LOEWS CORP

Previous wording

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

Current wording

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

Previous wording

This section of this Form 10-K generally discusses 2023 and 2022 results and year-to-year comparisons between 2023 and 2022. With the exception of the discussions of Consolidated Financial Results, CNA Financial and Other Insurance Operations, as a result of the adoption Accounting Standards Update (“ASU”) 2018-12, “Financial Services – Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts,” (“ASU 2018-12”), a discussion of changes in results of operations comparing the years ended December 31, 2022 and 2021 for Loews Corporation and its subsidiaries may be found in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 7,2023.

Current wording

The following discussion should be read in conjunction with Item 1A, Risk Factors, and Item 8, Financial Statements and Supplementary Data of this Form 10-K. Fora discussion of changes in results of operations comparing the years ended December 31, 2023 and 2022 for Loews Corporation and its subsidiaries see Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 6, 2024.

Previous wording

Net income attributable to Loews Corporation for 2023 was $1.4 billion, or $6.29 diluted net income per share, compared to net income attributable to Loews Corporation of$822 million, or $3.38 diluted net income per share, in 2022.

Current wording

Net income attributable to Loews Corporation for 2024 was $1.4 billion, or $6.41 diluted net income per share, compared to net income attributable to Loews Corporation of$1.4 billion, or $6.29 diluted net income per share, in 2023.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

In evaluating the results of Property & Casualty Operations, CNA utilizes the loss ratio, the underlying loss ratio, the expense ratio, the dividend ratio, the combined ratio and the underlying combined ratio. These ratios are calculated using GAAP financial results. The loss ratio is the percentage of net incurred claim and claim adjustment expenses to net earned premiums. The underlying loss ratio excludes the impact of catastrophe losses and development-related items from the loss ratio. Development-related items represent net prior year loss reserve and premium development, and includes the effects of interest accretion and change in allowance for uncollectible reinsurance and deductible amounts. The expense ratio is the percentage of insurance underwriting and acquisition expenses, including the amortization of deferred acquisition costs, to net earned premiums. The dividend ratio is the ratio of policyholders’ dividends incurred to net earned premiums. The combined ratio is the sum of the loss ratio, the expense ratio and the dividend ratio. The underlying combined ratio is the sum of the underlying loss ratio, the expense ratio and the dividend ratio. The underlying loss ratio and the underlying combined ratio are deemed to be non-GAAP financial measures, and management believes some investors may find these ratios useful to evaluate CNA’s underwriting performance since they remove the impact of catastrophe losses which are unpredictable as to timing and amount, and development-related items as they are not indicative of current year underwriting performance.

Previous wording

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

Current wording

The following tables present a reconciliation of net income attributable to Loews Corporation to core income (loss), underwriting gain (loss) and underlying underwriting gain (loss) for the years ended December 31, 2024 and 2023:

Previous wording

The following tables summarize the results of CNA’s Property & Casualty Operations for the years ended December 31, 2023 and 2022.

Current wording

The following tables summarize the results of CNA’s Property & Casualty Operations and provides the components to reconcile the combined ratio and loss ratio to the underlying combined ratio and underlying loss ratio for the years ended December 31, 2024 and 2023.

Previous wording

Gross written premiums, excluding third-party captives, for Specialty decreased $14 million in 2023 as compared with 2022 driven by lower new business partially offset by strong retention. Net written premiums for Specialty increased $23 million in 2023 as compared with 2022. The increase in net earned premiums was consistent with the trend in net written premiums for Specialty.

Current wording

Gross written premiums, excluding third-party captives, for Specialty increased $95 million in 2024 as compared with 2023 driven by retention and favorable renewal premium change. Net written premiums for Specialty increased $116 million in 2024 as compared with 2023. The increase in net earned premiums was consistent with the trend in net written premiums for Specialty.

Previous wording

Gross written premiums for Commercial increased $950 million in 2023 as compared with 2022 driven by higher new business and rate. Net written premiums for Commercial increased $687 million in 2023 as compared with 2022. The increase in net earned premiums was consistent with the trend in net written premiums for Commercial.

Current wording

Gross written premiums for Commercial increased $844 million in 2024 as compared with 2023 driven by favorable renewal premium change, rate and higher new business. Net written premiums for Commercial increased $589 million in 2024 as compared with 2023. The increase in net earned premiums was consistent with the trend in net written premiums for Commercial.

