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Executives

Mary Skafidas - Vice President of Investor & Public Relations

James S. Tisch - Chief Executive Officer, President, Member of Office of the President, Director, Member of Executive Committee, Member of Finance Committee, Chairman of Diamond Offshore and Director of CNA

Peter W. Keegan - Chief Financial Officer and Senior Vice President

Analysts

Joshua D. Shanker - Deutsche Bank AG, Research Division

David J. Adelman - Morgan Stanley, Research Division

Michael Millman - Millman Research Associates

Loews (L) Q3 2013 Earnings Call October 28, 2013 11:00 AM ET

Operator

Good morning. My name is Jackie, and I will be your conference operator today. At this time, I would like to welcome everyone to the Loews Third Quarter 2013 Earnings Conference Call. [Operator Instructions] Thank you. I would now like to turn the call over to Mary Skafidas, Vice President of Investor and Public Relations. Please go ahead.

Mary Skafidas

Thank you, Jackie, and good morning, everyone. Welcome to the Loews Third Quarter 2013 Earnings Conference Call. A copy of our earnings release and earnings snapshot may be found on our website, loews.com.

On this call this morning, we have our Chief Executive Officer, Jim Tisch; and our Chief Financial Officer, Peter Keegan. Following our prepared remarks this morning, we will have a question-and-answer session.

Before we begin, however, I will remind you that this conference call might include statements that are forward looking in nature. Actual results achieved by the company may differ materially from those projections made in any forward-looking statements. Forward-looking statements reflect circumstances at the time they are made, and the company expressly disclaims any obligation to update or revise any forward-looking statements. This disclaimer is only a brief summary of the company's statutory forward-looking statements disclaimer, which is included in the company's filings with the SEC.

During the call today, we may also discuss non-GAAP financial measures. Please refer to our security filings for reconciliation to the most comparable GAAP measures.

I will now turn the call over to Loews' Chief Executive Officer, Jim Tisch.

James S. Tisch

Thank you, Mary. Good morning, and thank you for joining us on our call today. Loews had net income of $282 million or $0.73 per share for the third quarter of 2013 as compared to $177 million or $0.45 per share for the same quarter last year.

Net income for this year's quarter includes an after-tax noncash ceiling test impairment charge of $42 million at HighMount as compared to charges in the third quarter of last year of $166 million. Pete will go into more details on these charges later in the call.

Now let's take a closer look at each of our subsidiaries, starting with CNA. CNA had another strong quarter and continued to improve its underwriting results. Excluding catastrophes and prior year development, CNA posted a loss ratio of 62.8% and a combined ratio of 95.9% in its core P&C operations. This represents almost a 5-point improvement in the combined ratio versus the third quarter of 2012. CNA has been able to accomplish this in 2 ways: First, by taking advantage of favorable rate trends and pushing rate over retention; and second, by actively managing its P&C portfolio, focusing on key segments and exiting segments that don't hold potential for long-term profitability.

Premium rates continue to rise, increasing approximately 7% during the quarter, across P&C operations. Rising interest rates should have a favorable impact on CNA as the company will be able to invest its cash flow at higher yields. CNA continues to take advantage of attractive yield opportunities in the tax exempt and municipal bond markets.

And from the exciting world of accounting, as some of you may have heard on the CNA call, the FASB has proposed a new set of accounting standards for the insurance industry. These proposed rules will make it difficult to compare results for a company from quarter-to-quarter, and they will also make it difficult to compare results from company to company.

Although the common period ended on Friday, I encourage you to learn more about the proposed rules and submit your comments to the FASB. They will be read.

