UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM10-Q

[X]

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended SeptemberJune 30, 20162017

OR

[     ]

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From ____________ to _____________

Commission File Number1-6541

LOEWS CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

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

667 Madison Avenue, New York, N.Y. 10065-8087

(Address of principal executive offices) (Zip Code)

(212)521-2000

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name, former address and former fiscal year, if changed since last report)

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       X                                                                 No                

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes      X                                         No                                                         Not Applicable                    

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” andfiler,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. (Check one):

Large accelerated filer    X         Accelerated filer       Non-accelerated filer  

Large accelerated filer   X  Accelerated filerNon-accelerated filerSmaller reporting company 

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

                    

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).

Yes                                                                                                                 No      X      

 

Class

 

Outstanding at OctoberJuly 21, 20162017       

Common stock, $0.01 par value

 336,959,362336,601,242 shares

 

 

 


INDEX

 

   Page
Page
No.
 

Part I. Financial Information

  

Item 1. Financial Statements (unaudited)

  

Consolidated Condensed Balance Sheets
September  30, 2016 and December 31, 2015

   3 

June 30, 2017 and December 31, 2016

Consolidated Condensed Statements of Income
Three and nine months ended September 30, 2016 and 2015

   4 

Three and six months ended June 30, 2017 and 2016

Consolidated Condensed Statements of Comprehensive Income
Three and nine months ended September 30, 2016 and 2015 (Loss)

   5 

Three and six months ended June 30, 2017 and 2016

Consolidated Condensed Statements of Equity
Nine months ended September 30, 2016 and 2015

   6 

Six months ended June 30, 2017 and 2016

Consolidated Condensed Statements of Cash Flows
Nine months ended September 30, 2016 and 2015

   7 

Six months ended June 30, 2017 and 2016

Notes to Consolidated Condensed Financial Statements

   8 

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

   4239 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

   6658 

Item 4. Controls and Procedures

   6658 

Part II. Other Information

   6758 

Item 1. Legal Proceedings

   6758 

Item 1A. Risk Factors

   6758 

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

   6760 

Item 6. Exhibits

   6861 

PART I. FINANCIAL INFORMATION

Item 1.   Financial Statements.

Loews Corporation and Subsidiaries

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

 

  September 30,   December 31, 
  2016   2015   June 30, December 31, 

   2017 2016 

(Dollar amounts in millions, except per share data)

          

Assets:

       

Investments:

       

Fixed maturities, amortized cost of $38,810 and $37,407

   $    42,894          $    39,701       

Equity securities, cost of $581 and $824

   586          752       

Fixed maturities, amortized cost of $38,982 and $38,947

  $42,065  $41,494 

Equity securities, cost of $603 and $571

   607  549 

Limited partnership investments

   3,293          3,313          3,254  3,220 

Other invested assets, primarily mortgage loans

   719          824          748  683 

Short term investments

   4,893          4,810          4,932  4,765 

 

Total investments

   52,385          49,400          51,606  50,711 

Cash

   344          440          357  327 

Receivables

   7,853          8,041          7,977  7,644 

Property, plant and equipment

   15,200          15,477          15,447  15,230 

Goodwill

   347          351          647  346 

Other assets

   1,760          1,699          2,420  1,736 

Deferred acquisition costs of insurance subsidiaries

   619          598          647  600 

 

Total assets

   $    78,508          $    76,006         $      79,101  $76,594 

    

Liabilities and Equity:

       

Insurance reserves:

       

Claim and claim adjustment expense

   $    22,672          $    22,663         $22,179  $22,343 

Future policy benefits

   11,219          10,152          10,824  10,326 

Unearned premiums

   3,862          3,671          4,107  3,762 

 

Total insurance reserves

   37,753          36,486          37,110  36,431 

Payable to brokers

   451          567          478  150 

Short term debt

   185          1,040          192  110 

Long term debt

   10,737          9,520          11,094  10,668 

Deferred income taxes

   735          382          852  636 

Other liabilities

   5,241          5,201          5,269  5,238 

 

Total liabilities

   55,102          53,196          54,995  53,233 

 

Commitments and contingent liabilities

       

Preferred stock, $0.10 par value:

       

Authorized – 100,000,000 shares

       

Common stock, $0.01 par value:

       

Authorized – 1,800,000,000 shares

       

Issued – 339,951,927 and 339,897,547 shares

   3          3       

Issued – 336,724,742 and 336,621,358 shares

   3  3 

Additional paid-in capital

   3,207          3,184          3,178  3,187 

Retained earnings

   15,031          14,731          15,677  15,196 

Accumulated other comprehensive income (loss)

   144          (357)      

Accumulated other comprehensive loss

   (36 (223

    18,822  18,163 
   18,385          17,561       

Less treasury stock, at cost (2,992,565 shares)

   (115)        

 

Less treasury stock, at cost (123,500 shares)

   (6 

Total shareholders’ equity

   18,270          17,561          18,816  18,163 

Noncontrolling interests

   5,136          5,249          5,290  5,198 

 

Total equity

   23,406          22,810          24,106  23,361 

 

Total liabilities and equity

   $    78,508          $    76,006         $79,101  $76,594 

    

See accompanying Notes to Consolidated Condensed Financial Statements.

Loews Corporation and Subsidiaries

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(Unaudited)

 

  Three Months Ended Nine Months Ended 
  September 30, September 30, 
  

 

 

   Three Months Ended Six Months Ended 
  2016 2015 2016 2015   June 30, June 30, 

   2017 2016 2017 2016 
(In millions, except per share data)                    

Revenues:

          

Insurance premiums

  $1,767   $1,751   $5,196   $5,173        $1,734  $1,730  $3,379  $3,429 

Net investment income

   561   321    1,570   1,419         478  587   1,082  1,009 

Investment gains (losses):

          

Other-than-temporary impairment losses

   (18 (56  (56 (99)        (2 (15  (4 (38

Other net investment gains

   63   6    74   57         45  16   81  11 

 

Total investment gains (losses)

   45   (50  18   (42)        43  1   77  (27

Contract drilling revenues

   340   599    1,141   1,816         392  357   756  801 

Other revenues

   574   548    1,842   1,716         712  632   1,365  1,268 

 

Total

   3,287   3,169    9,767   10,082         3,359  3,307   6,659  6,480 

 

Expenses:

          

Insurance claims and policyholders’ benefits

   1,202   1,200    3,949   4,008         1,280  1,339   2,573  2,747 

Amortization of deferred acquisition costs

   314   319    926   936         312  305   617  612 

Contract drilling expenses

   187   276    598   971         196  198   400  411 

Other operating expenses (Note 4)

   898   898    3,416   3,026      

Other operating expenses (Note 5)

   1,085  1,611   1,931  2,518 

Interest

   130   128    403   393         139  130   281  273 

 

Total

   2,731   2,821    9,292   9,334         3,012  3,583   5,802  6,561 

 

Income before income tax

   556   348    475   748      

Income (loss) before income tax

   347  (276  857  (81)   

Income tax expense

   (163 (66  (171 (170)        (69 (12  (188 (8

 

Net income

   393   282    304   578      

Net income (loss)

   278  (288  669  (89

Amounts attributable to noncontrolling interests

   (66 (100  60   (117)        (47 223   (143 126 

 

Net income attributable to Loews Corporation

  $327   $182   $364   $461      

Net income (loss) attributable to Loews Corporation

  $231  $(65 $526  $37 

    

Basic and diluted net income per share

  $0.97   $0.50   $1.08   $1.25      

Basic and diluted net income (loss) per share

  $0.69  $(0.19 $1.56  $0.11 

    

Dividends per share

  $    0.0625   $    0.0625   $    0.1875   $      0.1875        $    0.0625  $    0.0625  $0.125  $0.125 

    

Weighted average shares outstanding:

          

Shares of common stock

   337.18   360.91    338.33   367.74         336.91  338.72       336.90      338.91 

Dilutive potential shares of common stock

   0.44   0.19    0.28   0.29         0.81   0.80  0.19 

 

Total weighted average shares outstanding assuming dilution

   337.62   361.10    338.61   368.03         337.72  338.72   337.70  339.10 

    

See accompanying Notes to Consolidated Condensed Financial Statements.

Loews Corporation and Subsidiaries

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

 

  Three Months Ended
September 30,
 Nine Months Ended
September 30,
 
  

 

 

   Three Months Ended Six Months Ended 
  2016 2015 2016 2015   June 30, June 30, 

   2017 2016 2017 2016 
(In millions)                    

Net income

       $393   $282   $304   $578       

 

Net income (loss)

    $278  $(288 $669  $(89

Other comprehensive income (loss), after tax

          

Changes in:

          

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

   3   2    7   (3)      

Net other unrealized gains (losses) on investments

   42   (39  591   (292)      

 

Total unrealized gains (losses) on available-for-sale investments

   45   (37  598   (295)      

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

   (1  (4 4 

Net other unrealized gains on investments

   77  321   144  549 

Total unrealized gains onavailable-for-sale investments

   77  320   140  553 

Unrealized gains on cash flow hedges

   1   1    2   5            1 

Pension liability

   7   4    20   51          7  5   15  13 

Foreign currency

   (24 (53  (58 (100)      

Foreign currency translation

   42  (48  53  (34)       

 

Other comprehensive income

   126  277   208  533 

Other comprehensive income (loss)

   29   (85  562   (339)      

 

Comprehensive income

   422   197    866   239       

Comprehensive income (loss)

   404  (11  877  444 

Amounts attributable to noncontrolling interests

   (70 (91  (1 (82)         (60 191   (164 69 

 

Total comprehensive income attributable to Loews Corporation

       $352   $     106   $     865   $       157           $        344  $        180  $        713  $        513 

    

See accompanying Notes to Consolidated Condensed Financial Statements.

Loews Corporation and Subsidiaries

CONSOLIDATED CONDENSED STATEMENTS OF EQUITY

(Unaudited)

 

    Loews Corporation Shareholders   
            Accumulated Common   
    Loews Corporation Shareholders           Additional   Other Stock   
  Total Common
Stock
   Additional
Paid-in
Capital
 Retained
Earnings
 Accumulated
Other
Comprehensive
Income (Loss)
 

Common
Stock

Held in
Treasury

 Noncontrolling
Interests
     Common   Paid-in Retained Comprehensive Held in Noncontrolling 

   Total Stock   Capital Earnings Income (Loss) Treasury Interests 
(In millions)                                    

Balance, January 1, 2015

  $24,650   $4    $3,481   $15,515   $280   $-   $5,370       

Net income

   578      461     117       

Other comprehensive loss

   (339     (304  (35)      

Dividends paid

   (207    (69   (138)      

Issuance of equity securities by subsidiary

   115      (2  1    116       

Purchases of subsidiary stock from noncontrolling interests

   (31    5      (36)      

Purchases of Loews treasury stock

   (633      (633 

Issuance of Loews common stock

   7      7      

Stock-based compensation

   19      17      2       

Other

   (6    (18 (1   13       

 

Balance, September 30, 2015

  $24,153   $4    $3,490   $15,906   $(23 $(633 $5,409       

 

Balance, January 1, 2016

  $22,810   $3    $3,184   $14,731   $(357 $-   $5,249         $22,810  $3   $3,184  $14,731  $(357 $-  $5,249 

Net income

   304       364      (60)      

Net income (loss)

   (89    37    (126

Other comprehensive income

   562        501     61          533      476   57 

Dividends paid

   (177     (63    (114)         (136    (42   (94)       

Purchases of subsidiary stock from noncontrolling interests

   (9    3       (12)         (9    3     (12

Purchases of Loews treasury stock

   (115       (115    (98      (98 

Stock-based compensation

   35      33       2          24     23     1 

Other

   (4    (13  (1    10          (4    (13 (2 11 

Balance, June 30, 2016

  $23,031  $3   $3,197  $14,724  $119  $(98 $5,086 

       

Balance, September 30, 2016

  $      23,406   $       3    $        3,207   $      15,031   $       144   $            (115 $        5,136       

 

Balance, January 1, 2017

  $      23,361  $                3   $        3,187  $      15,196  $        (223 $                -  $        5,198 

Net income

   669      526     143 

Other comprehensive income

   208       187    21 

Dividends paid

   (138     (42    (96

Purchases of Loews treasury stock

   (6       (6 

Stock-based compensation

   14     (9     23 

Other

   (2     (3  1 

Balance, June 30, 2017

  $24,106  $3   $3,178  $15,677  $(36 $(6 $5,290 
      

See accompanying Notes to Consolidated Condensed Financial Statements.

Loews Corporation and Subsidiaries

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

Nine Months Ended September 30  2016 2015 

 
Six Months Ended June 30  2017 2016 

(In millions)

         

Operating Activities:

      

Net income

  $304   $578       

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

   1,676   1,370       

Net income (loss)

  $669  $(89

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

   614  1,389 

Changes in operating assets and liabilities, net:

      

Receivables

   (165 31          (223 (429

Deferred acquisition costs

   (24 11          (41 (25

Insurance reserves

   464   195          262  666 

Other assets

   (80 (81)         (108 (87

Other liabilities

   9   (108)         (79 (106

Trading securities

   (468 199          137  (548

 

Net cash flow operating activities

   1,716   2,195          1,231  771 

 

Investing Activities:

      

Purchases of fixed maturities

   (7,472 (7,055)         (4,840 (4,874

Proceeds from sales of fixed maturities

   4,239   3,590          3,142  3,070 

Proceeds from maturities of fixed maturities

   2,263   3,101          1,770  1,247 

Purchases of limited partnership investments

   (324 (120)         (47 (280

Proceeds from sales of limited partnership investments

   207   156          119  124 

Purchases of property, plant and equipment

   (1,264 (1,447)         (476 (895

Acquisitions

   (1,222 (79

Dispositions

   277   28          69  274 

Change in short term investments

   104   298          (29 148 

Other, net

   124   (138)         (40 148 

 

Net cash flow investing activities

   (1,846 (1,587)         (1,554 (1,117)   

 

Financing Activities:

      

Dividends paid

   (63 (69)         (42 (42

Dividends paid to noncontrolling interests

   (114 (138)         (96 (94

Purchases of subsidiary stock from noncontrolling interests

   (8 (29)         (8

Purchases of Loews treasury stock

   (115 (617)         (6 (86

Issuance of Loews common stock

   7       

Proceeds from sale of subsidiary stock

   114       

Principal payments on debt

   (2,882 (1,761)         (908 (2,352

Issuance of debt

   3,226   1,851          1,401  2,843 

Other, net

   (2 4          (1 (1

 

Net cash flow financing activities

   42   (638)         348  260 

 

Effect of foreign exchange rate on cash

   (8 (6)         5  (6

 

Net change in cash

   (96 (36)         30  (92

Cash, beginning of period

   440   364          327  440 

 

Cash, end of period

  $        344   $        328         $          357  $          348 

    

See accompanying Notes to Consolidated Condensed Financial Statements.

Loews Corporation and Subsidiaries

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation

Loews Corporation is a holding company. Its subsidiaries are engaged in the following lines of business: commercial property and casualty insurance (CNA Financial Corporation (“CNA”), a 90% owned subsidiary); the operation of offshore oil and gas drilling rigs (Diamond Offshore Drilling, Inc. (“Diamond Offshore”), a 53% owned subsidiary); transportation and storage of natural gas and natural gas liquids and gathering and processing of natural gas (Boardwalk Pipeline Partners, LP (“Boardwalk Pipeline”), a 51% owned subsidiary); and the operation of a chain of hotels (Loews Hotels Holding Corporation (“Loews Hotels”Hotels & Co”), a wholly owned subsidiary); and the manufacture of rigid plastic packaging solutions (Consolidated Container Company LLC, a 99% owned subsidiary). Unless the context otherwise requires, the terms “Company,” “Loews” and “Registrant” 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.

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 SeptemberJune 30, 20162017 and December 31, 2015,2016, results of operations and comprehensive income for the three and ninesix months ended SeptemberJune 30, 20162017 and 20152016 and changes in shareholders’ equity and cash flows for the ninesix months ended SeptemberJune 30, 20162017 and 2015.2016. Net income (loss) for the thirdsecond quarter and first nine monthshalf 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 Form10-K for the year ended December 31, 2015.2016.

The Company presents basic and diluted net income (loss) per share on the Consolidated Condensed Statements of Income. 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. Shares0.6 million and 4.7 million shares for the three months ended June 30, 2017 and 2016 and 0.6 million and 5.1 million shares for the six months ended June 30, 2017 and 2016 attributable to employee stock-based compensation awards of 3.3 million, 5.8 million, 4.7 million and 4.5 million shares were not included in the diluted weighted average shares outstanding amounts for the three and nine months ended September 30, 2016 and 2015 because the effect would have been antidilutive.