Previous wording

Gross written premiums for International increased $91 million in 2023 as compared with 2022. Excluding the effect of foreign currency exchange rates, gross written premiums increased $102 million driven by favorable renewal premium change. Net written premiums for International increased $73 million in 2023 as compared with 2022. Excluding the effect of foreign currency exchange rates, net written premiums increased $74 million in 2023 as compared with 2022. The increase in net earned premiums was consistent with the trend in net written premiums for International.

Current wording

Gross written premiums for International decreased $2 million in 2024 as compared with 2023. Excluding the effect of foreign currency exchange rates, gross written premiums decreased $14 million driven by lower new business and rate. Net written premiums for International increased $25 million in 2024 as compared with 2023. Excluding the effect of foreign currency exchange rates, net written premiums increased $21 million in 2024 as compared with 2023 driven by favorable adjustments on prior year reinsurance treaties, in the current year. The increase in net earned premiums was consistent with the trend in net written premiums for International.

Previous wording

Core income increased $265 million in 2023 as compared with 2022 driven by higher net investment income and improved underwriting results.

Current wording

Core income increased $44 million in 2024 as compared with 2023 driven by higher net investment income and improved underlying underwriting results, partially offset by higher catastrophe losses.

Previous wording

Catastrophe losses were $236 million in 2023 as compared with $247 million in 2022. For 2023 and 2022 Specialty had no catastrophe losses and $2 million of catastrophe losses, Commercial had catastrophe losses of $207 million and $222 million and International had catastrophe losses of $29 million and $23 million.

Current wording

Catastrophe losses were $358 million in 2024 as compared with $236 million in 2023, primarily driven by severe weather related events, including $71 million for Hurricane Helene and $33 million for Hurricane Milton in 2024. For 2024 and 2023, Specialty had no catastrophe losses, Commercial had catastrophe losses of $318 million and $207 million and International had catastrophe losses of $40 million and $29 million.

Previous wording

Favorable net prior year loss reserve development of $23 million and $96 million was recorded in 2023 and 2022. In 2023 and 2022, Specialty recorded favorable net prior year loss reserve development of $14 million and $40 million, Commercial recorded favorable net prior year loss reserve development of $22 million and $43 million and International recorded unfavorable net prior year loss reserve development of $13 million and favorable net prior year loss reserve development of $13 million. Further information on net prior year loss reserve development is included in Note 8 of the Notes to Consolidated Financial Statements included under Item 8.

Current wording

Favorable net prior year loss reserve development of $31 million and $23 million was recorded in 2024 and 2023. In 2024 and 2023, Specialty recorded favorable net prior year loss reserve development of $9 million and $14 million, Commercial recorded favorable net prior year loss reserve development of $16 million and $22 million and International recorded favorable net prior year loss reserve development of $6 million and unfavorable net prior year loss reserve development of $13 million. Further information on net prior year loss reserve development is included in Note 8 of the Notes to Consolidated Financial Statements included under Item 8.

Previous wording

Specialty’s combined ratio increased 1.8 points in 2023 as compared with 2022 primarily due to a 1.0 point increase in the expense ratio and a 0.8 point increase in the loss ratio. The increase in the expense ratio was driven by higher employee related and acquisition costs. The increase in the loss ratio was largely due to lower favorable net prior year loss reserve development.

Current wording

Specialty’s combined ratio increased 2.2 points in 2024 as compared with 2023 primarily due to a 1.3 point increase in the loss ratio and a 0.8 point increase in the expense ratio. The increase in the loss ratio was primarily due to an increase in the underlying loss ratio, primarily driven by continued pricing pressure in management liability lines over the last several quarters. The increase in the expense ratio was driven by lower net earned premium growth.

Previous wording

Commercial’s combined ratio improved 1.3 points in 2023 as compared with 2022 due to a 0.8 point improvement in the expense ratio and a 0.5 point improvement in the loss ratio. The improvement in the expense ratio was driven by higher net earned premiums partially offset by higher employee related costs. The improvement in the loss ratio was driven by lower catastrophe losses, which were 4.5 points of the loss ratio in 2023, as compared with 5.6 points of the loss ratio in 2022, partially offset by lower favorable net prior year loss reserve development.