Turning to Diamond Offshore. I want to take a moment to acknowledge Diamond's CEO, Larry Dickerson, who let us know last month that he plans to retire. I've had the pleasure of knowing and working with Larry for the past 25 years. Larry, to whom Diamond has created tremendous value for all shareholders, achieved operational excellence and substantially modernized this space. Part of that modernization program, the Ocean Blackhawk, a newly built ultra-deepwater drillship, and the Ocean Onyx, a newly rebuilt victory-class semisubmersible, are expected to go on day rate in early 2014, followed by the Black Hornet in mid-2014. Diamond expects to take delivery of 2 additional drillships and another rebuilt deepwater semi, the Ocean Apex, in early 2014.

Recently, the Ocean Apex received a letter of intent to begin work for an international oil company in South East Asia during the fourth quarter of 2014.

And lastly on Diamond, due to nonpayment for services by customers OGX and Niko Resources, Diamond recorded a pretax charge of $23 million in the third quarter for revenue it had previously recognized, but had not yet been paid. Likewise, in the third quarter, Diamond did not recognize as revenues $70 million of billings for OGX and Niko.

Now let's move on to Boardwalk. Net income was flat at $19 million. Boardwalk continues to further the company's diversification strategy aimed at making Boardwalk less reliant on transporting and storing natural gas. In May of this year, Boardwalk entered into a joint venture agreement with Williams to continue the development process for the proposed Bluegrass Pipeline. This project would transport natural gas liquids from the Marcellus and Utica shale plays to the rapidly expanding petrochemical and export complex on the U.S. Gulf Coast.

On October 1, as part of the Bluegrass project, Williams and Boardwalk announced that they had executed additional joint venture agreements to continue developing an LPG export facility in the Lake Charles, Louisiana area. The proposed Moss Lake LPG terminal, would serve ships transporting LPG to Asian, Latin American and European markets. Williams and Boardwalk are currently working with a number of parties who want to reserve offtake capacity at the terminals.

As CEO, Stan Horton, discussed earlier today on Boardwalk's earnings call, Williams and Boardwalk are meeting with potential customers about the Bluegrass project, and an open season for the project will begin on October 29. We are hopeful that this significant project will move forward, but we will not know for sure until the first quarter of 2014.

At HighMount, the company's operating results continue to be negatively affected by ongoing lower prices for natural gas and natural gas liquids. HighMount has focused its drilling program on locations that could result in higher oil production such as the Wolfcamp Shale in the Permian Basin in Texas and its acreage in Oklahoma. Both of these programs are in the development stage, and HighMount continues to expand its understanding of both plays.

And finally, at Loews hotels and resorts, 2013 remains a year of transition. Over the past 1.5 years, Loews Hotels has added properties in Boston, Washington and Los Angeles. The company is also developing properties in Orlando and Chicago, and have extensive renovations well underway at a number of hotels, most notably the Regency Hotel in New York, which has been closed since the beginning of the year and will reopen on January 16, 2014.

Loews Hotels recently formed joint ventures through which an institutional investor acquired a 50% interest in the Loews Madison Hotel in Washington D.C., and the Loews Boston Hotel. Both of these properties were acquired in the beginning of 2013.

The company's shared ownership approach to expanding its network of hotels will result in a portfolio mix of wholly-owned joint venture and managed properties. As a holding company, Loews ended the quarter with cash and investments of $4.8 billion. We repurchased 900,000 shares of Loews common stock for $41 million during the quarter. During the 9 months ended September 30, we repurchased 4.9 million shares at an aggregate cost of $218 million.

As you all have heard by now, we recently announced that Pete Keegan, Loews' CFO for 18 years, will be stepping down in May, and David Edelson, our Senior Vice President of Loews, will succeed Pete. Since we have 2 more earnings calls to go before this transition is complete, we won't embarrass Pete just yet with his living eulogy.

Without any further ado, I'd like to turn the call over to Pete.

Peter W. Keegan

Well, thanks, Jim, and good morning, everyone. Loews Corporation today reported net income for the 2013 third quarter of $282 million compared to $177 million in the 2012 third quarter.