Accounting changesIn AprilMarch of 2015,2016, the Financial Accounting Standards Board (“FASB”) issued Accounting StandardsStandard Update (“ASU”) 2015-03, “Interest-Imputation of Interest (Subtopic 835-30)2016-09, “Compensation-Stock Compensation (Topic 718): Simplifying the Presentation of Debt Issuance Costs.Improvements to Employee Share-Based Payment Accounting.” The updated accounting guidance requires that debt issuance costs related to a recognized debt liability be presented insimplifies the balance sheet as a direct deduction fromaccounting for share-based payment award transactions, including income tax consequences and classification on the carrying amountstatement of that debt liability, rather than as a deferred asset.cash flows. As required,of January 1, 2017, the Company’s Consolidated Condensed Balance Sheet has been retrospectively adjusted to reflect the effect of the adoption ofCompany adopted the updated accounting guidance which resulted inand began recognizing excess tax benefits or deficiencies on vesting or settlement of awards as an income tax benefit or expense within net income and the related cash flows classified within operating activities. The change impacted the amount and timing of income tax expense recognition as well as the calculation of diluted earnings per share. The accounting change did not have a decrease of $23 million in Other assets and Long term debt at December 31, 2015.material effect on the consolidated financial statements.

Recently issued ASUsIn May of 2014, the FASB issued ASU2014-09, “Revenue from Contracts with Customers (Topic 606).” The core principle of the new accounting guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The new accounting guidance provides a five-step analysis of transactions to determine when and how revenue is recognized and requires enhanced disclosures about revenue. In August of 2015, the FASB formally amended the effective date of this update to annual reporting periods beginning after December 15, 2017, including interim periods, and itperiods. The guidance can be adopted either retrospectively or with a cumulative effect adjustment at the date of adoption. The Company is currently evaluatingexpects the effect that adopting this new accountingupdated guidance will not have a material effect on its consolidated financial statements.

In May of 2015, the FASB issued ASU 2015-09, “Financial Services Insurance (Topic 944): Disclosures about Short-Duration Contracts.” The updated accounting guidance requires enhanced disclosures to provide additional information about insurance liabilities for short-duration contracts. The guidance is effective for annual periods

beginning after December 15, 2015 and for interim periods beginning after December 15, 2016. The Company is currently evaluating the effect the updated guidance will have on its financial statement disclosures, but expects to provide additional incurred and paid claims development information by accident year, quantitative information about claim frequency and the history of claims duration for significant lines of business within the annual financial statements.

In January of 2016, the FASB issued ASU2016-01, “Financial Instruments Overall (Subtopic825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The updated accounting guidance requires changes to the reporting model for financial instruments. The guidance is effective for interim and annual periods beginning after December 15, 2017. The Company is currently evaluating the effect the guidance will have on its consolidated financial statements, and expects the primary change to be the requirement for equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income.

In February of 2016, the FASB issued ASU2016-02, “Leases (Topic 842).” The updated guidance requires lessees to recognize lease assets and lease liabilities for most operating leases. In addition, the updated guidance requires that lessors separate lease and nonlease components in a contract in accordance with the new revenue guidance in ASU2014-09. The updated guidance is effective for interim and annual periods beginning after December 15, 2018. The Company is currently evaluating the effect the updated guidance will have on its consolidated financial statements.

In June of 2016, the FASB issued ASU2016-13, “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 guidance is effective for interim and annual periods beginning after December 15, 2019. The Company is currently evaluating the effect the guidance will have on its consolidated financial statements, and expects the primary changes to be the use of the expected credit loss model for the mortgage loan portfolio and reinsurance receivables and the presentation of credit losses within theavailable-for-sale fixed maturities portfolio through an allowance method rather than as a direct write-down. The expected credit loss model will require a financial asset to be presented at the net amount expected to be collected. TheUnder the allowance method foravailable-for-sale debt securities will allow the Company towill record reversals of credit losses if the estimate of credit losses declines.

2. Acquisition of Consolidated Container Company

On May 22, 2017, the Company completed the previously announced acquisition of CCC Acquisition Holdings, Inc. for $1.2 billion, subject to closing adjustments. CCC Acquisition Holdings, Inc., through its wholly owned subsidiary, Consolidated Container Company LLC (“Consolidated Container”), is a rigid plastic packaging and recycled resins manufacturer that provides packaging solutions to end markets such as beverage, food and household chemicals through a network of manufacturing locations across North America. The results of Consolidated Container are included in the Consolidated Condensed Financial Statements since the acquisition date in the Corporate segment. Consolidated Container’s revenues were $91 million and, as a result of purchase accounting charges and acquisition costs, net income was not significant for the three and six months ended June 30, 2017. For the year ended December 31, 2016, Consolidated Container reported total revenues of $788 million.

The acquisition was funded with approximately $620 million of parent company cash and debt financing proceeds at Consolidated Container of $600 million, as described below. The following table summarizes the preliminary allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair value as of the acquisition date and is subject to change within the measurement period. The primary areas that are not yet finalized relate to working capital at closing and determination of tax bases of net assets acquired.

(In millions)

Cash

$5   

Property, plant and equipment

394   

Goodwill

299   

Other assets:

Inventory

57   

Customer relationships

457   

Trade name

43   

Other

122   

Deferred income taxes

(17)  

Other liabilities:

Accounts payable

(53)  

Pension liability

(27)  

Other

(53)  
$    1,227   

Customer relationships were valued using an income approach, which values the intangible asset at the present value of the related incremental after tax cash flows. The customer relationships intangible asset will be amortized over a useful life of 21 years. The trade name was valued using an income approach, which values the intangible asset based on an estimate of cost savings, or a relief from royalty. The trade name will be amortized over a useful life of 10 years. Goodwill includes value associated with the assembled workforce and Consolidated Container’s future growth and profitability. The assets acquired and liabilities assumed as part of the acquisition did not result in a step up of tax basis and approximately $94 million of goodwill is deductible for tax purposes.

Consolidated Container entered into a credit agreement providing for a $605 million term loan and a five year $125 million asset based lending facility (“ABL facility”) in conjunction with the acquisition. 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%, subject to a 1.0% floor. The term loan matures on May 22, 2024 and requires annual principal amortization of 1.0% of the original loan amount beginning December 31, 2017. Consolidated Container recorded approximately $19 million of debt issuance costs, which will be amortized over the terms of the facilities. Consolidated Container entered into interest rate swaps for a notional amount of $500 million to hedge its cash flow exposure to the variable rate debt. These swaps effectively fix the interest rate on the hedged portion of the term loan at approximately 5.6%. As of June 30, 2017, Consolidated Container had no borrowings outstanding under its ABL facility.

3. Investments

Net investment income is as follows:

 

  Three Months Ended
September 30,
 Nine Months Ended
September 30,
 
  2016 2015 2016 2015   Three Months Ended
June 30,
 Six Months Ended
June 30,
 

         2017             2016             2017             2016       

(In millions)

               

Fixed maturity securities

  $457   $449   $1,352   $1,344         $457  $449  $912  $895    

Limited partnership investments

   91   (122  98   88          23  47   139  7    

Short term investments

   3   4    8   7          4  2   8  5    

Equity securities

   1   3    8   9          2  4   3  7    

Income (loss) from trading portfolio (a)

   11   (5  113   (9)         (1 87   33  102    

Other

   12   9    34   26          8  13   16  22    

 

Total investment income

   575   338    1,613   1,465          493  602   1,111  1,038    

Investment expenses

   (14 (17  (43 (46)         (15 (15  (29 (29)   

 

Net investment income

  $        561   $        321   $      1,570   $      1,419         $    478  $    587  $    1,082  $    1,009    

    

 

(a)

Includes netNet unrealized gains (losses) related to changes in fair value on trading securities still held of $8, $(59), $63were $(6) and $(71)$60 for the three and nine months ended SeptemberJune 30, 2017 and 2016 and 2015.$19 and $81 for the six months ended June 30, 2017 and 2016.

Investment gains (losses) are as follows:

 

  Three Months Ended Nine Months Ended 
  September 30, September 30,   Three Months Ended
June 30,
 Six Months Ended
June 30,
 
  2016 2015 2016 2015         2017             2016             2017             2016       
(In millions)                    

Fixed maturity securities

  $47   $(29 $34   $(29)       $44  $4  $76  $(13)   

Equity securities

   (3 (18  (5 (19)        3   (2)   

Derivative instruments

   1   (1  (12 9         (3 (6  (2 (13)   

Short term investments and other

   (2 1   (3)        2   3  1    

 

Investment gains (losses) (a)

  $          45   $          (50 $          18   $          (42)       $43  $1  $77  $(27)   

    

 

(a)

Includes grossGross realized gains of $68, $23, $157onavailable-for-sale securities were $57 and $93 and gross realized losses of $24, $70, $128 and $141 on available-for-sale securities$44 for the three and nine months ended SeptemberJune 30, 2017 and 2016 and 2015.$106 and $89 for the six months ended June 30, 2017 and 2016. Gross realized losses onavailable-for-sale securities were $13 and $37 for the three months ended June 30, 2017 and 2016 and $30 and $104 for the six months ended June 30, 2017 and 2016.

The components of net other-than-temporary impairment (“OTTI”) losses recognized in earnings by asset type are as follows:

 

  Three Months Ended   Nine Months Ended 
  September 30,   September 30,   Three Months Ended
June 30,
   Six Months Ended
June 30,
 
  2016   2015   2016   2015         2017               2016               2017               2016       
(In millions)                                

Fixed maturity securities available-for-sale:

                

Corporate and other bonds

  $14    $36    $43    $52        $2   $13   $4   $29    

States, municipalities and political subdivisions

         18      

Asset-backed:

                

Residential mortgage-backed

     1     1     7           1      1    

Other asset-backed

       3     1            1       3    

 

Total asset-backed

   -     1     4     8         -    2    -    4    

 

Total fixed maturities available-for-sale

   14     37     47     78         2    15    4    33    

 

Equity securities available-for-sale - common stock

   4     19     9     20                  5    

Short term investments

         1      

 

Net OTTI losses recognized in earnings

  $         18    $         56    $         56    $         99        $2   $15   $4   $38    

             

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

 

September 30, 2016  Cost or
Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Estimated
Fair Value
   Unrealized
OTTI Losses
(Gains)
 

 
June 30, 2017  Cost or
Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Estimated
Fair Value
   Unrealized
  OTTI Losses  
(Gains)
 

(In millions)

                              

Fixed maturity securities:

                    

Corporate and other bonds

  $    17,985       $1,867        $      36        $    19,816      $       (1)        $17,823   $1,589   $29   $19,383   

States, municipalities and political subdivisions

   11,566       1,937         2         13,501       (27)         12,461    1,380    15    13,826   $(13

Asset-backed:

                    

Residential mortgage-backed

   5,174       206         15         5,365       (24)         4,835    124    38    4,921    (27

Commercial mortgage-backed

   2,064       88         8         2,144         1,907    59    14    1,952   

Other asset-backed

   948       12         1         959         1,050    16    5    1,061    

 

Total asset-backed

   8,186       306         24         8,468       (24)         7,792    199    57    7,934    (27

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

   68       8           76         113    4    2    115   

Foreign government

   415       23           438         438    12    1    449   

Redeemable preferred stock

   18       2           20         18    1       19    

 

Fixed maturities available-for-sale

   38,238       4,143         62         42,319       (52)      

Fixed maturities available-for-sale

   38,645    3,185    104    41,726    (40

Fixed maturities trading

   572       4         1         575         337    3    1    339    

 

Total fixed maturities

   38,810       4,147         63         42,894       (52)         38,982    3,188    105    42,065    (40

 

Equity securities:

                    

Common stock

   15       6         1         20         17    5      22   

Preferred stock

   93       5         2         96         91    6    1    96    

 

Equity securities available-for-sale

   108       11         3         116       -          108    11    1    118    - 

Equity securities trading

   473       81         84         470         495    79    85    489   

 

Total equity securities

   581       92         87         586         603    90    86    607    - 

 

Total

  $    39,391       $4,239        $     150        $    43,480      $     (52)        $39,585   $3,278   $191   $42,672   $(40

                
December 31, 2015                    

 
(In millions)                    
December 31, 2016                         

Fixed maturity securities:

                    

Corporate and other bonds

  $    17,097       $ 1,019        $    347        $    17,769        $17,711   $1,323   $76   $18,958   $(1

States, municipalities and political subdivisions

   11,729       1,453         8         13,174      $       (4)           12,060    1,213    33    13,240    (16

Asset-backed:

                    

Residential mortgage-backed

   4,935       154         17         5,072       (37)           5,004    120    51    5,073    (28

Commercial mortgage-backed

   2,154       55         12         2,197         2,016    48    24    2,040   

Other asset-backed

   923       6         8         921         1,022    8    5    1,025    

 

Total asset-backed

   8,012       215         37         8,190       (37)           8,042    176    80    8,138    (28

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

   62       5           67         83    10      93   

Foreign government

   334       13         1         346         435    13    3    445   

Redeemable preferred stock

   33       2           35         18    1       19    

 

Fixed maturities available-for-sale

   37,267       2,707         393         39,581       (41)           38,349    2,736    192    40,893    (45

Fixed maturities, trading

   140         20         120      

 

Fixed maturities trading

   598    3       601    

Total fixed maturities

   37,407       2,707         413         39,701       (41)           38,947    2,739    192    41,494    (45

 

Equity securities:

                    

Common stock

   46       3         1         48         13    6      19   

Preferred stock

   145       7         3         149         93    2    4    91    

 

Equity securities available-for-sale

   191       10         4         197       -             106    8    4    110    - 

Equity securities, trading

   633       56         134         555      

 

Equity securities trading

   465    60    86    439    

Total equity securities

   824       66         138         752       -             571    68    90    549    - 

 

Total

  $    38,231       $ 2,773        $     551        $    40,453      $      (41)          $39,518   $2,807   $282   $42,043   $(45)   

                

The net unrealized gains on investments included in the tables above are recorded as a component of Accumulated other comprehensive income (“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 certain long term care products within CNA’s Life & Group Non-Core business would result in a premium deficiency if

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 (“Shadow Adjustments”). As of SeptemberJune 30, 20162017 and December 31, 2015,2016, the net unrealized gains on investments included in AOCI were correspondingly reduced by Shadow Adjustments of $1.5$1.1 billion and $996 million.$909 million (after tax and noncontrolling interests).

Theavailable-for-sale securities in a gross unrealized loss position are as follows:

 

  

Less than

12 Months

   

12 Months

or Longer

   Total   

Less than

12 Months

  

12 Months

or Longer

  Total
  

 

 

 
September 30, 2016  Estimated
Fair Value
   Gross
Unrealized
Losses
   Estimated
Fair Value
   Gross
Unrealized
Losses
   Estimated
Fair Value
   Gross
 Unrealized 
Losses
 

 
June 30, 2017  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

      $617        $    10    $    338    $    26        $955    $    36        $1,314     $26     $52     $3     $1,366     $29 

States, municipalities and political subdivisions

   163     2     9       172     2       742    15    24      766    15 

Asset-backed:

                        

Residential mortgage-backed

   273     6     212     9     485     15       1,722    34    141    4    1,863    38 

Commercial mortgage-backed

   391     7     96     1     487     8       473    8    125    6    598    14 

Other asset-backed

   153     1     17       170     1       159    4    14    1    173    5 

 

Total asset-backed

   817     14     325     10     1,142     24       2,354    46    280    11    2,634    57 

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

   2           2       65    2        65    2 

Foreign government

   16           16       109    1          109    1 

 

Total fixed maturity securities

   1,615     26     672     36     2,287     62       4,584    90    356    14    4,940    104 

Equity securities:

            

Common stock

     1           1       1          1   

Preferred stock

   15     2         15     2       15    1          15    1 

 

Total equity securities

   16    1    -    -    16    1 

Total

      $1,630        $29    $672    $36        $ 2,302    $65        $4,600     $91     $356     $14     $4,956     $105 

                   

December 31, 2015

            

 

(In millions)

            
December 31, 2016                        

Fixed maturity securities:

                        

Corporate and other bonds

      $4,882          $302      $174      $45            $5,056      $347            $2,615     $61     $254     $15     $2,869     $76 

States, municipalities and political subdivisions

   338       8       75         413       8           959    32    23    1    982    33 

Asset-backed:

                        

Residential mortgage-backed

   963       9       164       8         1,127       17           2,136    44    201    7    2,337    51 

Commercial mortgage-backed

   652       10       96       2         748       12           756    22    69    2    825    24 

Other asset-backed

   552       8       5         557       8           398    5    24       422    5 

 

Total asset-backed

   2,167       27       265       10         2,432       37           3,290    71    294    9    3,584    80 

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

   4             4      

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

   5          5   

Foreign government

   54       1           54       1           108    3          108    3 

Redeemable preferred stock

   3             3      

 

Total fixed maturity securities

   7,448       338       514       55         7,962       393           6,977    167    571    25    7,548    192 

Common stock

   3       1           3       1        

Preferred stock

   13       3           13       3        

 

Equity securities

   12       13    4    25    4 

Total

      $7,464          $342      $514      $55            $7,978      $397            $6,989     $167     $584     $29     $7,573     $196 

                   

Based on current facts and circumstances, the Company believes the unrealized losses presented in the June 30, 2017 securities in a gross unrealized loss position table above are not indicative of the ultimate collectibility 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 no additional OTTI losses to be recorded as of SeptemberJune 30, 2016.2017.