Current wording

Commercial’s combined ratio increased 0.7 points in 2024 as compared with 2023 due to a 2.4 point increase in the loss ratio partially offset by a 1.7 point improvement in the expense ratio. The increase in the loss ratio was primarily driven by higher catastrophe losses, which were 6.2 points of the loss ratio in 2024, as compared with 4.5 points of the loss ratio in 2023 and an increase in the underlying loss ratio, driven by the continuation of elevated loss cost trends in commercial auto and mix of business. The improvement in the expense ratio was primarily driven by higher net earned premiums.

Previous wording

International’s combined ratio increased 0.8 points in 2023 as compared with 2022 due to a 1.9 point increase in the loss ratio partially offset by a 1.1 point improvement in the expense ratio. The increase in the loss ratio was driven by unfavorable net prior year loss reserve development of $13 million recorded for 2023 compared to favorable net prior year loss reserve development of $13 million recorded for 2022. Catastrophe losses were 2.5 points of the loss ratio for 2023, as compared with 2.2 points of the loss ratio for 2022. The improvement in the expense ratio was driven by higher net earned premiums and a favorable reinsurance acquisition related catch-up adjustment in the third quarter of 2023, partially offset by higher employee related costs.

Current wording

International’s combined ratio increased 1.4 points in 2024 as compared with 2023 due to a 1.9 point increase in the expense ratio partially offset by a 0.5 point improvement in the loss ratio. The increase in the expense ratio was driven by higher employee related costs and a favorable reinsurance acquisition related catch-up adjustment recorded in the prior year, partially offset by higher net earned premiums. The improvement in the loss ratio was primarily driven by favorable net prior year loss reserve development, partially offset by higher catastrophe losses. Catastrophe losses were 3.2 points of the loss ratio for 2024, as compared with 2.5 points of the loss ratio for 2023.

Previous wording

Core results for 2023 also include a $19 million charge related to office consolidation, and a $56 million charge related to unfavorable net prior year loss reserve development for legacy mass tort claims compared with a $51 million charge for legacy mass tort claims in 2022. Further information on net prior year loss reserve development is included in Note 8 of the Notes to Consolidated Financial Statements included under Item 8.

Current wording

Core results decreased by $12 million in 2024 as compared with 2023. Results in 2024 include higher corporate expenses as a result of continued investments in technology and an unfavorable non-economic impact related to the A&EP loss portfolio transfer (“LPT”). Results in 2024 also include a $62 million after-tax charge related to unfavorable net prior year loss reserve development for legacy mass tort claims as compared with a $56 million after-tax charge for legacy mass tort claims in 2023. Both years are inclusive of assumption updates as a result of the annual reserve review completed in the third quarter of each year. These decreases were partially offset by higher net investment income.

Previous wording

The decreases to core results for 2022 were partially offset by favorability related to the A&EP Loss Portfolio Transfer (“LPT”) and the prior period recognition of a $12 million loss resulting from the legacy excess workers’ compensation loss portfolio transfer (“EWC LPT”). The application of retroactive reinsurance accounting to additional cessions to the A&EP LPT resulted in a benefit of $3 million in 2022 as compared to a charge of $25 million in 2021, both of which have no economic impact. For further information on the A&EP LPT and EWC LPT see Note 8 of the Notes to Consolidated Financial Statements included under Item 8.

Current wording

The application of retroactive reinsurance accounting to additional cessions to the A&EP LPT resulted in an after-tax charge of $6 million in 2024 compared to an after-tax benefit of $6 million in 2023, both of which have no economic impact. Further information on the A&EP LPT and net prior year loss reserve development is included in Note 8 of the Notes to Consolidated Financial Statements included under Item 8.

