Loews 8-K Report, Corporate Update (Sep 18, 2024)

Loews Corporation disclosed under Item 8.01 (Other Events) that a subsidiary of its subsidiary, CNA Financial Corporation ("CNA"), as sponsor of the CNA Employee Retirement Plan Trust (the "Plan"), is evaluating potential counterparties (each, an "Insurer") for the purchase of a group annuity contract.

Under the potential contract, the Plan would transfer a portion of its defined benefit pension obligations to the Insurer. The contract is expected to cover approximately 6,000 to 8,000 Plan participants and beneficiaries and approximately $800 million to $1 billion^a of the Plan's obligations, representing approximately 50% to 60% of the Plan's total obligations. The filing states the transaction is anticipated to close in the fourth quarter of 2024, is subject to finalizing a commitment agreement with an Insurer and customary closing conditions, and that there can be no assurance it will occur on the terms described.

The purchase would be funded directly from Plan assets, with no cash or asset contributions from CNA, and would result in no changes to the amount of benefits payable to Transferred Participants. The Insurer would be solely responsible for benefits due on and after January 1, 2025. Loews expects to recognize a one-time, non-cash pretax pension settlement charge of approximately $300 to $400 million^b ($215 to $290 million net of tax and noncontrolling interests) in the fourth quarter of 2024.

The charge is largely driven by accelerated recognition of actuarial pension loss from Accumulated other comprehensive income into Net income, which would not affect Shareholders' equity. The filing states the charge would not affect cash flow for the third quarter, fourth quarter, or full year 2024.