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 SeptemberJune 30, 20162017 and 20152016 for which a portion of an OTTI loss was recognized in Other comprehensive income.

 

  Three Months Ended
September 30,
       Nine Months Ended    
September 30,
   
  

 

 

 
  2016   2015   2016   2015     

      Three Months Ended      

June 30,

 

      Six Months Ended      

June 30,

 

   2017 2016 2017 2016 

(In millions)

                   

Beginning balance of credit losses on fixed maturity securities

  $    41        $    59        $    53        $    62             $32        $48      $36        $53 

Reductions for securities sold during the period

   (2)        (2)        (14)        (5)         (2 (7  (6 (12

Reductions for securities the Company intends to sell or more likely than not will be required to sell

   (1)          (1)        

 

Ending balance of credit losses on fixed maturity securities

  $    38        $57        $38        $57             $30        $41      $30        $41 

    

Contractual Maturity

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

 

  September 30, 2016   December 31, 2015     June 30, 2017   December 31, 2016 
  

 

 

   Cost or     Estimated     Cost or     Estimated   
  Cost or
Amortized
Cost
   Estimated
Fair
Value
   Cost or
Amortized
Cost
   Estimated
Fair
Value
       Amortized     Fair     Amortized     Fair 

   Cost   Value   Cost   Value 

(In millions)

                         

Due in one year or less

  $1,665        $1,710        $1,574        $1,595           $1,590         $1,628         $1,779         $1,828     

Due after one year through five years

   9,052         9,584         7,738         8,082          7,732        8,098        7,566        7,955     

Due after five years through ten years

   14,659         15,625         14,652         14,915          15,754        16,404        15,892        16,332     

Due after ten years

   12,862         15,400         13,303         14,989          13,569        15,596        13,112        14,778     

 

Total

  $    38,238        $    42,319        $    37,267        $    39,581           $38,645         $41,726         $38,349         $40,893     

             

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.

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 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.

 

   September 30, 2016  December 31, 2015 

 

 
   Contractual/          Contractual /         
   Notional   Estimated Fair Value  Notional      Estimated Fair Value   
    

 

 

    

 

 

 
   Amount   Asset   (Liability)  Amount    Asset   (Liability) 

 

 
(In millions)                       

Without hedge designation:

           

Equity markets:

           

Options – purchased

  $      391        $        22      $ 501           $  16        

– written

   229          $(9)    614              $  (28)      

Futures – long

        312              (1)      

– short

   106           (1)       

Interest rate risk:

           

Futures – long

        63             

Foreign exchange:

           

Currency forwards – long

        133            2        

                               – short

        152             

Currency options – long

   250            550            7        

Commodities:

           

Futures – long

   68         1         

Embedded derivative on funds withheld liability

   175           (8  179            5        
    June 30, 2017  December 31, 2016 
   Contractual/          Contractual/         
   Notional   Estimated Fair Value  Notional   Estimated Fair Value 
    Amount   Asset   (Liability)  Amount   Asset   (Liability) 
(In millions)                       

With hedge designation:

           

Interest rate risk:

           

Interest rate swaps

    $500          

Without hedge designation:

           

Equity markets:

           

Options – purchased

   221     $14      $223     $14   

              – written

   231       $(8  267           $(8

Futures – short

   243       225    1   

Commodity futures – long

   37    1     42     

Embedded derivative on funds withheld liability

   171      (1  174    3   

3.4. 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 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 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.

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.

The Company performs control procedures 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 methodologies,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, (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.

The fair values of CNA’s life settlement contracts are included in Other assets on the Consolidated Condensed Balance Sheets. Equity options purchased are included in Equity securities, and all other derivative assets are included in Receivables. Derivative liabilities are included in Payable to brokers. Assets and liabilities measured at fair value on a recurring basis are presented in the following tables:

 

September 30, 2016  Level 1 Level 2   Level 3   Total 

 
June 30, 2017    Level 1     Level 2       Level 3       Total   

(In millions)

                     

Fixed maturity securities:

              

Corporate and other bonds

   $19,555    $261    $19,816         $19,283   $100   $19,383 

States, municipalities and political subdivisions

    13,500     1     13,501          13,825    1    13,826 

Asset-backed:

              

Residential mortgage-backed

    5,286     79     5,365          4,798    123    4,921 

Commercial mortgage-backed

    2,120     24     2,144          1,939    13    1,952 

Other asset-backed

    916     43     959          979    82    1,061 

 

Total asset-backed

    8,322     146     8,468          7,716    218    7,934 

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

  $76        76        $115       115 

Foreign government

    438       438          449      449 

Redeemable preferred stock

   20        20         19        19 

 

Fixed maturities available-for-sale

   96    41,815     408     42,319         134   41,273    319    41,726 

Fixed maturities trading

    569     6     575          334    5    339 

 

Total fixed maturities

  $96   $  42,384    $414    $  42,894        $134  $41,607   $324   $42,065 

          

Equity securities available-for-sale

  $97     $19    $116        $99    $19   $118 

Equity securities trading

   469      1     470         488     1    489 

 

Total equity securities

  $566   $-    $20    $586        $587  $-   $20   $607 

          

Short term investments

  $3,902   $911      $4,813        $3,858  $981     $4,839 

Other invested assets

   54    5       59         60   5      65 

Receivables

   1       1 

Life settlement contracts

     $67     67           $1    1 

Payable to brokers

   (215      (215)        (8      (8

December 31, 2015  Level 1  Level 2   Level 3   Total 

 

 

(In millions)

       

Fixed maturity securities:

       

Corporate and other bonds

   $17,601    $168    $17,769       

States, municipalities and political subdivisions

    13,172     2     13,174       

Asset-backed:

       

Residential mortgage-backed

    4,938     134     5,072       

Commercial mortgage-backed

    2,175     22     2,197       

Other asset-backed

    868     53     921       

 

 

Total asset-backed

    7,981     209     8,190       

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

  $66    1       67       

Foreign government

    346       346       

Redeemable preferred stock

   35        35       

 

 

Fixed maturities available-for-sale

   101    39,101     379     39,581       

Fixed maturities trading

    35     85     120       

 

 

Total fixed maturities

  $101   $  39,136    $    464    $  39,701       

 

 

Equity securities available-for-sale

  $177     $20    $197       

Equity securities trading

   554      1     555       

 

 

Total equity securities

  $731   $-    $21    $752       

 

 

Short term investments

  $    3,600   $1,134      $4,734       

Other invested assets

   102    44       146       

Receivables

    9    $3     12       

Life settlement contracts

      74     74       

Payable to brokers

   (196      (196)      

December 31, 2016    Level 1      Level 2       Level 3       Total   
(In millions)               

Fixed maturity securities:

       

Corporate and other bonds

   $18,828   $130   $18,958 

States, municipalities and political subdivisions

    13,239    1    13,240 

Asset-backed:

       

Residential mortgage-backed

    4,944    129    5,073 

Commercial mortgage-backed

    2,027    13    2,040 

Other asset-backed

       968    57    1,025 

Total asset-backed

    7,939    199    8,138 

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

  $93       93 

Foreign government

    445      445 

Redeemable preferred stock

   19             19 

Fixed maturitiesavailable-for-sale

   112   40,451    330    40,893 

Fixed maturities trading

       595    6    601 

Total fixed maturities

  $112  $41,046   $336   $41,494 
                    

Equity securitiesavailable-for-sale

  $91    $19   $110 

Equity securities trading

   438        1    439 

Total equity securities

  $529  $-   $20   $549 
                    

Short term investments

  $3,833  $853     $4,686 

Other invested assets

   55   5      60 

Receivables

   1       1 

Life settlement contracts

     $58    58 

Payable to brokers

   (44      (44

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 ninesix months ended SeptemberJune 30, 20162017 and 2015:2016:

 

                                Unrealized                      Unrealized 
                                Gains                      Gains 
                                (Losses)                      (Losses) 
                              Recognized in      Net Realized Gains             Recognized in 
      Net Realized Gains                       Net Income      (Losses) and Net Change             Net Income 
      (Losses) and Net Change                       on Level      in Unrealized Gains             (Loss) on Level 
      in Unrealized Gains                       3 Assets and       (Losses)              3 Assets and 
      (Losses)             Transfers   Transfers     Liabilities      Included in         Transfers   Transfers     Liabilities 
  Balance,     Included in   Included in             into   out of Balance,   Held at      Balance,     Net Income     Included in         into out of     Balance,     Held at 
2016  July 1   Net Income OCI Purchases   Sales   Settlements   Level 3   Level 3 September 30   September 30   

 
2017 April 1 (Loss) OCI Purchases     Sales     Settlements Level 3 Level 3 June 30 June 30 
(In millions)                                                       

Fixed maturity securities:

                           

Corporate and other bonds

  $242            $        1   $        7   $        16        $(5)         $        261           $121        $(11)     $(10)    $100      

States, municipalities and political subdivisions

   2           (1)          1            1            1      

Asset-backed:

                           

Residential mortgage-backed

   134      (1  5         (1)        $(58  79            126    $1    $1       (5)       123      

Commercial mortgage- backed

   11       23         (8)         (2  24            13            13      

Other asset-backed

   45       34             (36  43            117        $13       (2)    $24       (70)     82       

 

Total asset-backed

   190     -    (1  62      $          -     (9)      $-     (96  146          $-            256     1     1     13    $   (7)     24       (70)     218      $-        

 

Fixed maturitiesavailable-for-sale

   434     1    6    78         (15)         (96  408            378     1     1     13      (18)     24       (80)     319      

Fixed maturities trading

   6                6           (1)            5                   5       (1)       

 

Total fixed maturities

  $440            $1   $6   $78      $          -    $(15)      $-    $(96 $414          $(1)           $383    $1    $1    $13    $  $(18)    $24      $(80)    $324      $(1)       

  

Equity securitiesavailable-for-sale

  $19            $(1 $1            $19          $(2)           $19     $1     $(1)     $19      

Equity securities trading

   2      $(1)              1           (1)            1                   1       

 

Total equity securities

  $21            $(1 $1   $(1)      $          -    $          -      $-    $          -   $20          $(3)           $20    $-    $1    $-    $(1)  $-  $-  $-  $20      $-        

  

Life settlement contracts

  $67               $67           $46       $(45)     $1      

Derivative financial instruments, net

   1            $(1            -          

      

 

Net Realized Gains
(Losses) and Net Change
in Unrealized Gains
(Losses)

         

Transfers

into
Level 3

   

Transfers

out of
Level 3

  

Balance,
September 30

   Unrealized
Gains
(Losses)
Recognized in
Net Income
on Level 3
Assets and
Liabilities
                    Unrealized 
2015  Balance,
July 1
   Included in
Net Income
 Included in
OCI
 Purchases   Sales Settlements      Held at
September 30
 

                    Gains 
                   (Losses) 
   Net Realized Gains             Recognized in 
   (Losses) and Net Change             Net Income 
   in Unrealized Gains             (Loss) on Level 
   (Losses)             3 Assets and 
   Included in         Transfers   Transfers     Liabilities 
   Balance,     Net Income     Included in         into out of     Balance,     Held at 
2016 April 1 (Loss) OCI Purchases     Sales     Settlements Level 3 Level 3 June 30 June 30 

(In millions)

                                    

Fixed maturity securities:

                         

Corporate and other bonds

  $141      $27    $(1 $(11   $(3 $153           $193  $1  $3  $94  $(20)  $(7)   $(22)  $242  

States, municipalities and political subdivisions

   85             (24 61           2         2  

Asset-backed:

                         

Residential mortgage-backed

   207    $2   $(2 4     (7    204           128  1  (1)  10   (4)    134  

Commercial mortgage-backed

   87     5   (4 8     (15    (10 71          

Commercial mortgage- backed

 27      (9)  $3  (10)  11  

Other asset-backed

   490     (6 43     (20 (32    (4 471           50    2  35  (25)  (1)    (16)  45   

 

Total asset-backed

   784     7   (12 55     (20 (54 $-     (14 746          $        -           205  1  1  45  (25)  (14)  3  (26)  190  $-        

 

Fixed maturities available-for-sale

   1,010     7   (12 82     (21 (65    (41 960           400  2  4  139  (45)  (21)  3  (48)  434  

Fixed maturities trading

   89     (2     (1     86          $      (2)           3  4      (1)        6  4        

 

Total fixed maturities

  $    1,099    $        5   $(12 $        82    $(22 $(65 $-    $(41 $1,046          $      (2)           $403  $6  $4  $139  $(46)  $(21)  $3  $(48)  $440  $4        

  

Equity securities available-for-sale

  $16     $(1        $15           $19         $19  

Equity securities trading

   1    $1      $(2      -          $1            -  $1    $1          2  $1        

 

Total equity securities

  $17    $1   $(1 $-    $(2 $        -   $        -    $-   $15          $1           $19  $1  $-  $1  $-  $-  $-  $-  $21  $1        

  

Life settlement contracts

  $75    $5       $(6    $74          $2           $72  $6     $(11)    $67  $(3)       

Derivative financial instruments, net

  (2)      $3   1  (3)       

                                  Unrealized                    Unrealized 
                                  Gains                    Gains 
                                  (Losses)                    (Losses) 
                                Recognized in    Net Realized Gains             Recognized in 
      Net Realized Gains                         Net Income    (Losses) and Net Change             Net Income 
      (Losses) and Net Change                         on Level    in Unrealized Gains             (Loss) on Level 
      in Unrealized Gains                         3 Assets and    (Losses)             3 Assets and 
      (Losses)             Transfers   Transfers       Liabilities    Included in         Transfers   Transfers     Liabilities 
  Balance,   Included in Included in             into   out of   Balance,   Held at  Balance,   Net Income     Included in         into out of   Balance,   Held at 
2016  January 1   Net Income OCI   Purchases   Sales Settlements   Level 3   Level 3   September 30   September 30 

 
2017   January 1   (Loss) OCI Purchases     Sales     Settlements Level 3 Level 3 June 30 June 30 
(In millions)                                                         

Fixed maturity securities:

                            

Corporate and other bonds

  $168       $1   $14      $163      $(36 $(15)       $(34)    $261           $130   $1  $5  $(1)  $(25)   $(10)  $100  

States, municipalities and political subdivisions

   2              (1)          1            1          1  

Asset-backed:

                            

Residential mortgage-backed

   134        2    (2)       15        (10)        (60)      79            129  $2   3     (11)     123  

Commercial mortgage-backed

   22           32        (17)     $    3       (16)      24            13          13  

Other asset-backed

   53                 2        69       (25  (1)      2       (57)      43            57   (1    51     (2)  $52   (75)   82   

 

Total asset-backed

   209                2    -        116       (25  (28)      5       (133)      146          $-             199   1   3   51   -   (13)   52   (75)   218      $-        

 

Fixed maturities available-for-sale

   379        3    14        279       (61  (44)      5       (167)      408            330   1   4   56   (1)   (38)   52   (85)   319  

Fixed maturities trading

   85        5      2       (86        6           3             6   (1              5   (1)       

 

Total fixed maturities

  $464       $8   $14       $281      $    (147 $(44)     $5      $(167)     $414          $3            $336  $-  $4  $56  $(1)  $(38)  $52  $(85)  $324      $(1)       

  

Equity securities available-for-sale

  $20       $(1            $19          $    (2)           $19   $2  $1  $(3)     $19  

Equity securities trading

   1        1       $(1        1            1                 1   

 

Total equity securities

  $21       $-   $-       $-      $(1 $-       $-      $-    $20          $(2)           $20  $-  $2  $1  $(3)  $-  $-  $-  $20      $-        

  

Life settlement contracts

  $74       $10        $(17)          $67          $2            $58  $6    $(58)  $(5)    $1  

Derivative financial instruments, net

   3        (4     $(2   $3         -           (3)            -   1     (1)      -  

                              Unrealized                      Unrealized 
                              Gains                      Gains 
                              (Losses)                      (Losses) 
                              Recognized in      Net Realized Gains             Recognized in 
      Net Realized Gains                     Net Income      (Losses) and Net Change             Net Income 
      (Losses) and Net Change                     on Level      in Unrealized Gains             (Loss) on Level 
      in Unrealized Gains                     3 Assets and      (Losses)             3 Assets and 
      (Losses)           Transfers   Transfers     Liabilities      Included in         Transfers   Transfers     Liabilities 
  Balance,     Included in   Included in           into   out of Balance,   Held at    Balance,   Net Income     Included in         into out of   Balance,   Held at 
2015  January 1   Net Income OCI Purchases   Sales Settlements   Level 3   Level 3 September 30   September 30   

 
2016   January 1   (Loss) OCI Purchases     Sales     Settlements Level 3 Level 3 June 30 June 30 
(In millions)                                                     

Fixed maturity securities:

                          

Corporate and other bonds

  $162    $(1 $(1 $39      $(13 $(32)      $37    $(38 $153           $168   $7  $147  $(36)  $(10)   $(34)  $242  

States, municipalities and political subdivisions

   94     1       (10)         (24 61           2         2  

Asset-backed:

                          

Residential mortgage-backed

   189     4   (4 76       (28)         (33 204           134  $2  (1)  10   (9)   (2)  134  

Commercial mortgage-backed

   83     7   (4 23       (17)       17     (38 71          

Commercial mortgage- backed

 22    9   (9)  $3  (14)  11  

Other asset-backed

   655     3   4   125       (254 (52)         (10 471          $(1)           53    2  35  (25)  (1)  2  (21)  45   

 

Total asset-backed

   927     14   (4 224       (254 (97)       17     (81 746           (1)           209  2  1  54  (25)  (19)  5  (37)  190  $-        

 

Fixed maturities available-for-sale

   1,183     14   (5 263       (267 (139)       54     (143 960           (1)           379  2  8  201  (61)  (29)  5  (71)  434  

Fixed maturities trading

   90     (2     (2      86           (2)           85  5    2  (86)        6  4        

 

Total fixed maturities

  $1,273    $12   $(5 $263      $    (269 $    (139)      $54    $(143 $1,046          $(3)           $464  $7  $8  $203  $(147)  $(29)  $5  $(71)  $440  $4        

  

Equity securities available-for-sale

  $16     $(1         $15           $20   $(1)       $19  

Equity securities trading

   1    $1      $(2       -          $1            1  $1    $1  $(1)        2  $1        

 

Total equity securities

  $17    $1   $(1 $-      $(2 $-      $-    $-   $15          $1            $21  $1  $(1)  $1  $(1)  $-  $-  $-  $21  $1        

  

Life settlement contracts

  $82    $22       $(30)         $74          $1            $74  $10     $(17)    $67  $(3)       

Derivative financial instruments, net

 3  (3)    $(2)   $3   1  (3)       

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

 

Major Category of Assets and Liabilities  Consolidated Condensed Statements of Income Line Items

Fixed maturity securitiesavailable-for-sale

  

Investment gains (losses)

Fixed maturity securities, trading

  

Net investment income

Equity securitiesavailable-for-sale

  

Investment gains (losses)

Equity securities, trading

  

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 Other revenues

Life settlement contracts

  

Other revenues

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. During the three and ninesix months ended SeptemberJune 30, 2017 and 2016 there were no transfers between Level 1 and Level 2. During the three and nine months ended September 30, 2015, there were $10 million of transfers from Level 2 to Level 1 and no transfers from Level 1 to Level 2. The Company’s policy is to recognize transfers between levels at the beginning of quarterly reporting periods.

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 and exchange traded bonds and redeemable preferred stock, 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 inputs that are not market observable.

Equity Securities

Level 1 equity securities include publicly traded securities valued using quoted market prices. Level 2 securities are primarilynon-redeemable preferred stocks and common stocks 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 inputs that are not market observable.

Derivative Financial Instruments

Exchange traded derivatives 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, 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 Investments

Securities that are actively traded or have quoted prices are classified as Level 1. These securities include money market funds and treasury bills. Level 2 primarily includes commercial paper, for which all inputs are market observable. Fixed maturity securities purchased within one year of maturity are valuedclassified 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.

Other Invested Assets

Level 1 securities include exchange tradedopen-end funds valued using quoted market prices.

Life Settlement Contracts

TheCNA accounts for its investment in life settlement contracts using the fair valuesvalue method. Historically, the fair value of life settlement contracts arewas determined as the present value of the anticipated death benefits less anticipated premium payments based on contract terms that are distinct for each insured, as well as CNA’s own assumptions for mortality, premium expense and the rate of return that a buyer would require on the contracts.

The entire portfolio of life settlement contracts was determined to be held for sale as of December 31, 2016 as CNA reached an agreement on terms to sell the portfolio. As such, CNA adjusted the fair value to the estimated sales proceeds less cost to sell. The definitive Purchase and Sale Agreement (“PSA”) related to the portfolio was executed on March 7, 2017 (“sale date”). In connection therewith, the life settlement contracts and related sale proceeds were placed in escrow until the buyer is recognized as the owner and beneficiary of each individual life settlement contract by the life insurance company that issued the policy. All but $1 million of the contracts have been released from escrow as of June 30, 2017. CNA derecognized the released contracts and recorded the consideration, including a note receivable, which is payable over three years and is carried at amortized cost less any valuation allowance. The note receivable of $45 million is included within Other assets on the June 30, 2017 Consolidated Condensed Balance Sheet and interest income is accreted to the principal balance of the note receivable. The contracts remaining in escrow have not been derecognized, continue to be measured at the fair value per the PSA, and are expected to clear escrow in the third quarter of 2017.

The fair value of CNA’s investments in life settlement contracts were $1 million and $58 million as of June 30, 2017 and December 31, 2016, and are included in Other assets on the Consolidated Condensed Balance Sheets. Despite the sale, the contracts have been classified as Level 3 as there is not an active market for life settlement contracts. The cash receipts and payments related to the life settlement contracts prior to the sale date are included in operating activities on the Consolidated Condensed Statements of Cash Flows. Cash receipts related to the sale of the life settlement contracts as no comparable market pricing data is available.well as principal payments on the note receivable are included in investing activities.

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. The valuation of life settlement contracts was based on the terms of the sale of the contracts to a third party; therefore the contracts are not included in the tables below.

 

September 30, 2016    Estimated
Fair Value
   Valuation
Techniques
  Unobservable
Inputs
    Range
(Weighted
Average)
 

 

 
     (In millions)             

Fixed maturity securities

      $211      Discounted cash flow  Credit spread     2% – 40% (6%)  

Life settlement contracts

     67      Discounted cash flow  Discount rate risk premium     9%  
        Mortality assumption     55% – 1,676% (162%)  
December 31, 2015                  

 

 

Fixed maturity securities

      $138        Discounted cash flow  Credit spread     3% – 184% (6%)  

Life settlement contracts

     74        Discounted cash flow  Discount rate risk premium     9%  
        Mortality assumption     55% – 1,676% (164%)  
June 30, 2017

Estimated

Fair Value

Valuation

Techniques

Unobservable

Inputs

Range

(Weighted

Average)

(In millions)

Fixed maturity securities

$        125

Discounted

cash flow

Credit spread2% – 40% (4%)

December 31, 2016

Fixed maturity securities

$        106

Discounted

cash flow

Credit spread2% – 40% (4%)

For fixed maturity securities, an increase to the credit spread assumptions would result in a lower fair value measurement. For life settlement contracts, an increase in the discount rate risk premium or decrease in the mortality assumption 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 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
September 30, 2016    Amount Level 1       Level 2     Level 3      Total     
June 30, 2017  Amount    Level 1  Level 2  Level 3  Total
(In millions)                                         

Assets:

                                

Other invested assets, primarily mortgage loans

    $629           $      654       $654            $646         $655   $655

Liabilities:

                                

Short term debt

     185         $182         3       185             190      $154    40    194

Long term debt

     10,722        10,428         646       11,074             11,075       10,074    1,217    11,291
December 31, 2015                               

December 31, 2016

               

Assets:

                                

Other invested assets, primarily mortgage loans

    $678           $688       $688            $591         $594   $594

Liabilities:

                                

Short term debt

     1,038         $1,050         2       1,052            107      $104   3   107

Long term debt

     9,507        8,538         595       9,133            10,655      10,150   646   10,796

The following methods and assumptions were used in estimating the fair value of these financial assets and liabilities.

The fair valuevalues of mortgage loans, included in Other invested assets, waswere based on the present value of the expected future cash flows discounted at the current interest rate for similar financial instruments, adjusted for specific loan risk.

Fair value of debt was based on observable market prices when available. When observable market prices were not available, the fair value of debt was based on observable market prices of comparable instruments adjusted for differences between the observed instruments and the instruments being valued or is estimated using discounted cash flow analyses, based on current incremental borrowing rates for similar types of borrowing arrangements.

4.5. Property, Plant and Equipment

Diamond Offshore

Asset Impairments

During the second quarter of 2017, Diamond Offshore evaluated seven drilling rigs with indicators of impairment. Due to the continued deterioration of market fundamentals in the contract drilling industry, as well as newly-available market projections, which indicated that a full market recovery is likely to occur further in the future than had previously been estimated, Diamond Offshore determined that the carrying values of one ultra-deepwater and one deepwater semisubmersible rig were impaired.

Diamond Offshore estimated the fair value of the rigs impaired in 2017 using an income approach, whereby the fair value of each rig was estimated based on a calculation of the rig’s future net cash flows. These calculations utilized significant unobservable inputs, including estimated proceeds that may be received on ultimate disposition of the rig, and are representative of Level 3 fair value measurements due to the significant level of estimation involved and lack of transparency as to the inputs used. During the second quarter of 2017, Diamond Offshore recorded an asset impairment charge of $72 million ($23 million after tax and noncontrolling interests), which is included in Other operating expenses on the Consolidated Condensed Statements of Income.

As of June 30, 2017, there were nine rigs in Diamond Offshore’s drilling fleet for which there were no current indicators that their carrying amounts may not be recoverable and, therefore, were not evaluated for impairment at that time. If market fundamentals in the offshore oil and gas industry deteriorate further or a projected market recovery is further delayed, additional impairment losses may be required to be recognized in future periods.

Diamond Offshore recorded aggregate asset impairment charges of $672 million ($263 million after tax and noncontrolling interests), which is included in Other operating expenses on the Consolidated Condensed Statements of Income for the three and six months ended June 30, 2016. See Note 6 of the Consolidated Financial Statements in the Company’s Annual Report on Form10-K for the year ended December 31, 2016 for further discussion of Diamond Offshore’s 2016 asset impairments.

Boardwalk Pipeline

Sale of Assets

In FebruaryMay of 2016, Diamond Offshore entered into2017, Boardwalk Pipeline sold a ten-year agreement with a subsidiary of GE Oil & Gas (“GE”) to provide services with respect to certain blowout preventerprocessing plant and related well control equipment on four newly-built drillships. Such services include management of maintenance, certification and reliability with respect to such equipment. In connection with the contractual services agreement with GE, Diamond Offshore will sell the well control equipment toassets, for approximately $65 million, including customary adjustments. The sale resulted in a GE affiliate and subsequently lease back such equipment pursuant to separate ten-year operating leases. During the nine months ended September 30, 2016, Diamond Offshore completed three sale and leaseback transactions and received $158 million in proceeds, which was less than the carrying value of the

equipment. The resulting difference was recorded as prepaid rent with no gain or loss recognized on the transactions, and will be amortized over the terms of the operating leases. Future commitments under the operating leases and contractual services agreements are estimated to aggregate approximately $491 million over the term of the agreements. Diamond Offshore expects to complete the remaining sale and leaseback transaction in the fourth quarter of 2016.

Asset Impairments

During the second quarter of 2016, in response to the continuing decline in industry-wide utilization for semisubmersible rigs, further exacerbated by additional and more frequent contract cancelations by customers, declining dayrates, as well as the results of a third-party strategic review of Diamond Offshore’s long-term business plan completed in the second quarter of 2016, Diamond Offshore reassessed its projections for a recovery in the offshore drilling market. As a result, Diamond Offshore concluded that an expected market recovery is now likely further in the future than had previously been estimated. Consequently, Diamond Offshore believes its cold-stacked rigs, as well as those rigs expected to be cold-stacked in the near term after they come off contract, will likely remain cold-stacked for an extended period of time. Diamond Offshore also believes that the re-entry costs for these rigs will be higher than previously estimated, negatively impacting the undiscounted, probability-weighted cash flow projections utilized in its impairment analysis. In addition, in response to the declining market, Diamond Offshore also reduced anticipated market pricing and expected utilization of these rigs after reactivation. In the second quarter of 2016, Diamond Offshore evaluated 15 of its drilling rigs with indications that their carrying amounts may not be recoverable. Based on updated assumptions and analyses, Diamond Offshore determined that the carrying values of eight of these rigs, consisting of three ultra-deepwater, three deepwater and two mid-water semisubmersible rigs, were impaired.

Diamond Offshore estimated the fair value of the eight impaired rigs using an income approach. The fair value of each rig was estimated based on a calculation of the rig’s discounted future net cash flows over its remaining economic life, which utilized significant unobservable inputs, including, but not limited to, assumptions related to estimated dayrate revenue, rig utilization, estimated reactivation and regulatory survey costs, as well as estimated proceeds that may be received on ultimate disposition of the rig. The fair value estimates were representative of Level 3 fair value measurements due to the significant level of estimation involved and the lack of transparency as to the inputs used. During the second quarter of 2016, Diamond Offshore recognized an impairment loss of $672$47 million ($263 million after tax and noncontrolling interests).

In the third quarter of 2016, Diamond Offshore evaluated nine of its drilling rigs with indications that their carrying amounts may not be recoverable. Based on its assumptions and analyses, Diamond Offshore determined that the carrying values of these rigs were not impaired. If market fundamentals in the offshore oil and gas industry deteriorate further, Diamond Offshore may be required to recognize additional impairment losses in future periods.

Diamond Offshore recognized aggregate impairment losses of $2 million ($115 million after tax and noncontrolling interests) and $361 million ($159 million after tax and noncontrolling interests) for the three and nine months ended September 30, 2015. See Note 6 ofis included in Other operating expenses on the Consolidated FinancialCondensed Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 for further discussion of Diamond Offshore’s 2015 asset impairments.Income.

5.6. Claim and Claim Adjustment Expense Reserves

CNA’s property and casualty insurance claim and claim adjustment expense reserves represent the estimated amounts necessary to resolve all outstanding claims, including claims that are incurred but not reported (“IBNR”) claims as of the reporting date. CNA’s 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 such historical patterns as fieldclaim reserving trends and claim settlement practices, loss payments, pending levels of unpaid claims and product mix, as well as court decisions, 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 all 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 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 materialperiod-to-period fluctuations in CNA’s results of operations and/or equity. CNA reported catastrophe losses, net of reinsurance, of $16$39 million and $14$85 million for the three months ended SeptemberJune 30, 2017 and 2016 and 2015 and $137$73 million and $103$121 million for the ninesix months ended SeptemberJune 30, 20162017 and 2015.2016. Catastrophe losses in 2017 related primarily to U.S. weather-related events. Catastrophe losses in 2016 resulted primarily from U.S. weather-related events and the Fort McMurray wildfires.

Liability for Unpaid Claim and Claim Adjustment Expenses Rollforward

The following table presents a reconciliation between beginning and ending claim and claim adjustment expense reserves, including claim and claim adjustment expense reserves ofnon-core operations.

Six Months Ended June 30  2017     2016 

 

 
(In millions)          

Reserves, beginning of year:

      

Gross

  $    22,343     $    22,663        

Ceded

   4,094      4,087        

 

 

Net reserves, beginning of year

   18,249      18,576        

 

 

Net incurred claim and claim adjustment expenses:

      

Provision for insured events of current year

   2,443      2,583        

Decrease in provision for insured events of prior years

   (159     (198)       

Amortization of discount

   93      93        

 

 

Total net incurred (a)

   2,377      2,478        

 

 

Net payments attributable to:

      

Current year events

   (266     (311)       

Prior year events

   (2,331     (2,185)       

 

 

Total net payments

   (2,597     (2,496)       

 

 

Foreign currency translation adjustment and other

   70      46        

 

 

Net reserves, end of period

   18,099      18,604        

Ceded reserves, end of period

   4,080      4,371        

 

 

Gross reserves, end of period

  $22,179     $22,975        

 

 

(a)

Total net incurred above does not agree to Insurance claims and policyholders’ benefits as reflected in the Consolidated Condensed Statements of Income 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.