Previous wording

Boardwalk Pipelines operates in the midstream portion of the natural gas and natural gas liquids (“NGLs”) industry, providing transportation and storage for those commodities. It also provides ethane supply and transportation services for industrial customers in Louisiana and Texas. Boardwalk Pipelines is not in the business of buying and selling natural gas and NGLs other than for system management purposes and to facilitate its ethane supply operations, but changes in natural gas and NGL prices may impact the volumes of natural gas or NGLs transported and stored by customers or the ethane supply requirements on its systems. The pricing contained in the purchase and sales agreements associated with the supply services is generally based on the same ethane commodity index, plus a fixed delivery fee. Except for possible timing differences that may occur when volumes are purchased in one month and sold in another month, Boardwalk Pipelines’ ethane supply services, like its other businesses, result in it having little to no direct commodity price exposure. Due to the capital-intensive nature of its business, Boardwalk Pipelines’ operating costs and expenses do not vary significantly based upon the amount of products transported, with the exception ofcosts recorded in fuel and transportation expense, which are netted with fuel retained on our Consolidated Statements of Operations. For further information on Boardwalk Pipelines’ revenue recognition policies see Note 1 of the Notes to Consolidated Financial Statements included under Item 8. Boardwalk Pipelines’ operations and maintenance expenses are impacted by its compliance with the requirements of, among other regulations, the Pipeline and Hazardous Materials Safety Administration Mega Rule (“Mega Rule”) and Boardwalk Pipelines’ efforts to monitor, control and reduce emissions, as further discussed below.

Current wording

Boardwalk Pipelines operates in the midstream portion of the natural gas and natural gas liquids (“NGLs”) industry, providing transportation and storage for those commodities. It also provides ethane supply and transportation services for industrial customers in Louisiana and Texas. Boardwalk Pipelines is not in the business of buying and selling natural gas and NGLs other than for system management purposes and to facilitate its ethane supply operations, but changes in natural gas and NGLs prices may impact the volumes of natural gas or NGLs transported and stored by its customers or the ethane supply requirements on its systems. The pricing contained in the purchase and sales agreements associated with the supply services is generally based on the same ethane commodity index, plus a fixed delivery fee. Except for possible timing differences that may occur when volumes are purchased in one month and sold in another month, Boardwalk Pipelines’ ethane supply services, like its other businesses, have little to no direct commodity price exposure. Due to the capital-intensive nature of its business, Boardwalk Pipelines’ operating costs and expenses do not vary significantly based upon the volume of products transported, with the exception ofcosts recorded in costs associated with service revenues. For further information on Boardwalk Pipelines’ revenue recognition policies see Note 1 of the Notes to Consolidated Financial Statements included under Item 8. Boardwalk Pipelines’ operations and maintenance expenses are impacted by its compliance with the requirements of, among other regulations, the Pipeline and Hazardous Materials Safety Administration Mega Rule (“Mega Rule”) and Boardwalk Pipelines’ efforts to monitor, control and reduce emissions, as further discussed below.

Previous wording

On September 29, 2023, Boardwalk Pipelines acquired 100% of the equity interests of Bayou Ethane from Williams Field Services Group, LLC for $355 million in cash. Bayou Ethane provides ethane supply and transportation services for industrial customers in Louisiana and Texas. For further information see Note 2 of the Notes to Consolidated Financial Statements included under Item 8.

Current wording

Boardwalk Pipelines acquired Williams Olefins Pipeline Holdco LLC (“Bayou Ethane”)in September 2023 and began providing ethane supply and transportation services. For more information see Note 2 of the Notes to Consolidated Financial Statements included under Item 8.

Previous wording

A substantial portion of Boardwalk Pipelines’ transportation and storage capacity is contracted for under firm agreements. For the year ended December 31, 2023, approximately 89% of Boardwalk Pipelines’ revenues were derived from capacity reservation fees under firm contracts or from contracts with minimum volume commitments. The table below shows a rollforward of projected operating revenues under committed firm agreements in place as of December 31,

Current wording

A substantial portion of Boardwalk Pipelines’ transportation and storage capacity is contracted for under firm agreements. For the year ended December 31, 2024, approximately 86% of Boardwalk Pipelines’ revenues were derived from capacity reservation fees under firm contracts or from contracts with minimum volume commitments. The table below shows a rollforward of projected operating revenues under committed firm agreements in place as of December 31, 2023 to December 31, 2024, including agreements for transportation, storage, ethane supply and other services, over the remaining term of those agreements:

Previous wording

(a)Reflects an increase of $76 million in Boardwalk Pipelines’ actual 2023 revenues recognized from fixed fees under firm agreements as compared with its expected 2023 revenues from fixed fees under firm agreements, including agreements for transportation, storage and other services as of December 31, 2022, primarily due to an increase from contract renewals at higher rates that occurred in 2023. The Bayou Ethane acquisition also contributed $14.3 million to the increase.