Net income for the third quarter of 2013 and 2012 includes after-tax noncash impairment charges of $42 million and $166 million at HighMount related to the carrying value of its natural gas and oil properties. Excluding these impairment charges, net income for the third quarter of 2013 and 2012 was $324 million and $343 million.

Net income for the 9 months ended September 30, 2013 was $793 million or $2.03 per share as compared to $600 million or $1.51 per share in the prior year period. Net income for the 9 months ended September 30, 2013, and 2012 includes after-tax noncash ceiling test impairment charges of $134 million and $336 million at HighMount. Excluding these noncash impairment charges, net income for the 9 months ended September 30, 2013, and 2012 was $927 million and $936 million.

CNA's contribution to Loews' net income for the third quarter was $247 million as compared to $200 million last year. CNA's earnings increased primarily from improved non-catastrophe current accident year underwriting results and higher favorable net prior year development. These increases were partially offset by higher catastrophe losses and reduced results from the Life & Group segment as a result of unfavorable morbidity in the long-term care business.

Diamond Offshore's contribution to net income for the third quarter of 2013 was $44 million compared to $83 million in the prior year quarter. Results for the third quarter decreased primarily due to lost revenue and bad debt write-offs totaling $35 million after-tax and noncontrolling interests related to the termination of rig contracts due to payment defaults by 2 of Diamond's customers and lower utilization. These decreases were partially offset by higher day rates.

Boardwalk pipeline's contribution to net income for the third quarter was $19 million as compared to $20 million in the prior year quarter. The contribution of results from Louisiana Midstream, acquired on October 2012, and the sale of storage base gas in 2013 were offset by lower transportation revenues as a result of unfavorable contract renewal conditions. In addition, Boardwalk's contribution to Loews' net income decreased because we own a smaller stake in the company than we did this time last year, 53% ownership in the third quarter as compared to about 59% for the same quarter last year.

On October 9, 2013, we converted all of the 22.9 million Class B units into common units on a 1-for-1 basis. That's an additional $6.3 million in cash distributions per quarter at Boardwalk's current $0.5325 quarterly distribution per unit.

HighMount recorded earnings of $5 million for the third quarter of 2013 compared to $8 million in the third quarter of 2012, excluding noncash ceiling test impairment charges of $42 million and $166 million after taxes for the third quarters of 2013 and 2012.

HighMount's third quarter production volumes and realized prices, which included the benefits of hedges are as follows: Natural gas production was 8.2 billion cubic feet at an average realized price of $4.13 per thousand cubic feet; natural gas liquids production was 501.4 thousand barrels at an average realized price of $36.06 per barrel; and oil production was 121.2 thousand barrels at an average price of $93.57 per barrel.

HighMount had hedges in place as of September 30, 2013, that covered approximately 74.1% and 44.9% of its total estimated 2013 and 2014 natural gas equivalent production at weighted average prices of $6.48 and $5.56 per Mcfe.

Loews Hotels contributed net income of $1 million for the third quarter of 2013 compared to a loss of $1 million for the third quarter of 2012. Results were impacted by the renovation of the Loews Regency Hotel in New York, which has been closed since early January, partially offset by newly acquired hotels.

Holding company cash investments as of September 30, 2013, totaled $4.8 billion as compared to $4.6 billion at June 30, 2013. We received $183 million in dividends from our subsidiaries in the third quarter of 2013 and $547 million in dividends year-to-date.

From CNA, Loews received $48 million in dividends in the third quarter of 2013 and $145 million in dividends year-to-date. From Diamonds, Loews received $61 million in dividends in the third quarter of 2013 and $184 million in dividends year-to-date. From Boardwalk, Loews received $74 million in dividends in the third quarter of 2013 and $218 million in dividends year-to-date.

We paid $24 million in cash dividends to our shareholders during the third quarter of 2013 and $73 million year-to-date. We bought back 900,000 shares of Loews common stock for $41 million in the third quarter of 2013 and 4.9 million shares of Loews common stock for $218 million year-to-date.