Net Prior Year Development

Changes in estimates of claim and allocated claim adjustment expense reserves and premium accruals, net of reinsurance, for prior years are defined as net prior year development. These changes can be favorable or unfavorable. The following tablestable and discussion present net prior year development.development:

 

Three Months Ended September 30, 2016  Specialty   Commercial   International   Total  
  Three Months Ended Six Months Ended 
  June 30, June 30, 

   2017 2016 2017 2016 
(In millions)                          

Pretax (favorable) unfavorable net prior year claim and allocated claim adjustment expense reserve development

  $      (112)    $     (5)          $          (15)      $    (132)          $(55 $(98 $(112 $(150)     

Pretax (favorable) unfavorable premium development

     (3)         (2)       (5)           (8 (8  17  (22

 

Total pretax (favorable) unfavorable net prior year development

  $      (112)    $     (8)          $          (17)      $    (137)          $(63 $(106 $(95 $(172

    
Three Months Ended September 30, 2015                

 

Pretax (favorable) unfavorable net prior year claim and allocated claim adjustment expense reserve development

  $      (130)    $     (11)          $          (34)      $    (175)        

Pretax (favorable) unfavorable premium development

   (2)     (5)         2        (5)        

 

Total pretax (favorable) unfavorable net prior year development

  $      (132)    $     (16)          $          (32)      $    (180)        

 
Nine Months Ended September 30, 2016                

 

Pretax (favorable) unfavorable net prior year claim and allocated claim adjustment expense reserve development

  $      (211)    $     (37)          $          (34)      $    (282)        

Pretax (favorable) unfavorable premium development

   (18)     (7)         (2)       (27)        

 

Total pretax (favorable) unfavorable net prior year development

  $      (229)    $     (44)          $          (36)      $    (309)        

 
Nine Months Ended September 30, 2015                

 

Pretax (favorable) unfavorable net prior year claim and allocated claim adjustment expense reserve development

  $      (141)        $          (46)      $    (187)        

Pretax (favorable) unfavorable premium development

   (10)    $     (17)         16        (11)        

 

Total pretax (favorable) unfavorable net prior year development

  $      (151)    $     (17)          $          (30)      $    (198)        

 

Premium development can occur in the property and casualty business when there is a change in exposure on auditable policies or when premium accruals differ from processed premium. Audits on policies usually occur in a period after the expiration date of the policy. See Note 10 for further information on the premium development for the Small Business multi-peril package product and workers’ compensation policies for the three and six months ended June 30, 2017.

Specialty

The following table and discussion present further detaildetails of the net prior year claim and allocated claim adjustment expense reserve development (“development”) recorded for the Specialty segment::

 

      Three Months Ended
    September 30,
   Nine Months Ended   
September 30,   
 
  

 

 

   Three Months Ended Six Months Ended 
      2016   2015   2016   2015      June 30, June 30, 

   2017 2016 2017 2016 

(In millions)

                  

Medical professional liability

      $13     $(19)    $(17)    $(11)      $3  $(23 $4  $(30)     

Other professional liability and management liability

   (48)     (37)     (98)     (41)       (37 (41  (69 (50

Surety

   (63)     (70)     (63)     (69)    

Warranty

               1     

Commercial auto

   (20  (26 (35

General liability

   (1 (37  (1 (52

Workers’ compensation

   (46 50   (46 54 

Other

   (16)     (4)     (40)     (21)       26  (27  26  (37

 

Total pretax (favorable) unfavorable development

      $          (112)    $          (130)    $          (211)    $          (141)      $(55 $(98 $(112 $(150

    

Three Months

2017

Favorable development in other professional liability and management liability was primarily due to lower than expected claim frequency in accident years 2013 through 2015 and lower than expected severity in accident years 2014 through 2016 for professional liability.

Favorable development for workers’ compensation was primarily related to decreases in frequency and severity in recent accident years, partially attributable to California reforms related to decreases in medical costs.

Unfavorable development for medical professional liabilityother coverages was primarily due to higher than expected severity in accident year 2016 for property and other, higher than expected severity in accident year 2015 arising from the management liability business for other professional liability and adverse large claims experience in the Hardy political risks portfolio, relating largely to accident year 2016. This unfavorable development was partially offset by favorable development in accident years 2014 and prior for other professional liability and better than expected frequency in accident years 2014 through 2016, for property and 2015marine.

2016

Favorable development in aging services. Increased claims on a specific hospital policy inmedical professional liability was due to lower than expected severity for individual healthcare professionals and allied facilities for accident years 2014 and 2015 was also an unfavorable contributor, although more than offset by favorable development relative to expectations in accident years 2013 and prior.

Favorable development in other professional liability and management liability was primarily related to lower than expected frequency of claims andin accident years 2010 through 2015, mainly driven by professional services. This was partially offset by unfavorable development in accident year 2015 related to an increase in management liability frequency of larger claims.

Favorable development for commercial auto was primarily due to favorable outcomessettlements on specific claims forin accident years 2010 through 2014.

Favorable development in surety coveragesfor general liability was primarily due to better than expected claim settlements in accident years 2012 through 2014 and better than expected severity on umbrella claims in accident years 2010 through 2013.

Unfavorable development for workers’ compensation was due to a reduction in estimated recoveries on war hazard claims for Defense Base Act contractors, which was partially offset by favorable development related to lower than expected frequency of large lossesfrequencies for the small and middle market businesses in accident years 2014 and prior.2009 through 2014.

Favorable development for other coverages was primarily due to better than expected claim frequency in commercial lines coverages provided to Specialty customersloss emergence in accident years 20102013 through 2015.

2015

Favorable development in medical professional liability was related to lower for property and other, better than expected severity in accident years 20082013 and prior for liability and better than expected severity in auto liability in accident years 2011 through 2013.2015, partially offset by unfavorable development for higher than expected large loss emergence in accident years 2011 through 2015 for other professional liability.

Six Months

2017

Favorable development in other professional liability and management liability was relatedprimarily due to betterfavorable settlements on closed claims and a lower frequency of large losses for accident years 2011 through 2016 for professional and management liability, lower than expected large loss emergence in financial institutionsclaim frequency in accident years 20122013 through 2015 for professional liability and prior. Additional favorablelower than expected severity in accident years 2014 through 2016 for professional liability.

Favorable development relatedfor commercial auto was primarily due to lower than expected severity in accident years 2009

2013 through 2013 for directors and officers liability.2015.

Favorable development for surety coveragesworkers’ compensation was primarily duerelated to lower than expecteddecreases in frequency of large lossesand severity in recent accident years, 2013 and prior.partially attributable to California reforms related to decreases in medical costs.

Nine MonthsThe drivers of development for the six month period for other coverages were generally consistent with the three month summary above.

2016

Favorable development for medical professional liability was primarily due to lower than expected severitiesseverity for individual healthcare professionals, allied facilities, and hospitals in accident years 2011 and prior. This was partially offset by unfavorable development in accident years 2012 and 2013 related to higher than expected large loss emergence in hospitals and higher than expected frequency and severity in accident years 2014 and 2015 in CNA’sthe aging services business.

Favorable development in other professional liability and management liability was primarily related to favorable settlements on closed claims in accident years 2011 through 2013 in professional services. Additional favorable development related to lower than expected frequency of claims and favorable outcomes on specific claims in accident years 2010 through 20142015, mainly driven by professional services. Additional favorable development was related to favorable outcomes on larger claims in 2013 and prior in professional services. This was partially offset by unfavorable development

related to a specific financial institutions claim in accident year 2014, higher severities in accident year 2015 and deterioration on credit crises-related claims in accident year 2009.

Favorable development in surety coverages was primarily due to lower than expected frequency of large losses in accident years 2014 and prior.

Favorable development for other coverages provided to Specialty customers was due to better than expected claim frequency in property coverages in accident year 2015 and commercial lines coverages in accident years 2010 through 2015.

2015

Overall, favorable development for medical professional liability was related to lower than expected severity in accident years 2008 through 2013. Unfavorable development was recorded related to increased claim frequency in the aging services business for accident years 2013 and 2014.

Overall, favorable development in other professional liability and management liability related to better than expected large loss emergence in financial institutions in accident years 2012 and prior. Additional favorable development related to lower than expected severity in accident years 2009 through 2013 for directors and officers liability and lower than expected severity in accident years 2010 and prior for professional services. Unfavorable development was related to increased claim frequency on public company management liability in accident years 2012 through 2014.

Favorable development for surety coverages was primarily due to lower than expected frequency of large losses in accident years 2013 and prior.

Favorable development for other coverages was due to better than expected claim frequency in property coverages provided to Specialty customers in accident year 2014.

Commercial

The following table and discussion present further detail of the development recorded for the Commercial segment:

       Three Months Ended
    September 30,
   Nine Months Ended   
September 30,   
 
  

 

 

 
       2016   2015   2016   2015    

 

 

(In millions)

        

Commercial auto

      $          (12)      $(47)    $7     

General liability

   14     $     (38)     8     

Workers’ compensation

   (6)     (1)     48      22     

Property and other

   (1)               (13)                 (37)    

 

 

Total pretax (favorable) unfavorable development

      $(5)    $(11)    $          (37)    $-     

 

 

Three Months

2016

Favorable development for commercial auto was primarily due to lower than expected severities in accident years 2012 through 2015.

Unfavorable development for general liability was primarily due to an increase in reported claims prior to the closingmanagement liability frequency of the three year window set forth by the Minnesota Child Victims Act in accident years 2006 and prior.

Favorable development for workers’ compensation was primarily driven by lower than expected frequencies in accident years 2009 through 2014, partially offset by the estimated impact of recent Florida court rulings in accident years 2008 through 2015.

2015

Favorable development for property and other was primarily due to better than expected loss emergence on catastrophe events in accident year 2014.

Nine Months

2016larger claims.

Favorable development for commercial auto was primarily due to favorable settlements on claims in accident years 2010 through 2014 and lower than expected severities in accident years 2012 through 2015.2014.

Favorable development for general liability was primarily due to better than expected claim settlements in accident years 2012 through 2014 and better than expected severity on umbrella claims in accident years 2010 through 2013. This was partially offset by unfavorable development related to an increase in reported claims prior to the closing of the three year window set forth by the Minnesota Child Victims Act in accident years 2006 and prior.

Unfavorable development for workers’ compensation was primarily due to higher than expected severitya reduction in estimated recoveries on war hazard claims for Defense Base Act contractors, and the estimated impact of recent Florida court rulings in accident years 2008 through 2015. Thiswhich was partially offset by favorable development related to lower than expected frequencies related tofor the small and middle market businesses in accident years 2009 through 2014.

Unfavorable development for property and other was primarily due to higher than expected severity from a 2015 catastrophe event. This was offset by favorable development primarily due to better than expected loss frequency in accident years 2013 through 2015.

2015

Unfavorable development for workers’ compensation was primarily due to higher than expected severity related to Defense Base Act contractors in accident years 2008 through 2013.

Favorable development for property and other was primarily due to better than expected loss emergence from 2012 and 2014 catastrophe events and better than expected frequency of large claims in accident year 2014.

The nine months also included unfavorable loss development related to an extra contractual obligation loss and losses associated with premium development.

International

The following table and discussion present further detail of the development recorded for the International segment:

       Three Months Ended
    September 30,
  Nine Months Ended   
September 30,   
 
  

 

 

 
       2016  2015  2016  2015    

 

 

(In millions)

     

Medical professional liability

      $(2 $(8 $(3 $(8)    

Other professional liability

   (1  (11  16    (16)    

Liability

   (2  (5  (21  (12)    

Property & marine

   (9  (5  (16  (19)    

Other

   (1  (5  (10  9     

 

 

Total pretax (favorable) unfavorable development

      $          (15 $          (34 $          (34 $          (46)    

 

 

Three Months

2016

Favorable development for other professional liability was primarily due to favorable settlements on claims in accident years 2013 and prior. This was largely offset by higher than expected unfavorable large loss emergence in accident years 2014 and 2015.

Favorable development for property and marine was primarily due to favorable emergence of expected losses on a specific claim relating to the December 2015 United Kingdom (“U.K.”) Floods.

2015

Favorable development in medical professional liability was due to better than expected loss emergence on accident years 2011 to 2013.

Favorable development in other professional liability was due to better than expected large loss emergence in accident years 2011 and prior.

Favorable development in liability was due to better than expected large loss emergence in accident years 2012 and prior.

Favorable development in property and marine was due to better than expected individual large loss emergence and favorable settlements on large claims in accident years 2013 and 2014.

Nine Months

2016

Unfavorable development for other professional liability was primarily due to higher than expected large loss emergence in accident years 2011 through 2015, partially offset by favorable settlements on claims in accident years 2013 and prior.

Favorable development for liability was primarily due to better than expected severity in accident years 2013 and prior.

Favorable development for property and marine was primarily due to favorable emergence of expected losses on a specific claim relating to the December 2015 U.K. Floods.

Favorable development for other coverages was primarily due to better than expected claim frequency in property coverages in accident year 2015, better than expected loss emergence in accident years 2013 through 2015 for property and other, better than expected severity in accident years 2013 and prior for liability and better than expected severity in auto liability in accident years 2011 through 2015.

2015

Favorable This favorable development in medical professional liability was partially offset by unfavorable development which was primarily due to betterhigher than expected loss emergence on accident years 2011 to 2013.

Favorable development inseverity from a 2015 catastrophe event for property and other professional liability was due to betterand higher than expected large loss emergence in accident years 2011 and prior.

Favorable development in liability was due to better than expected large loss emergence in accident years 2012 and prior.

Favorable development in property and marine was due to better than expected individual large loss emergence and favorable settlements on large claims in accident years 2013 and 2014.

Unfavorable development inthrough 2015 for other is due to higher than expected large losses in financial institutions and political risk, primarily in accident year 2014.professional liability.

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 legacy A&EP liabilities were ceded to NICO through a loss portfolio transfer (loss portfolio transfer or “LPT”(“LPT”). At the effective date of the transaction, CNA ceded approximately $1.6 billion of net A&EP claim and allocated claim adjustment expense reserves 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 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, resulting in total consideration of $2.2 billion.

Through December 31, 2013,Subsequent to the effective date of the LPT, CNA recognized $0.9 billion ofadverse prior year development on its A&EP reserves which resulted in additional amounts ceded under the LPT. As a result, the cumulative amounts ceded under the LPT exceeded the $2.2 billion consideration paid, resulting in the NICO LPT moving into a gain position, requiring deferredretroactive reinsurance accounting. Under retroactive reinsurance accounting, treatment. Thisthis gain is deferred gain isand 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 that increases the amounts ceded incurredunder the LPT, the proportion of actual paid recoveries to total ceded losses is recognized,impacted and the change toin the deferred gain is cumulatively 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 in the Consolidated Condensed Statements of Income.

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

 

      Three Months Ended
    September 30,
   Nine Months Ended   
September 30,   
 
  

 

 

   Three Months Ended Six Months Ended 
      2016   2015   2016   2015      June 30, June 30, 

   2017 2016 2017 2016 

(In millions)

                  

Net A&EP adverse development before consideration of LPT

      $    $    $200     $150       $-  $-  $60  $200 

Provision for uncollectible third party reinsurance on A&EP

        

Retroactive reinsurance benefit recognized

   (3 (9  (43 (82)     

Pretax impact of A&EP reserve development and the LPT

  $(3 $(9 $17  $118 

    

Additional amounts ceded under LPT

             200      150     

Retroactive reinsurance benefit recognized

   (12)     (4)     (94)     (75)    

 

Pretax impact of unrecognized deferred retroactive reinsurance benefit

      $          (12)    $          (4)    $          106     $          75     

 

CNA completed its reserve review of A&EP reserves in the first quarter of 2016. Based upon CNA’s annual A&EP reserve review, net unfavorable prior year development prior toof $60 million and $200 million was recognized before consideration of cessions to the LPT for the six months ended June 30, 2017 and 2016. The 2017 unfavorable development was driven by modestly higher anticipated payouts on claims from known sources of $200 million was recognized.asbestos exposure. The 2016 unfavorable development was driven by an increase in anticipated future expenses associated with determination of coverage, higher anticipated payouts associated with a limited number of historical accounts having significant asbestos exposures and higher than expected severity on pollution claims. ThisWhile this unfavorable development was ceded to NICO under the LPT, however CNA’s reported earnings in both periods were negatively affected due to the application of retroactive reinsurance accounting, as only a portion of the additional amounts ceded under the LPT were recognized in that quarter. All amounts recognized related to the LPT are recorded within Insurance claims and policyholders’ benefits in the Consolidated Condensed Statement of Income.accounting.

As of SeptemberJune 30, 20162017 and December 31, 2015,2016, the cumulative amounts ceded under the LPT were $2.8$2.9 billion and $2.6$2.8 billion. The unrecognized deferred retroactive reinsurance benefit was $347$351 million and $241$334 million as of SeptemberJune 30, 20162017 and December 31, 2015.2016.

NICO established a collateral trust account as security for its obligations to CNA. The fair value of the collateral trust account was $2.5 billion and $2.8 billion as of SeptemberJune 30, 20162017 and December 31, 2015.2016. In addition, Berkshire Hathaway Inc. guaranteed the payment obligations of NICO up to the full 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 CNA’s A&EP claims.

6.  Income Taxes

The components of U.S. and foreign income before income tax and a reconciliation between the federal income tax expense at statutory rates and the actual income tax expense is as follows:

       Three Months Ended    
  September 30,
   Nine Months Ended
September 30,
 
  

 

 

 
       2016   2015   2016       2015       

 

 
(In millions)                

Income (loss) before income tax:

        

U.S.

   $    638      $    188         $    535      $    454        

Foreign

       (82)         160         (60)     294        

 

 

Total

   $    556      $    348         $    475      $    748        

 

 

Income tax expense at statutory rate

   $    194      $    122         $    166      $    262        

Increase (decrease) in income tax expense resulting from:

        

Exempt investment income

   (28)     (34)        (92)     (92)       

Foreign related tax differential

        (27)        102      (32)       

Amortization of deferred charges associated with intercompany rig sales to other tax jurisdictions

     1           42        

Taxes related to domestic affiliate

        5              (1)       

Partnership earnings not subject to taxes

   (9)     (6)        (37)     (26)       

Unrecognized tax benefit

   (2)     (4)             1        

Other

        9         22      16        

 

 

Income tax expense

   $    163      $    66         $    171      $    170        

 

 

The effective tax rate is impacted by the change in the relative components of earnings or losses generated in foreign tax jurisdictions with lower tax rates.