Current wording

(a)Reflects an increase of $114 million in Boardwalk Pipelines’ actual 2024 revenues recognized from fixed fees under firm agreements as compared with its expected 2024 revenues from fixed fees under firm agreements, including agreements for transportation, storage and other services as of December 31, 2023, primarily due to an increase from contract renewals at higher rates that occurred in 2024.

Previous wording

During 2023, Boardwalk Pipelines entered into $1.9 billion of new firm agreements, of which approximately 16% were from new growth projects executed in 2023 and 9%, or $178 million, were from the agreements assumed as part of the Bayou Ethane acquisition. For firm agreements associated with new growth projects, the associated assets may not be placed into commercial service until sometime in the future. 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 LNG export facilities and the price differentials between the gas supplies and the market demand for the gas (basis differentials). As of December 31, 2023, Boardwalk Pipelines’ top ten customers under committed firm agreements comprised approximately 53% of its total projected operating revenues and the credit profile associated with Boardwalk Pipelines’ customers comprising the total projected operating revenues under committed firm agreements was 77% rated as investment grade, 7% rated as non-investment grade and 16% not rated.

Current wording

During 2024, Boardwalk Pipelines entered into $6.0 billion of new firm agreements, of which approximately 78% were associated with new growth projects executed in 2024. For firm agreements associated with new growth projects, the associated assets may not be placed into commercial service until sometime in the future. Further, the table above includes $3.8 billion of estimated revenues that are anticipated under executed precedent transportation agreements for growth projects that are subject to regulatory approvals. 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 electric power generators, petrochemical facilities and LNG export facilities and the price differentials between the gas supplies and the market demand for the gas (basis differentials). As of December 31, 2024, Boardwalk Pipelines’ top ten customers under committed firm agreements comprised approximately 62% of its total projected operating revenues and the credit profile associated with Boardwalk Pipelines’ customers comprising the total projected operating revenues under committed firm agreements was 82% rated as investment grade, 3% rated as non-investment grade and 15% not rated.

Previous wording

Boardwalk Pipelines incurs substantial costs for ongoing maintenance of its pipeline systems and related facilities, including those incurred for pipeline integrity management activities, equipment overhauls, general upkeep and repairs. These costs are not dependent on the amount of revenues earned from its transportation services. PHMSA has developed regulations that require transportation pipeline operators to implement integrity management programs to comprehensively evaluate certain high risk areas, known as HCAs, and MCAs, along pipelines and take additional safety measures to protect people and property in these areas. The HCAs for natural gas pipelines are predicated on high-population density areas (which, for natural gas transmission lines, include Class 3 and 4 areas and, depending on the potential impacts of a risk event, may include Class 1 and 2 areas) whereas HCAs along Boardwalk Pipelines’ NGL pipelines are based on high-population density areas, areas near certain drinking water sources and unusually sensitive ecological areas. These regulations have resulted in an overall increase in Boardwalk Pipelines’ ongoing maintenance costs, including maintenance capital and maintenance expense. In 2019, PHMSA issued the first part of its gas Mega Rule, which became effective on July 1, 2020. This regulation imposed numerous requirements, including MAOP reconfirmation through re-verification of all historical records for pipelines in service, which re-certification process may require natural gas pipelines installed before 1970 (previously excluded from certain pressure testing obligations) to be pressure tested, the periodic assessment of additional pipeline mileage outside of HCAs (in MCAs as well as Class 3 and Class 4 areas), the reporting of exceedances of MAOP and the consideration of seismicity as a risk factor in integrity management. In 2021, PHMSA issued a final rule that will impose safety regulations related to onshore gas gathering lines and in June 2021, PHMSA issued an Advisory Bulletin advising pipeline and pipeline facility operators of applicable requirements to update their inspection and maintenance plans for the elimination of hazardous leaks and minimization of natural gas released from pipeline facilities. PHMSA and state regulators reportedly began their review of these plans in 2022, and in May 2023, PHMSA published a proposed rule that would enhance requirements for detecting and repairing leaks on new and existing natural gas distribution, gas transmission and gas gathering pipelines. In August 2022, PHMSA published another final rule expanding the Management of Change process, extending corrosion control requirements for gas transmission pipelines, adding requirements that operators ensure no conditions exist following an extreme weather event that could adversely affect the safe operation of the pipeline, and adopting repair criteria for non-HCAs similar to those applicable to HCAs. In September 2023, PHMSA publ…