And that completes my remarks, and I'll turn the call back over to Mary. Mary?

Mary Skafidas

Thank you, Pete. Jackie, at this time, we would like to open up the call for questions.

Question-and-Answer Session

Operator

[Operator Instructions] Our first question comes from the line of Josh Shanker with Deutsche Bank.

Joshua D. Shanker - Deutsche Bank AG, Research Division

First of all, I wonder if you could go onto a little bit of detail on investments,I realize it's not a significant thing, but the volatility, and what we can expect in the future quarters, given the numbers we saw in 3Q relative to prior quarters?

James S. Tisch

I assume you're talking about investments for Loews Corp.

Joshua D. Shanker - Deutsche Bank AG, Research Division

For Loews Corp. That's right, the coupons.

James S. Tisch

So we have about $4.8 billion of cash and investments. We have about $700 million or so of limited partnership investments that have very good liquidity terms to it, and then we have another $500 million or so of equities. And then beyond that, most of the rest of the other $3.7 billion is invested in money market instruments that do not earn a lot of income.

Joshua D. Shanker - Deutsche Bank AG, Research Division

And the -- and the spike, the $50 million from this quarter in terms of which bucket?

James S. Tisch

Say again?

Joshua D. Shanker - Deutsche Bank AG, Research Division

The $50 million this quarter goes in which bucket of earnings?

Peter W. Keegan

All equities in LPs.

James S. Tisch

Yes, all equities in LPs.

Joshua D. Shanker - Deutsche Bank AG, Research Division

All LPs. Okay. And also, on the hotels, you got limited partnerships or joint partnerships. Is that the same investor in both hotels, or are those 2 different investors?

James S. Tisch

It's joint venture -- 2 separate joint ventures, but the same investor.

Operator

Your next question comes from the line of David Adelman with Morgan Stanley.

David J. Adelman - Morgan Stanley, Research Division

Pete, maybe a question for you. If spot natural gas prices seasonally adjusted in the forward curve, say, ceiling adjusted, or remain more or less where they are today going forward, will there continue to be ceiling test impairment charges over time?

Peter W. Keegan

If prices stayed flat, the answer is probably yes because what happens is in the type of accounting we use is you capitalize all of your drilling costs, and so not everything is successful. So by definition, over time, you'd have to take some of them off. I mean, I'm giving you a very simplistic view of this, but in an unchanged pricing environment, that is probably what would happen.

David J. Adelman - Morgan Stanley, Research Division

Okay. And then, Jim, just a question on share repurchases. In a broad sense, leaving out some large-scale acquisition, what drives the outcome from here over the next 12 or 18 months in which 12 or 18 months from now, share repurchases have been very substantial relative to the current run rate versus share repurchases being modest relative to the recent run rate?

James S. Tisch

So there are a few things. Number one, we like to buy the stock at prices that appear low to us on an absolute and relative basis. Number two, we have other calls on our cash beyond simply an acquisition or share repurchases or dividends. So for example, if the Bluegrass project moves forward, chances are that will require significant financing coming from Loews. So that's something that we always keep our eyes attuned to. And finally, if the company is in possession of material nonpublic information, then our legal beagles here do not allow us to repurchase shares. So all those factors going to the mix and make it therefore difficult for investors to discern from our share repurchase in a particular quarter or share repurchases or lack of share repurchases, whether we're bullish or bearish on the stock.

Operator

[Operator Instructions] Your next question comes from the line of Michael Millman with Millman Research.

Michael Millman - Millman Research Associates

Could you talk about what's the cause of the unfavorable contract renewal conditions at Boardwalk? And I have another question.