As of September 30, 2016, a valuation allowance of $61 million was established for the future tax benefit of foreign tax credits in the U.S. which Diamond Offshore no longer expects to be able to realize prior to their expiration.

7.  Debt

CNA Financial

In the first quarter of 2016, CNA completed a public offering of $500 million aggregate principal amount of 4.5% senior notes due March 1, 2026 and used the net proceeds to repay the entire $350 million outstanding principal amount of its 6.5% senior notes due August 15, 2016.

Diamond Offshore

In the first quarter of 2016, Diamond Offshore cancelled its commercial paper program and repaid the $287 million in commercial paper outstanding at December 31, 2015 with proceeds from Eurodollar loans under its revolving credit agreement. As of September 30, 2016, there was $182 million outstanding under the revolving credit agreement.

Boardwalk Pipeline

In May of 2016, Boardwalk Pipeline completed a public offering of $550 million aggregate principal amount of 6.0% senior notes due June 1, 2026 and used the proceeds to reduce borrowings under its revolving credit facility.

Loews

In March of 2016, the Company completed a public offering of $500 million aggregate principal amount of 3.8% senior notes due April 1, 2026 and repaid in full the entire $400 million aggregate principal amount of its 5.3% senior notes at maturity.

8. Shareholders’ Equity

Accumulated other comprehensive income (loss)

The tables below displaypresent the changes in Accumulated other comprehensive income (“AOCI”)AOCI by component for the three and ninesix months ended SeptemberJune 30, 20152016 and 2016:2017:

 

   

OTTI

Gains
(Losses)

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

 

 
(In millions)                        

Balance, July 1, 2015

   $        28             $        619           $        (3)          $        (598)          $            7           $        53      

Other comprehensive income (loss) before reclassifications, after tax of $(1), $38, $0, $(1) and $0

   2             (70)            (1)          (53)          (122)     

Reclassification of losses from accumulated other comprehensive income, after tax of $0, $(17), $0, $(2) and $0

     31           1           5             37      

 

 

Other comprehensive income (loss)

   2             (39)          1           4           (53)          (85)     

Amounts attributable to noncontrolling interests

     4           (1)          1           5           9      

 

 

Balance, September 30, 2015

   $        30             $        584           $        (3)          $        (593)          $        (41)          $      (23)     

 

 

Balance, July 1, 2016

   $        28             $        838           $        (2)          $        (639)          $      (106)          $      119      

Other comprehensive income (loss) before reclassifications, after tax of $(4), $(32), $0, $0 and $0

   7             69               (24)          52      

Reclassification of (gains) losses from accumulated other comprehensive income, after tax of $2, $13, $0, $(4) and $0

   (4)            (27)          1           7             (23)     

 

 

Other comprehensive income (loss)

   3             42           1           7           (24)          29      

Amounts attributable to noncontrolling interests

   (1)            (4)          (1)            2           (4)     

 

 

Balance, September 30, 2016

   $        30             $        876           $        (2)          $        (632)          $      (128)          $      144      

 

 
             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, 2016

   $29  $554  $(2)  $(643)  $(64)  $(126)

Other comprehensive income (loss) before reclassifications, after tax of $1, $(164), $0, $0 and $0

    (1)   322       (48)   273

Reclassification of (gains) losses from accumulated other comprehensive income, after tax of $0, $6, $0, $(4) and $0

         (1)        5        4

Other comprehensive income (loss)

    (1)   321        -   5   (48)   277

Amounts attributable to noncontrolling interests

         (37)        (1)   6   (32)

Balance, June 30, 2016

   $    28  $838  $(2)  $    (639)  $    (106)  $119
                                

Balance, April 1, 2017

   $23  $    636  $(2)  $(638)  $(168)  $    (149)

Other comprehensive income (loss) before reclassifications, after tax of $1, $(63), $0, $0 and $0

    (1)   108       42   149

Reclassification of (gains) losses from accumulated other comprehensive income, after tax of $(1), $15, $0, $(3) and $0

    1   (31)        7        (23)

Other comprehensive income

    -   77   -   7   42   126

Amounts attributable to noncontrolling interests

         (8)        (1)   (4)   (13)

Balance, June 30, 2017

   $23  $705  $(2)  $(632)  $(130)  $(36)
                                

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

 

 
(In millions)                        

Balance, January 1, 2015

   $        32           $        846           $        (6)          $        (641)          $            49           $        280        

Other comprehensive income (loss) before reclassifications, after tax of $1, $162, $1, $(19) and $0

   (3)          (321)          (2)          36           (100)          (390)       

Reclassification of losses from accumulated other comprehensive income, after tax of $0, $(22), $(2), $(9) and $0

     29           7           15             51        

 

 

Other comprehensive income (loss)

   (3)          (292)          5           51           (100)          (339)       

Issuance of equity securities by subsidiary

         1             1        

Amounts attributable to noncontrolling interests

   1           30           (2)          (4)          10           35        

 

 

Balance, September 30, 2015

   $        30           $        584           $        (3)          $        (593)          $         (41)          $        (23)       

 

 

Balance, January 1, 2016

   $        24           $        347           $        (3)          $        (649)          $         (76)          $      (357)       

Other comprehensive income (loss) before reclassifications, after tax of $(5), $(304), $0, $0 and $0

   9           608               (58)          559        

Reclassification of (gains) losses from accumulated other comprehensive income, after tax of $1, $12, $0, $(11) and $0

   (2)          (17)          2           20             3        

 

 

Other comprehensive income (loss)

   7           591           2           20         �� (58)          562        

Amounts attributable to noncontrolling interests

   (1)          (62)          (1)          (3)          6           (61)       

 

 

Balance, September 30, 2016

   $        30           $        876           $        (2)          $        (632)          $       (128)          $        144        

 

 
             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, 2016

   $24  $347  $(3)  $(649)  $(76)  $(357)

Other comprehensive income (loss) before reclassifications, after tax of $(1), $(272), $0, $0 and $0

    2   539       (34)   507

Reclassification of losses from accumulated other comprehensive income, after tax of $(1), $(1), $0, $(7) and $0

    2   10   1   13        26

Other comprehensive income (loss)

    4   549   1   13   (34)   533

Amounts attributable to noncontrolling interests

         (58)        (3)   4   (57)

Balance, June 30, 2016

   $28  $838  $(2)  $(639)  $(106)  $119
                                

Balance, January 1, 2017

   $    27  $    576  $    (2)  $    (646)  $    (178)  $    (223)

Other comprehensive income (loss) before reclassifications, after tax of $0, $(110), $0, $0 and $0

    (1)   193   (1)     53   244

Reclassification of (gains) losses from accumulated other comprehensive income, after tax of $1, $24, $0, $(7) and $0

    (3)   (49)   1   15        (36)

Other comprehensive income (loss)

    (4)   144   -   15   53   208

Amounts attributable to noncontrolling interests

         (15)        (1)   (5)   (21)

Balance, June 30, 2017

   $23  $705  $(2)  $(632)  $(130)  $(36)
                                

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

 

Major Category of AOCI  Affected Line Item

OTTI gains (losses)  Investment gains (losses)
Unrealized gains (losses) on investments  Investment gains (losses)
Cash flow hedges  Other revenues, Interest expense and Contract drilling expenses
Pension liability  Other operating expenses

Subsidiary Equity Transactions

Loews purchased 0.3 million shares of CNA common stock at an aggregate cost of $8 million during the nine months ended September 30, 2016. The Company’s percentage ownership interest in CNA remained unchanged as a result of these transactions, at 90%. The Company’s purchase price of the shares was lower than the carrying value of its investment in CNA, resulting in an increase to Additional paid-in capital (“APIC”) of $3 million.

Treasury Stock

The Company repurchased 3.00.1 million and 16.32.6 million shares of Loews common stock at aggregate costs of $115$6 million and $633$98 million during the ninesix months ended SeptemberJune 30, 20162017 and 2015.2016.

9.8. Benefit Plans

The Company has severalnon-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    
September 30,
   Nine Months Ended
September 30,
   Pension Benefits
  

 

 

   Three Months Ended  Six Months Ended
      2016         2015       2016       2015       June 30,  June 30,

   2017  2016  2017  2016
(In millions)                      

Service cost

    $2         $2          $6           $10            $2                $2              $4              $4          

Interest cost

   33         31                 97        95           29             32             59             64          

Expected return on plan assets

   (45)        (48)          (133)       (145)          (43)            (44)            (86)            (88)         

Amortization of unrecognized net loss

   11         9           34              32           11             12             22             23          

Settlement charge

   1         2           3        2           1             1             3             2          

 

Net periodic benefit cost

    $2         $(4)         $7           $(6)           $-                 $3              $2              $5          

 
  Other Postretirement Benefits             
  

 

 

 
      Three Months Ended    
September 30,
   Nine Months Ended
September 30,
   Other Postretirement Benefits
  

 

 

   Three Months Ended  Six Months Ended
      2016     2015       2016       2015   June 30,  June 30,

   2017  2016  2017  2016
(In millions)                      

Service cost

    $1             $1        $1        $1        

Interest cost

   1         1         2         2                $1              $1          

Expected return on plan assets

   (1)        (1)        (3)        (3)           $(1)               $(1)            (2)            (2)         

Amortization of unrecognized prior service benefit

   (1)        (3)        (3)        (8)             (1)            (1)            (2)         

Amortization of unrecognized net loss

        1        

 

Net periodic benefit cost

    $-             $(2)       $(3)       $(7)           $(1)               $(2)             $(2)             $(3)         

             

10.  Business Segments

The Company’s segments are CNA Financial’s core property and casualty commercial insurance operations which include Specialty, Commercial and International; CNA’s Other Non-Core operations; Diamond Offshore; Boardwalk Pipeline; Loews Hotels; and Corporate and other. The Company’s reportable segments are primarily based on its individual operating subsidiaries. Each of the principal operating subsidiaries is 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. Investment gains (losses) and the related income taxes, excluding those of CNA, are included in the Corporate and other segment. For additional disclosures regarding the composition of the Company’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, 2015.

The following tables present the Company’s consolidated revenues and income (loss) by business segment:

   Three Months Ended
September 30,
   Nine Months Ended
September 30,
 
  

 

 

 
       2016   2015   2016   2015   

 

 
(In millions)                

Revenues (a):

        

CNA Financial:

        

Property and Casualty:

        

Specialty

  $946    $846    $      2,739    $      2,667      

Commercial

   913     767     2,591     2,545      

International

   229     216     658     642      

Other Non-Core

   345     324     996     978      

 

 

Total CNA Financial

   2,433     2,153     6,984     6,832      

Diamond Offshore

   350     608     1,211     1,867      

Boardwalk Pipeline

   306     296     961     925      

Loews Hotels

   161     146     513     452      

Corporate and other

   37     (34   98     6      

 

 

Total

  $3,287    $3,169    $9,767    $10,082      

 

 

Income (loss) before income tax and noncontrolling interests (a):

        

CNA Financial:

        

Property and Casualty:

        

Specialty

  $306    $248    $736    $661      

Commercial

   186     83     427     391      

International

   33     23     16     71      

Other Non-Core

   (49   (120   (355   (410)     

 

 

Total CNA Financial

   476     234     824     713      

Diamond Offshore

   36     139     (538   (42)     

Boardwalk Pipeline

   46     48     210     163      

Loews Hotels

   4     1     17     25      

Corporate and other

   (6   (74   (38   (111)     

 

 

Total

  $556    $348    $475    $748      

 

 

Net income (loss) (a):

        

CNA Financial:

        

Property and Casualty:

        

Specialty

  $180    $147    $437    $394      

Commercial

   110     49     252     231      

International

   22     9     9     37      

Other Non-Core

   (4   (44   (141   (167)     

 

 

Total CNA Financial

   308     161     557     495      

Diamond Offshore

   7     47     (240   (34)     

Boardwalk Pipeline

   14     18     62     55      

Loews Hotels

   3     2     7     15      

Corporate and other

   (5   (46   (22   (70)     

 

 

Total

  $327    $182    $364    $461      

 

 

(a)

Investment gains (losses) included in Revenues, Income (loss) before income tax and noncontrolling interests and Net income (loss) are as follows:

   Three Months Ended
September 30,
  Nine Months Ended
September 30,
   
  

 

 

             2016           2015          2016          2015     

 

Revenues and Income (loss) before income tax and noncontrolling interests:

       

CNA Financial:

       

Property and Casualty:

       

Specialty

    $9    $(22 $2   $(18 

Commercial

   12     (29  2    (23 

International

   6     (1  14    1   

Other Non-Core

   18     2    12    (2 

 

Total CNA Financial

   45     (50  30    (42 

Corporate and other

      (12  

 

Total

    $45    $(50 $18   $(42 

 

Net income (loss):

       

CNA Financial:

       

Property and Casualty:

       

Specialty

    $5    $(14 $1   $(11 

Commercial

   7     (16  1    (13 

International

   4      10    1   

Other Non-Core

   11     1    4    5   

 

Total CNA Financial

   27     (29  16    (18 

Corporate and other

      (4  

 

Total

    $27    $(29 $12   $(18 

 

11.9. Legal Proceedings

CNA Financial

In September of 2016, a class action lawsuit was filed against CCC, Continental Assurance Company (“CAC”), CNA, the Investment Committee of the CNA 401(k) Plus Plan, The Northern Trust Company and John Does1-10 (“Defendants” (collectively “Defendants”) overrelated to the CNA 401(k) Plus Plan. The complaint alleges that Defendants breached fiduciary duties to the CNA 401(k) Plus Plan and caused prohibited transactions in violation of Thethe Employee Retirement Income Security Act of 1974 when the CNA 401(k) Plus Plan’s Fixed Income Fund’s annuity contract with CAC was canceled. The plaintiff alleges he and a proposed class of the CNA 401(k) Plus Plan participants who had invested in the Fixed Income Fund suffered lower returns in their CNA 401(k) Plus Plan investments as a consequence of these alleged violations and seeks relief on behalf of the putative class. CNA has only recently begun evaluating the lawsuit as thisThis litigation is in its preliminaryearly stages, and as of yet no class has been certified. CCC and the other Defendantsdefendants are contesting the case and the Company currently is unablecase. The parties are scheduled to predict the final outcome or the impact on its financial condition, resultsattend a mediation in September of operations or cash flows. As of September 30, 2016,2017.

CNA believes the likelihood of loss is reasonably possible, butpossible; however, given the amountstatus of the litigation, the novel issues raised by the allegations and the uncertainty as to how to assess potential damages, management is currently unable to predict the final outcome. The Plan trustees have provided notice to their fiduciary coverage insurance carriers. Based on CNA’s current assessment and consideration of available insurance coverage, CNA does not believe that the ultimate resolution of this matter will have a material impact on its condensed consolidated financial statements; however, the timing of recognition of loss, if any, cannot be estimated at this stage of the litigation.and insurance recovery, if any, may differ.

Other Litigation

The Company and its subsidiaries are parties to other litigation arising in the ordinary course of business. The outcome of this litigation will not, in the opinion of management, materially affect the Company’s results of operations or equity.

12.10. Commitments and Contingencies

CNA FinancialGuarantees

In the course of selling business entities and assets to third parties, CNA agreed to guarantee the performance of certain obligations of a previously owned subsidiarysubsidiaries and to indemnify purchasers for losses arising out of breaches of representations and warranties with respect to the business entities or assets sold, including, in certain cases, losses arising from undisclosed liabilities or certain named litigation. Such guarantee and indemnification agreements in effect for sales of business entities, assets and third party loans may include provisions that survive

indefinitely. As of SeptemberJune 30, 2016,2017, the aggregate amount related to quantifiable guarantees was $375$434 million and the aggregate amount related to quantifiable indemnification agreements was $258$254 million. ShouldIn certain cases, should CNA be required to make payments under theany such guarantee, it would have the right to seek reimbursement in certain cases from an affiliate of a previously owned subsidiary.

In addition, CNA has agreed to provide indemnification to third party purchasers for certain losses associated with sold business entities or assets that are not limited by a contractual monetary amount. As of SeptemberJune 30, 2016,2017, CNA had outstanding unlimited indemnifications in connection with the sales of certain of its business entities or assets 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 provided guarantees, if the primary obligor fails to perform, to holders of structured settlement annuities provided by a previously owned subsidiary. As of SeptemberJune 30, 2016,2017, the potential amount of future payments CNA could be required to pay under these guarantees was approximately $1.9$1.8 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.  ConsolidatingCNA Small Business Premium Rate Adjustment

In prior quarters, CNA identified rating errors related to its multi-peril package product and workers’ compensation policies within its Small Business unit and CNA is in the process of voluntarily issuing premium refunds related to affected policies. After the rating errors were identified, written and earned premium have been reported net of any impact from the premium rate adjustments. Premium development recognized as a result of the rating errors was favorable of $1 million and adverse of $37 million for the three and six months ended June 30, 2017.