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Current wording

Boardwalk Pipelines incurs substantial costs for ongoing maintenance of its pipeline systems and related facilities, including those incurred for pipeline integrity management activities, equipment overhauls, general upkeep and repairs. These costs are not dependent on the amount of revenues earned from its transportation services. PHMSA has developed regulations that require transportation pipeline operators to implement integrity management programs to comprehensively evaluate certain high-risk areas, known as HCAs, and MCAs, along pipelines and take additional safety measures to protect people and property in these areas. The HCAs for natural gas pipelines are predicated on high-population density areas (which, for natural gas transmission lines, include Class 3 and 4 areas and, depending on the potential impacts of a risk event, may include Class 1 and 2 areas) whereas HCAs along Boardwalk Pipelines’ NGLs pipelines are based on high-population density areas, areas near certain drinking water sources and unusually sensitive ecological areas. These regulations have resulted in an overall increase in Boardwalk Pipelines’ ongoing maintenance costs, including maintenance capital and maintenance expense. PHMSA has issued a series of significant rulemakings for onshore gas transmission pipelines (e.g., relating to MAOP reconfirmation and exceedance reporting, the integrity assessment of additional pipeline mileage and the consideration of seismicity as a risk factor in integrity management). In August 2022, PHMSA published a final rule that attempted to expand the Management of Change process, corrosion control requirements for gas transmission pipelines, requirements that operators ensure no conditions exist following an extreme weather event that could adversely affect the safe operation of the pipeline, and repair criteria for non-HCAs. Five safety standards included in that rule were challenged by industry trade groups, and in August 2024, the U.S. Court of Appeals for the D.C. Circuit struck down four of the five challenged safety standards. In September 2023, PHMSA published a proposed rule that, if finalized, would enhance the safety requirements for gas distribution pipelines and would require updates to distribution integrity management programs, emergency response plans, operations and maintenance manuals and other safety practices.

Previous wording

Due to the nature of Boardwalk Pipelines’ business, its operations emit various types of GHGs. Boardwalk Pipelines seeks to carefully monitor its emissions and expects to incur additional costs to mitigate emissions. New legislation or regulations could increase the costs related to operating and maintaining Boardwalk Pipelines’ facilities. Depending on the particular law, regulation or program, Boardwalk Pipelines could be required to incur capital expenditures for installing new monitoring equipment or emission controls on its facilities, acquire and surrender allowances for GHG emissions, pay taxes or fees related to GHG emissions and/or administer and manage a more comprehensive GHG emissions program.

Current wording

Due to the nature of Boardwalk Pipelines’ business, its operations emit various types of GHGs. Boardwalk Pipelines seeks to monitor its emissions and expects to incur additional costs to mitigate emissions. New legislation or regulations could increase the costs related to operating and maintaining Boardwalk Pipelines’ facilities. Depending on the particular law, regulation or program, Boardwalk Pipelines could be required to incur capital expenditures for installing new monitoring equipment or emission controls on its facilities, acquire and surrender allowances for GHG emissions, pay taxes or fees related to GHG emissions and/or administer and manage a more comprehensive GHG emissions program.

Previous wording

Boardwalk Pipelines has been focused on seeking to meet and, in certain instances, pursuing projects aimed at exceeding regulatory obligations (such as those found in the Clean Air Act (“CAA”)) by working to reduce emissions of regulated air pollutants, including methane, associated with its pipeline transportation and storage assets. For example, in selecting new compression equipment for growth or asset reliability projects, Boardwalk Pipelines considers air emissions as a component in the decision-making process and, when appropriate, places increased emphasis in the selection process on equipment with emissions performance that exceeds applicable federal standards. Several of Boardwalk Pipelines’ reliability projects over the last few years have resulted in replacement of older, higher-emitting compressor drivers with units equipped with advanced emission control systems. As a result, these projects have resulted in decreases in emissions of nitrogen oxides and other air pollutants.