James S. Tisch

Sure. Marcellus Shale has turned the pipeline industry on its head. About 3 years ago, there was virtually no gas production in the Marcellus Shale. And today, there's about 11 billion cubic feet of production. That's in the context of the U.S. total production of about -- using the prior numbers, about 66.5 billion cubic feet per day. The Northeast consumes about, on average, 12 billion cubic feet a day. So the system that had been put in place to transport natural gas from Texas, Louisiana and the Gulf of Mexico, up to Ohio, Pennsylvania and the Northeast, because of Marcellus' increased production has really -- demand for the transportation to the Northeast has changed dramatically, and that's a major part of what's going on right now.

Michael Millman - Millman Research Associates

So there's pipelines then for Marcellus that are in place but not Boardwalk's.

James S. Tisch

That's right. Plus, if you think of it in terms of the mileage that the average Mcf of natural gas travels, it's dramatically lower because the natural gas is not coming from Texas up to the Northeast, it's coming from Pennsylvania up through the Northeast. And in fact, the reason that Boardwalk is moving forward with the Bluegrass Pipeline project is because it has excess capacity going up to the Northeast. In the Texas gas system, we call it a pipeline, but it really has 3 separate pipes that go from Louisiana up to Ohio. And in the Bluegrass project, we are planning to take one of those pipes that formerly carried natural gas, and instead, we are going to convert it to a pipeline that is capable of carrying natural gas liquids. Those natural gas liquids are currently being produced in the Marcellus Shale and there is very limited capacity to take away those natural gas liquids. So what we're trying to do is get commitments from natural gas and NGL producers to hold their natural gas liquids from the Marcellus Shale down through a combination of new pipelines and our existing pipeline to new processing facilities, fractionation facilities in Louisiana. That's a major effort for Boardwalk. And as I've said in my remarks, we will have a pretty good sense, I believe, in the first quarter of this year -- of 2014, whether or not this project will move forward.

Michael Millman - Millman Research Associates

I see. That was very helpful. Another question. Your -- I guess it's your feelings on investment opportunities given the government shutdown and debt limit crisis that we just experienced.

James S. Tisch

What's my feeling?

Michael Millman - Millman Research Associates

What's your feeling about wanting to make investments, U.S., international, given those?

James S. Tisch

What's my view? My view on the debt crisis and the government shutdown was that: Number one, I assumed that, eventually, the government would reopen; and number two, I assumed that all interest and principal on the debt would be paid on a timely basis. And that in fact, that whole crisis that we experienced from mid-September to mid-October, while it took up the front pages of the newspaper and took a lot of ink in the investment world, it really wasn't that important in terms of thinking about long-term investing. And the issues that were around before the crisis and after the crisis are really the ones that are the focus -- our focus on deciding when, where and how to invest. Thank you. Let me just say -- one other thing I want to say, I want to add something to my remarks even though there's no question. And that is the issue relating to the FASB and these new accounting rules for insurance companies. They will make it very difficult for investors to be able to understand what's going on within an insurance company and also what's going on within the insurance industry. If these rules get put in place, as proposed by the FASB, it will make it very difficult to compare the numbers from 1 quarter to another quarter within a company, and that's because the reserves are going to be discounted and discount rate is going to change every quarter and can change from one line of business to another line of business. So the measures that we use today to look at our insurance profitability will not be used when as and if these rules are implemented. And likewise, the problem for comparing from one company to another company is that different companies will use different discount rates to compute the present value of their reserves. From my perspective and the perspective of Loews and CNA, the current system that we have in place is tried and true and tested. It is conservative because reserves are not discounted, but the system gives us a very good sense of the profitability of the company, as well as the financial standing of the company. So it's really unclear to us why the FASB wants to tinker with these rules in the first place, but that's what they're doing. Let me turn the call back to Jackie.

Operator

There appear to be no further questions at this time. I'd now like to turn the call back over to Mary Skafidas for any additional or closing remarks.

Mary Skafidas

Thank you, Jackie. Thank you, all, for your continued interest. A replay of this call will be available on our website at loews.com in approximately 2 hours. That concludes today's call.

Operator

Thank you. This concludes today's conference call. You may now disconnect.

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