The estimated refund liability for the multi-peril product and workers’ compensation policies as of June 30, 2017 was $96 million. CNA has reduced pretax income by $1 million and $6 million for the three and six months ended June 30, 2017 for interest due to policyholders on the aggregate refund amounts.

The amount of the refund and corresponding liability will continue to increase until required changes to the automated rating processes are fully implemented. The required changes were implemented in the second quarter of 2017 for the multi-peril product and are expected to be implemented by the end of the third quarter of 2017 for workers’ compensation policies. Any fines or penalties related to the foregoing are reasonably possible, but are not expected to be material to the Company’s financial statements.

11. Segments

The Company has five reportable segments comprised of its four individual operating subsidiaries, CNA, Diamond Offshore, Boardwalk Pipeline and Loews Hotels & Co; and the Corporate segment. Each of the operating subsidiaries 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. The operations of Consolidated Container since the acquisition date are included in the Corporate segment. For additional disclosures regarding the composition of the Company’s segments, see Note 20 of the Consolidated Financial InformationStatements in the Company’s Annual Report on Form10-K for the year ended December 31, 2016.

The following schedulestables present the Company’s consolidating balance sheet information at September 30, 2016 and December 31, 2015, and consolidating statements of income information for the nine months ended September 30, 2016 and 2015. These schedules present the individual subsidiariesreportable segments of the Company and their contribution to the Consolidated Condensed Financial Statements.Statements of Income. 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. In addition, many of the Company’s subsidiaries use a classified balance sheet which also leads to differences in amounts reported for certain line items.

The Corporate and other column primarily reflects the parent company’s investment in its subsidiaries, invested cash portfolio and corporate long term debt. The elimination adjustments are for intercompany assets and liabilities, interest and dividends, the parent company’s investment in capital stocks of subsidiaries, and various reclasses of debit or credit balances to the amounts in consolidation. Purchase accounting adjustments have been pushed down to the appropriate subsidiary.

Loews Corporation

Consolidating Balance Sheet InformationStatements of Income by segment are presented in the following tables.

 

September 30, 2016  CNA
Financial
   Diamond
Offshore
   Boardwalk
Pipeline
   Loews
Hotels
   Corporate
and Other
   Eliminations   Total     

 

 

(In millions)

                

Assets:

                

Investments

   $    46,980     $              76     $       105     $         98     $      5,126       $      52,385    

Cash

   290     5     7     18     24       344    

Receivables

   7,389     278     93     25     138     $          (70)     7,853    

Property, plant and equipment

   281     5,820     7,954     1,102     43       15,200    

Deferred income taxes

   241         3     58     (302)     -    

Goodwill

   110       237           347    

Investments in capital stocks of subsidiaries

           15,250     (15,250)     -    

Other assets

   924     231     319     268     4     14      1,760    

Deferred acquisition costs of insurance subsidiaries

   619               619    

 

 

Total assets

   $    56,834     $         6,410     $    8,715     $    1,514     $    20,643     $    (15,608)     $      78,508    

 

 

Liabilities and Equity:

                

Insurance reserves

   $    37,753               $      37,753    

Payable to brokers

   234           $         217       451    

Short term debt

   1     $            182       $           2         185    

Long term debt

   2,713     1,981     $    3,627     642     1,774       10,737    

Deferred income taxes

   3     164     807     49       $        (288)     735    

Other liabilities

   3,960     451     546     72     282     (70)     5,241    

 

 

Total liabilities

   44,664     2,778     4,980     765     2,273     (358)     55,102    

 

 

Total shareholders’ equity

   10,915     1,936     1,552     747     18,370     (15,250)     18,270    

Noncontrolling interests

   1,255     1,696     2,183     2         5,136    

 

 

Total equity

   12,170     3,632     3,735     749     18,370     (15,250)     23,406    

 

 

Total liabilities and equity

   $    56,834     $         6,410     $    8,715     $    1,514     $    20,643     $    (15,608)     $      78,508    

 

 
Three Months Ended June 30, 2017  

CNA

Financial

 

Diamond

Offshore

 

Boardwalk

Pipeline

 

Loews

Hotels & Co

 Corporate Total         

(In millions)

       

Revenues:

       

Insurance premiums

  $1,734      $1,734          

Net investment income

   475  $1    $2   478          

Investment gains

   43       43          

Contract drilling revenues

    392      392          

Other revenues

   114   6  $318  $181   93   712          

Total

   2,366   399   318   181   95   3,359          

Expenses:

       

Insurance claims and policyholders’ benefits

   1,280       1,280          

Amortization of deferred acquisition costs

   312       312          

Contract drilling expenses

    196      196          

Other operating expenses

   364   185   251   155   130   1,085          

Interest

   40   27   44   6   22   139          

Total

   1,996   408   295   161   152   3,012          

Income (loss) before income tax

   370   (9  23   20   (57  347          

Income tax (expense) benefit

   (98  23   (5  (10  21   (69)         

Net income (loss)

   272   14   18   10   (36  278          

Amounts attributable to noncontrolling interests

   (28  (7  (12          (47)         

Net income (loss) attributable to Loews Corporation

  $244  $7  $6  $10  $(36 $231          
                          

Loews Corporation
Three Months Ended June 30, 2016  CNA
Financial
  Diamond
Offshore
  Boardwalk
Pipeline
  Loews
Hotels & Co
  Corporate  Total   
(In millions)                    

Revenues:

             

Insurance premiums

  $    1,730           $    1,730  

Net investment income

   502         $85    587  

Investment gains (losses)

   13   $(12         1  

Contract drilling revenues

     357          357  

Other revenues

   103    33   $308   $      189    (1   632     

Total

   2,348          378          308    189    84    3,307     

Expenses:

             

Insurance claims and policyholders’ benefits

   1,339            1,339  

Amortization of deferred acquisition costs

   305            305  

Contract drilling expenses

     198          198  

Other operating expenses

   376    825    198    180    32    1,611  

Interest

   38    24    45    5    18    130     

Total

   2,058    1,047    243    185    50    3,583     

Income (loss) before income tax

   290    (669   65    4    34    (276 

Income tax (expense) benefit

   (80   99    (16   (3   (12   (12   ��

Net income (loss)

   210    (570   49    1    22    (288 

Amounts attributable to noncontrolling interests

   (21   276    (32             223     

Net income (loss) attributable to Loews Corporation

  $189   $(294  $17   $1   $22   $(65    
                                   

Consolidating Balance Sheet Information
Six Months Ended June 30, 2017  CNA
Financial
  Diamond
Offshore
  Boardwalk
Pipeline
  Loews
Hotels & Co
  Corporate  Total   
(In millions)                    

Revenues:

             

Insurance premiums

  $    3,379           $    3,379  

Net investment income

   1,020   $1       $61    1,082  

Investment gains

   77            77  

Contract drilling revenues

     756          756  

Other revenues

   219    19   $686   $348    93    1,365     

Total

   4,695    776    686    348    154    6,659     

Expenses:

             

Insurance claims and policyholders’ benefits

   2,573            2,573  

Amortization of deferred acquisition costs

   617            617  

Contract drilling expenses

     400          400  

Other operating expenses

   707    305    455    296    168    1,931  

Interest

   83    55    90    13    40    281     

Total

   3,980    760    545    309    208    5,802  
                                   

Income (loss) before income tax

   715    16    141    39    (54   857  

Income tax (expense) benefit

   (182   21    (28   (19   20    (188    

Net income (loss)

   533    37    113    20    (34   669  

Amounts attributable to noncontrolling interests

   (55   (18   (70             (143    

Net income (loss) attributable to Loews Corporation

  $478   $19   $43   $20   $(34  $526     
                                   

December 31, 2015  CNA
Financial
   Diamond
Offshore
   Boardwalk
Pipeline
   Loews  
Hotels  
   Corporate
and Other
   Eliminations   Total 

 

 
(In millions)                            

Assets:

              

Investments

   $    44,699     $          117       $         81     $      4,503       $    49,400     

Cash

   387     13     $            4     12     24       440     

Receivables

   7,384     409     93     35     96     $            24      8,041     

Property, plant and equipment

   333     6,382     7,712     1,003     47       15,477     

Deferred income taxes

   662         3     68     (733)     -     

Goodwill

   114       237           351     

Investments in capital stocks of subsidiaries

           15,129     (15,129)     -     

Other assets

   848     233     319     282       17      1,699     

Deferred acquisition costs of insurance subsidiaries

   598               598     

 

 

Total assets

   $    55,025     $       7,154     $     8,365     $    1,416     $    19,867     $    (15,821)     $    76,006     

 

 

Liabilities and Equity:

              

Insurance reserves

   $    36,486               $    36,486     

Payable to brokers

   358           $         209       567     

Short term debt

   351     $          287       $           2     400       1,040     

Long term debt

   2,213     1,980     $     3,458     590     1,279       9,520     

Deferred income taxes

   5     276     766     47       $         (712)     382     

Other liabilities

   3,883     496     510     70     222     20      5,201     

 

 

Total liabilities

   43,296     3,039     4,734     709     2,110     (692)     53,196     

 

 

Total shareholders’ equity

   10,516     2,195     1,517     705     17,757     (15,129)     17,561     

Noncontrolling interests

   1,213     1,920     2,114     2         5,249     

 

 

Total equity

   11,729     4,115     3,631     707     17,757     (15,129)     22,810     

 

 

Total liabilities and equity

   $    55,025     $       7,154     $     8,365     $    1,416     $    19,867     $    (15,821)     $    76,006     

 

 

Loews Corporation

Consolidating Statement of Income Information

Nine Months Ended September 30, 2016  CNA
  Financial
     Diamond
  Offshore
     Boardwalk
  Pipeline
       Loews
    Hotels
     Corporate
  and Other
    Eliminations   Total  

 

 
(In millions)                            

Revenues:

              

Insurance premiums

  $5,196               $      5,196     

Net investment income

   1,461     $        $108        1,570     

Intercompany interest and dividends

           706     $(706)     -     

Investment gains (losses)

   30      (12)             18     

Contract drilling revenues

     1,141              1,141     

Other revenues

   297      69     $961     $513             1,842     

 

 

Total

   6,984      1,199      961      513      816      (706)     9,767     

 

 

Expenses:

              

Insurance claims and policyholders’ benefits

   3,949                3,949     

Amortization of deferred acquisition costs

   926                926     

Contract drilling expenses

     598              598     

Other operating expenses

   1,158      1,082      615      479      82        3,416     

Interest

   127      69      136      17      54        403     

 

 

Total

   6,160      1,749      751      496      136           9,292     

 

 

Income (loss) before income tax

   824      (550)     210      17      680      (706)     475     

Income tax (expense) benefit

   (203)     78      (44)     (10)            (171)    

 

 

Net income (loss)

   621      (472)     166           688      (706)     304     

Amounts attributable to noncontrolling interests

   (64)     228      (104)           60     

 

 

Net income (loss) attributable to Loews Corporation

  $557     $(244)    $62     $    $688     $(706)    $364     

 

 

Loews Corporation

Consolidating Statement of Income Information

Nine Months Ended September 30, 2015  CNA
    Financial 
     Diamond 
  Offshore 
     Boardwalk
  Pipeline 
       Loews
    Hotels
     Corporate 
  and Other 
   Eliminations   Total  

 
Six Months Ended June 30, 2016  CNA
Financial
  Diamond
Offshore
  Boardwalk
Pipeline
  Loews
Hotels &
Co
    Corporate  Total   
(In millions)                                                

Revenues:

                           

Insurance premiums

  $5,173               $5,173       $    3,429           $    3,429  

Net investment income

   1,412     $    $      $       1,419        937         $72    1,009  

Intercompany interest and dividends

           733     $(733)       -     

Investment losses

   (42)               (42)       (15  $(12         (27 

Contract drilling revenues

     1,816              1,816                801          801  

Other revenues

   289      49      924     $452             1,716        200    60   $      655   $      352    1    1,268  

 

Total

   6,832      1,867      925      452      739      (733)       10,082        4,551    849    655    352    73    6,480  

 

Expenses:

                           

Insurance claims and policyholders’ benefits

   4,008                4,008        2,747            2,747  

Amortization of deferred acquisition costs

   936                936        612            612  

Contract drilling expenses

     971              971          411          411  

Other operating expenses

   1,058      867      628      412      61        3,026        756    974    403    328    57    2,518  

Interest

   117      71      134      15      56        393        88    50    88    11    36    273  

 

Total

   6,119      1,909      762      427      117      -         9,334        4,203    1,435    491    339    93    6,561  

 

Income (loss) before income tax

   713      (42)     163      25      622      (733)       748        348    (586   164    13    (20   (81 

Income tax (expense) benefit

   (162)     (6)     (33)     (10)     41        (170)       (71   100    (35   (9   7    (8 

 

Net income (loss)

   551      (48)     130      15      663      (733)       578        277    (486   129    4    (13   (89 

Amounts attributable to noncontrolling interests

   (56)     14      (75)           (117)       (28   235    (81         126  

 

Net income (loss) attributable to Loews Corporation

  $495     $(34)    $55     $15     $663     $(733)      $461       $249   $(251  $48   $4   $(13  $37  

                   

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 inunder Item 1 of this Report, Risk Factors included inunder Part II, Item 1A of this Report, and the Consolidated Financial Statements, Risk Factors, and MD&A included in our Annual Report on Form10-K for the year ended December 31, 2015.2016. This MD&A is comprised of the following sections:

 

    Page    
   Page
No.

Overview

  42       39

Consolidated Financial Results of Operations

  42       40

Parent Company StructureConsolidated Financial Results

  43       40

Critical Accounting EstimatesAcquisition of Consolidated Container Company

  44       40

Results of Operations by Business SegmentCNA Financial

  44       41

CNA FinancialDiamond Offshore

  44       46

Diamond OffshoreBoardwalk Pipeline

  50       48

Boardwalk PipelineLoews Hotels & Co

  56       50

Loews HotelsCorporate

  58       50

Corporate and Other

59       

Liquidity and Capital Resources

  59       51

Parent Company

  59       51

Subsidiaries

  60       52

Investments

  62       53

Critical Accounting Standards UpdateEstimates

  65       57

Forward-Looking StatementsAccounting Standards Update

  65       57

OVERVIEW

We are a holding company. Our subsidiaries are engaged in the following lines of business:

Forward-Looking Statements

  

commercial property and casualty insurance (CNA Financial Corporation (“CNA”), a 90% owned subsidiary);

57

operation of offshore oil and gas drilling rigs (Diamond Offshore Drilling, Inc. (“Diamond Offshore”), a 53% owned subsidiary);

transportation and storage of natural gas and natural gas liquids and gathering and processing of natural gas (Boardwalk Pipeline Partners, LP (“Boardwalk Pipeline”), a 51% owned subsidiary); and

operation of a chain of hotels (Loews Hotels Holding Corporation (“Loews Hotels”), a wholly owned subsidiary).

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.

Consolidated Financial Results

Net income for the three months ended September 30, 2016 was $327 million, or $0.97 per share, compared to net income of $182 million, or $0.50 per share, in the prior year period. Net income for the nine months ended September 30, 2016 was $364 million, or $1.08 per share, compared to $461 million, or $1.25 per share, in the prior year period.

Results include asset impairment charges at Diamond Offshore of $267 million (after tax and noncontrolling interests) for the nine months ended September 30, 2016 and $159 million (after tax and noncontrolling interests) for the nine months ended September 30, 2015.

Book value per share increased to $54.22 at September 30, 2016 from $51.67 at December 31, 2015.

Three Months Ended September 30, 2016 Compared to 2015

Net income attributable to Loews Corporation for the three months ended September 30, 2016 increased $145 million as compared to the prior year period due to higher earnings at CNA and improved results from the parent company investment portfolio. These increases were partially offset by lower earnings at Diamond Offshore and Boardwalk Pipeline.

CNA’s earnings increased due to higher net investment income driven by limited partnership investments as well as realized investment gains in the third quarter of 2016 compared to losses in the prior year period. These increases were partially offset by lower favorable net prior year reserve development and higher underwriting expenses, which included certain non-recurring costs related to information technology and employee termination costs.

Diamond Offshore’s earnings decreased due to a substantial reduction in the number of rigs operating as compared to the year ago period and significant unscheduled rig downtime, partially offset by lower depreciation expense resulting mainly from the asset impairment charges incurred in prior periods.

Boardwalk Pipeline’s earnings were lower due to a non-recurring franchise tax refund received in last year’s third quarter. Excluding the tax refund, Boardwalk Pipeline’s earnings were higher due to revenues from new growth projects recently placed in service and an increase in storage and parking and lending revenues, partially offset by an increase in interest expense.