Current wording

Boardwalk Pipelines has been focused on seeking to meet and, in certain instances, pursuing projects aimed at exceeding regulatory obligations (such as those found in the Clean Air Act (“CAA”)) by working to reduce emissions of regulated air pollutants, including methane, associated with its pipeline transportation and storage assets. For example, when selecting new compression equipment for growth or asset reliability projects, Boardwalk Pipelines considers air emissions as a component in the decision-making process and, when appropriate, places increased emphasis on equipment with emissions performance that exceeds applicable federal standards. Several of Boardwalk Pipelines’ reliability projects over the last few years have resulted in the replacement of older, higher-emitting compressor drivers with units equipped with advanced emission control systems. As a result, these projects have resulted in decreases in emissions of nitrogen oxides and other air pollutants.

Previous wording

•installing continuous monitoring emission detection equipment at three compression stations;

Current wording

•installing continuous monitoring emission detection equipment at certain compression stations;

Previous wording

•installing repair sleeves and composite wraps where appropriate to avoid pipeline blowdowns;

Current wording

•installing repair sleeves and composite wraps where appropriate and practical to avoid pipeline blowdowns;

Previous wording

•reducing methane emissions from rod packing seals on reciprocating compressors, where appropriate.

Current wording

•reducing methane emissions from rod packing seals on reciprocating compressors, where appropriate and practical.

Previous wording

These new and any future regulations adopted by PHMSA and efforts to reduce GHG emissions are expected to cause Boardwalk Pipelines to incur increased capital and operating costs, may cause Boardwalk Pipelines to experience operational delays and may result in potential adverse impacts to its ability to reliably serve its customers. For more information, see Item 1. Business and Item 1A. Risk Factors of this Report.

Current wording

These new and any future regulations adopted by PHMSA and efforts to reduce GHG emissions are expected to cause Boardwalk Pipelines’ capital and operating costs to increase in 2025 and in future years, may cause Boardwalk Pipelines to experience operational delays and may result in potential adverse impacts to its ability to reliably serve its customers. For more information, see Item 1. Business and Item 1A. Risk Factors of this Report.

Previous wording

Maintenance costs may be capitalized or expensed, depending on the nature of the activities. For any given reporting period, the mix of projects that Boardwalk Pipelines undertakes will affect the amounts it records as property, plant and equipment on the Consolidated Balance Sheets or recognizes as expenses, which impacts earnings. In 2024, Boardwalk

Current wording

Maintenance costs may be capitalized or expensed, depending on the nature of the activities. For any given reporting period, the mix of projects that Boardwalk Pipelines undertakes will affect the amounts it records as property, plant and equipment on the Consolidated Balance Sheets or recognizes as expenses, which impact earnings. Boardwalk Pipelines began incurring costs to implement the Mega Rule’s requirements in 2021, and based on its current projections, it believes that these costs have stabilized. In 2025, Boardwalk Pipelines expects to spend approximately $504 million to maintain its pipeline systems, comply with regulations and monitor, control and reduce its GHG emissions, ofwhich approximately $203 million is expected to be maintenance capital. In 2024, Boardwalk Pipelines spent $513 million on these matters, of which $202 million was recorded as maintenance capital.

Previous wording

The following table summarizes the results of operations for Boardwalk Pipelines for the years ended December 31, 2023 and 2022 as presented in Note 21 of the Notes to Consolidated Financial Statements included under Item 8. Boardwalk Pipelines also utilizes a non-GAAP measure, earnings before interest, income tax expense, depreciation and amortization (“EBITDA”) as a financial measure to assess its operating and financial performance and return on invested capital. Management believes some investors may find this measure useful in evaluating Boardwalk Pipelines’ performance.

Current wording

The following table summarizes the results of operations for Boardwalk Pipelines for the years ended December 31, 2024 and 2023 as presented in Note 20 of the Notes to Consolidated Financial Statements included under Item 8. Boardwalk Pipelines also utilizes a non-GAAP measure, earnings before interest, income tax expense, depreciation and amortization (“EBITDA”) as a financial measure to assess its operating and financial performance and return on invested capital. Management believes some investors may find this measure useful in evaluating Boardwalk Pipelines’ performance as EBITDA is a commonly used metric within the midstream industry.

Previous wording

Net income attributable to Loews Corporation and EBITDA increased$36 million and$37 million in 2023 as compared with 2022, primarily due to the reasons discussed below.

Current wording

Net income attributable to Loews Corporation and EBITDA increased$130 million and$157 million in 2024 as compared with 2023, primarily due to the reasons discussed below.

Previous wording

Total revenues increased $190 million in 2023 as compared with 2022. Including fuel and transportation expenses and product costs, operating revenues increased $88 million. Boardwalk Pipelines’ transportation revenues increased $71 million, primarily due to re-contracting at higher rates and recently completed growth projects, storage and parking and lending revenues increased $23 million due to favorable market conditions and the Bayou Ethane acquisition contributed $11 million, resulting from product sales of $99 million and product costs of $88 million. These increases were partially offset by $9 million from lower sales of other NGL products.

Current wording

Total revenues increased $429 million in 2024 as compared with 2023. Boardwalk Pipelines’ transportation revenues increased $93 million, primarily due to re-contracting at higher rates and recently completed growth projects; storage, parking and lending revenues increased $31 million due to favorable market conditions which allowed for contracting at higher rates; product sales revenues from the sale of natural gas, ethylene and propane increased by $23 million due to opportunistic market conditions; and the Bayou Ethane acquisition contributed $262 million of incremental operating revenues, primarily resulting from ethane product sales.

Previous wording

Depreciation and amortization expense increased $16 million in 2023 as compared with 2022 primarily due toan increased asset base from recently completed growth projects, the Bayou Ethane acquisition and a change in the estimated life of certain assets.

Current wording

Depreciation and amortization expenses increased $17 million in 2024 as compared with 2023 due to an increased asset base from recently completed growth projects and the Bayou Ethane acquisition.

Previous wording

The lower income tax benefit in 2023, as compared to 2022, included an adjustment to deferred state income taxes.

Current wording

Income tax expense increased $2 million in 2024 as compared with 2023, and includes a $36 million income tax benefit from an adjustment to deferred state income taxes for a rate reduction effective in 2025.

Previous wording

Net income attributable to Loews Corporation improved by $30 million in 2023 as compared with 2022. Results for 2023 include again of $46 million ($36 million after tax) related to the acquisition of an additional equity interest in, and the consolidation of, a previously unconsolidated joint venture property.

Current wording

Net income attributable to Loews Corporation decreased by $77 million in 2024 as compared with 2023. Results for 2023 include a gain of $46 million ($36 million after tax) related to the acquisition of an additional equity interest in, and the consolidation of, a previously unconsolidated joint venture property.

Previous wording

Equity income from joint ventures decreased $19 million in 2023 as compared to 2022. The overall occupancy level at joint venture properties was lower in 2023 as compared to 2022, while average daily rates increased nominally for 2023 compared to 2022. Expenses at joint venture properties increased in 2023 compared to 2022, largely due to increased staffing costs, as well as higher insurance, property taxes and interest costs.

Current wording

Equity income from joint ventures decreased $43 million in 2024 as compared to 2023. The decrease was driven by a reduction in overall occupancy levels at many joint venture hotels, particularly at the Universal Orlando Resort, in 2024 compared to 2023. Additionally, an impairment charge recorded at a joint venture property reduced Loews Hotels & Co’s equity income by $19 million in 2024. In addition, expenses at joint venture properties in 2024 increased as compared to 2023, largely due to increased staffing costs, as well as higher insurance expenses and property taxes.

Previous wording

In 2023 and 2022, Loews Hotels & Co recorded impairment charges of $12 million and $25 million to reduce the carrying value of certain assets to their estimated fair value.

Current wording

In 2023, Loews Hotels & Co recorded impairment charges of $12 million to reduce the carrying value of certain assets to their estimated fair value.

Previous wording

Operating and other expenses increased$29 million in 2023 as compared with 2022. These increases were primarily due to a settlement expense of $47 million in 2023 to recognize previously unrealized losses, which were included in AOCI, due to the termination of a non-contributory defined benefit plan. This increase is partially offset by higher legal fees and corporate overhead expenses in 2022. For additional information on the settlement expense see Note 16 of the Notes to Consolidated Financial Statements included under Item 8.

Current wording

Operating and other expenses decreased$43 million in 2024 as compared with 2023, primarily due to a settlement expense of $47 million in 2023 to recognize unrealized losses, which were included in AOCI, due to the termination of a defined benefit pension plan. For additional information see Note 16 of the Notes to Consolidated Financial Statements included under Item 8.