Loews Hotels’ earnings increased primarily due to higher earnings from joint venture properties.

Income generated by the parent company investment portfolio improved due to higher income from limited partnership investments and equity securities.

Nine Months Ended September 30, 2016 Compared to 2015

Net income attributable to Loews Corporation for the nine months ended September 30, 2016 decreased primarily due to lower earnings at Diamond Offshore partially offset by improved results at CNA, Boardwalk Pipeline and from the parent company investment portfolio.

CNA’s earnings increased due to higher net investment income driven by limited partnership investments, realized investment gains in 2016 as compared to losses in 2015, and higher favorable net prior year reserve development, partially offset by higher underwriting expenses.

Diamond Offshore’s earnings decreased primarily due to increased asset impairment charges. Excluding these impairment charges, year-over-year earnings decreased as a result of a substantial reduction in the number of operating rigs, partially offset by revenue earned by newbuild drillships and lower depreciation expense as a result of the asset impairment charges.

Boardwalk Pipeline’s earnings increased due to new rates in effect following the Gulf South rate case, the return to service of the Evangeline pipeline, and growth projects recently placed in service.

Loews Hotels’ results decreased primarily due to an impairment charge related to a joint venture property.

Income generated by the parent company investment portfolio improved due to higher income from equity securities.

Parent Company StructureOVERVIEW

We are a holding company and derive substantially allhave five reportable segments comprised of our cash flow fromfour individual operating subsidiaries, CNA Financial Corporation (“CNA”), Diamond Offshore Drilling, Inc. (“Diamond Offshore”), Boardwalk Pipeline Partners, LP (“Boardwalk Pipeline”) and Loews Hotels Holding Corporation (“Loews Hotels & Co”); and our subsidiaries. Corporate segment. The results of operations of Consolidated Container Company LLC since the acquisition date are included in the Corporate segment. Each of our operating subsidiaries is 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.

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 13 of the Consolidated Financial Statements in our Annual Report on Form10-K for the year ended December 31, 2016) 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.

CRITICAL ACCOUNTING ESTIMATESRESULTS OF OPERATIONS

Certain accounting estimates require usConsolidated Financial Results

The following table summarizes net income (loss) attributable to make judgments that affectLoews Corporation by segment and net income (loss) per share attributable to Loews Corporation for the amounts reflectedthree and six months ended June 30, 2017 and 2016:

   Three Months Ended   Six Months Ended 
   June 30,   June 30, 
    2017   2016   2017   2016 
(In millions, except per share data)                

CNA Financial

  $          244   $          189   $          478   $          249      

Diamond Offshore

   7    (294   19    (251)     

Boardwalk Pipeline

   6    17    43    48      

Loews Hotels & Co

   10    1    20    4      

Corporate

   (36   22    (34   (13)     

Net income (loss) attributable to Loews Corporation

  $231   $(65  $526   $37      
                     

Basic and diluted net income (loss) per share

  $0.69   $(0.19  $1.56   $0.11      
                     

Net income attributable to Loews Corporation for the three months ended June 30, 2017 was $231 million, or $0.69 per share, compared to a net loss of $65 million, or $0.19 per share in the Consolidated Condensed Financial Statements. Such estimates and judgments necessarily involve varying, and possibly significant, degrees of uncertainty. Accordingly, certain amounts currently recorded2016 period. Net income attributable to Loews Corporation for the six months ended June 30, 2017 was $526 million, or $1.56 per share, compared to $37 million, or $0.11 per share, in the financial statements will likely be adjusted2016 period. The results for the three and six months ended June 30, 2017 include asset impairment charges at Diamond Offshore of $23 million as compared with $267 million (both after tax and noncontrolling interests) in the future based on new available information2016 periods.

Excluding the impairment charges at Diamond Offshore, net income attributable to Loews Corporation increased $52 million and changes in other facts and circumstances. See the Critical Accounting Estimates section and the Results of Operations by Business Segment – CNA Financial – Reserves – Estimates and Uncertainties section of our MD&A included under Item 7 of our Annual Report on Form 10-K$245 million for the yearthree and six months ended December 31, 2015 for further information.

RESULTS OF OPERATIONS BY BUSINESS SEGMENTJune 30, 2017 as compared with the 2016 periods due to higher earnings at CNA, Diamond Offshore and Loews Hotels & Co. These increases were partially offset by lower earnings at Boardwalk Pipeline and lower income generated by the parent company investment portfolio.

Unless the context otherwise requires, references herein to net operating income (loss), net realized investment results and net income (loss) reflect amounts attributable to Loews Corporation shareholders.

Acquisition of Consolidated Container Company

On May 22, 2017, we completed the previously announced acquisition of CCC Acquisition Holdings, Inc. for $1.2 billion, subject to closing adjustments. CCC Acquisition Holdings, Inc., through its wholly owned subsidiary, Consolidated Container Company LLC (“Consolidated Container”), is a rigid plastic packaging and recycled resins manufacturer and provides packaging solutions to end markets such as beverage, food and household chemicals through a network of manufacturing locations across North America.

CNA Financial Overview

The following table summarizes the results of operations for CNA for the three and ninesix months ended SeptemberJune 30, 20162017 and 20152016 as presented in Note 1311 of the Notes to Consolidated Condensed Financial Statements included inunder Item 1 of this Report. For further discussion of Net investment income and Net realized investment results, see the Investments section of this MD&A.

 

 Three Months Ended
September 30,
 Nine Months Ended
September 30,
 
 

 

 

   Three Months Ended       Six Months Ended         
     2016         2015         2016         2015       June 30, June 30,    

   2017 2016 2017 2016    
(In millions)                     

Revenues:

          

Insurance premiums

 $        1,767   $        1,751   $        5,196   $        5,173         $1,734  $1,730  $3,379  $3,429  

Net investment income

  524   354    1,461   1,412          475  502   1,020  937  

Investment gains (losses)

  45   (50  30   (42)         43  13   77  (15 

Other revenues

  97   98    297   289          114  103   219  200  

 

Total

  2,433   2,153    6,984   6,832          2,366  2,348   4,695  4,551  

 

Expenses:

          

Insurance claims and policyholders’ benefits

  1,202   1,200    3,949   4,008          1,280  1,339   2,573  2,747  

Amortization of deferred acquisition costs

  314   319    926   936          312  305   617  612  

Other operating expenses

  402   361    1,158   1,058          364  376   707  756  

Interest

  39   39    127   117          40  38   83  88  

 

Total

  1,957   1,919    6,160   6,119          1,996  2,058   3,980  4,203  

 

Income before income tax

  476   234    824   713          370  290   715  348  

Income tax expense

  (132 (55  (203 (162)         (98 (80  (182 (71 

 

Net income

  344   179    621   551          272  210   533  277  

Amounts attributable to noncontrolling interests

  (36 (18  (64 (56)         (28 (21  (55 (28 

 

Net income attributable to Loews Corporation

 $308   $161   $557   $495         $244  $189  $478  $249  

    

Three Months Ended SeptemberJune 30, 20162017 Compared to 20152016

Net income increased $147$55 million for the three months ended SeptemberJune 30, 20162017 as compared with the same2016 period, in 2015. The increase was primarily due to improved current accident year underwriting results and higher net realized investment income and investment gainsresults, driven by increased limited partnership returns, higher net realized investment gains on sales of securities and lower other than temporaryother-than-temporary impairment (“OTTI”) losses. In addition, there were improved resultslosses recognized in the long term care business.earnings. These increases were partially offset by lower favorablenet investment income driven primarily by limited partnership investments. Favorable net prior year reserve development of $137$63 million forand $106 million was recorded in the three months ended SeptemberJune 30, 2016 as compared2017 and 2016. Further information on net prior year development is included in Note 6 of the Notes to $180 million in 2015 and higher underwriting expenses.Consolidated Condensed Financial Statements included under Item 1.

In the third quarter of 2016, CNA completed a comprehensive organization review intended to improve effectiveness and efficiency. Termination costs associated with headcount reductions increased third quarter expenses, primarily underwriting expenses, as well as unallocated loss adjustment expenses by an aggregate amount of $11 million. The annual savings from this reduction of salaries and related costs is estimated to be approximately $50 million. CNA expects this reduction in expenses to contribute to a half of a point reduction in its 2017 property and casualty expense ratio.

NineSix Months Ended SeptemberJune 30, 20162017 Compared to 20152016

Net income increased $62$229 million for the ninesix months ended SeptemberJune 30, 20162017 as compared with the same2016 period in 2015 primarily due to higher net investment income, driven by limited partnership investments and improved underwriting results despite less favorable net prior year loss reserve development. In addition, results reflect the favorable period over period effect of foreign currency exchange gains and losses and lower adverse prior year reserve development of $309 million forin the ninesix months ended SeptemberJune 30, 20162017 under the 2010 A&EP loss portfolio transfer as compared to $198 million in 2015. Net incomewith the 2016 period. Earnings also increased due to higherbenefited from improved net realized investment gainsresults driven by higher net realized investment gains on sales of securities and lower OTTI losses recognized in earningsearnings. Favorable net prior year development of $95 million and improved results$172 million was recorded in the six months ended June 30, 2017 and 2016.

CNA’s Core andNon-Core Operations

CNA’s core business is its property and casualty insurance operations that include its Specialty, Commercial and International lines of business. CNA’snon-core operations include its long term care business. Resultsbusiness that is in 2016run-off, certain corporate expenses, including interest on CNA’s corporate debt, and 2015 were negatively affected bycertain property and casualty businesses inrun-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 $74 million (after taxwide variety of customers, including small, medium and noncontrolling interests) chargelarge businesses, insurance companies, associations, professionals and a $49 million (after taxother 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 discussion and noncontrolling interests) charge related to the application of retroactive reinsurance accounting to adverse reserve development ceded under the 2010 asbestos and environmental pollution (“A&EP”) loss portfolio transfer, as further discussed in Note 5analysis of the Notesresults of operations, we provide greater detail with

respect to Consolidated Condensed Financial Statements included under Item 1. Net income also decreased dueCNA’s core andnon-core operations to higher underwriting expenses, a higher levelenhance the reader’s understanding and to provide further transparency into key drivers of large losses and catastrophe losses and $17 million of costs associated withCNA’s financial results.

In assessing CNA’s insurance operations, the organization review discussed in the three month comparison above.

CNA SEGMENT RESULTS

CNACompany utilizes the net operating income (loss) financial measure to monitor its operations.measure. Net operating income (loss) is calculated by excluding from net income (loss) the after tax and noncontrolling interests effects of (i) net realized investment gains or losses, (ii) income or loss from discontinued operations and (iii) any cumulative effects of changes in accounting guidance. The calculation of net operating income excludes net realized investment gains or losses because net realized investment gains or losses are largely discretionary, except for some losses related to OTTI, and are generally driven by economic factors that are not necessarily consistent with key drivers of underwriting performance, and are therefore not considered an indication of trends in insurance operations. Net operating income (loss) is deemed to be anon-GAAP financial measure. Unless the context otherwise requires, referencesmeasure and management believes this measure is useful to net operating income (loss), net realized investment results and net income (loss) reflect amounts attributableinvestors as management uses this measure to Loews Corporation shareholders.assess financial performance.

Three of CNA’s business segments: Specialty, Commercial and International, are aggregated and reported as CNA’s property and casualty insurance operations; CNA’s Life & Group Non-Core and Corporate & Other Non-Core operations are aggregated and reported as Other Non-Core.

CNA Property and Casualty Insurance Operations

In evaluating the results of the property and casualty businesses,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 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. Retention represents the percentage of premium dollars renewed in comparison to the expiring premium dollars from policies available to renew. Rate, renewal premium change and retention presented for the prior year is 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.

The following tables summarize the results of CNA’s property and casualty insurance operations for the three and ninesix months ended SeptemberJune 30, 20162017 and 2015:2016:

 

Three Months Ended September 30, 2016  Specialty   Commercial   International       Total        

 
Three Months Ended June 30, 2017  Specialty Commercial International Total    
(In millions, except %)                            

Net written premiums

  $       733        $          684        $     207        $   1,624         $          716  $          767  $          219  $1,702  

Net earned premiums

   704         719         210         1,633          689   705   206   1,600  

Net investment income

   140         175         13         328          120   143   13             276  

Net operating income

   175         102         18         295          121   104   9   234  

Net realized investment gains

   5         8         4         17          9   11   5   25  

Net income

   180         110         22         312          130   115   14   259  

Other performance metrics:

              

Loss and loss adjustment expense ratio

   46.8%     62.2%     55.4%     54.7%      57.7  60.0  62.8  59.4 

Expense ratio

   32.5         37.1         37.8         35.2          32.0   34.5   37.3   33.8  

Dividend ratio

   0.6         0.5           0.5          0.2   0.6   0.3  

 

Combined ratio

   79.9%     99.8%     93.2%     90.4%      89.9  95.1  100.1  93.5 

    

Rate

   0%        0%        (1)%       0%         1%   0%   0%   0%  

Renewal premium change

   1       2       4       2      

Retention

   87            83            70            83             88       82       78       84      

New business (a)

  $        66           $      135           $        67           $      268          
Three Months Ended September 30, 2015                

 

Net written premiums

  $707        $642        $180        $1,529       

Net earned premiums

   706         705         203         1,614       

Net investment income

   76         82         13         171       

Net operating income

   161         65         9         235       

Net realized investment losses

   (14)        (16)          (30)      

Net income

   147         49         9         205       

Other performance metrics:

        

Loss and loss adjustment expense ratio

   43.5%     60.6%     52.4%     52.1%   

Expense ratio

   30.8        35.2        38.0        33.5      

Dividend ratio

   0.1            0.1      

 

Combined ratio

   74.4%     95.8%     90.4%     85.7%   

 

Rate

   1%        1%        (1)%       1%       

Retention

   87            76           75           80           

New business (a)

  $67           $135          $23          $225           

New business

  $66      $153      $73      $292      

Nine Months Ended September 30, 2016                Specialty      Commercial   International           Total     

 

  
(In millions, except %)                  

Net written premiums

              $2,108        $2,172        $637        $4,917   

Net earned premiums

   2,088         2,103         605         4,796   

Net investment income

   380         465         38         883   

Net operating income (loss)

   436         251         (1)        686   

Net realized investment gains

   1         1         10         12   

Net income

   437         252         9         698   

Other performance metrics:

         

Loss and loss adjustment expense ratio

   52.6%     64.6%     65.2%     59.4 

Expense ratio

   32.0         36.7         38.2         34.9   

Dividend ratio

   0.3         0.4           0.3   

 

Combined ratio

   84.9%     101.7%     103.4%     94.6 

 

Rate

   1%        0%     (1)%     0%   

Retention

   87            84         76         84       

New business (a)

              $192           $418        $189        $799       

Nine Months Ended September 30, 2015

         

 

Net written premiums

              $2,077        $2,118        $641        $4,836   

Net earned premiums

   2,075         2,086         601         4,762   

Net investment income

   365         455         40         860   

Net operating income

   405         244         36         685   

Net realized investment gains (losses)

   (11)        (13)        1         (23 

Net income

   394         231         37         662   

Other performance metrics:

         

Loss and loss adjustment expense ratio

   55.5%     66.5%     55.9%     60.4 

Expense ratio

   30.9        35.4        37.6        33.7   

Dividend ratio

   0.2        0.2          0.2   

 

Combined ratio

   86.6%     102.1%     93.5%     94.3 

 

Rate

   1%        2%        (1)%        1%   

Retention

   86            77           77            80      

New business (a)

              $  206           $422          $83           $  711      

(a)

International includes Hardy new business of $40 million and $107 million for the three and nine months ended September 30, 2016. Prior year amounts are not included for Hardy.

Three Months Ended June 30, 2016  Specialty Commercial International Total    
(In millions, except %)            

Net written premiums

  $          691  $          740  $          194  $1,625  

Net earned premiums

   702   696   197   1,595  

Net investment income

   133   164   13             310  

Net operating income (loss)

   147   83   (24  206  

Net realized investment gains

   3   3   3   9  

Net income (loss)

   150   86   (21  215  

Other performance metrics:

      

Loss and loss adjustment expense ratio

   53.9  67.4  79.8  63.0 

Expense ratio

   31.3   35.7   38.8   34.2  

Dividend ratio

   0.2   0.4       0.2     

Combined ratio

   85.4  103.5  118.6  97.4    
                      

Rate

   0%   0%   (2)%   0%  

Renewal premium change

   1       2       (3)      1      

Retention

   88       84       76       84      

New business

  $61      $146      $62      $269      
Six Months Ended June 30, 2017                 

Net written premiums

  $1,395  $1,482  $457  $3,334  

Net earned premiums

   1,353   1,356   403   3,112  

Net investment income

   273   321   25   619  

Net operating income

   259   188   27   474  

Net realized investment gains

   13   18   9   40  

Net income

   272   206   36   514  

Other performance metrics:

      

Loss and loss adjustment expense ratio

   57.9  63.4  60.6  60.7 

Expense ratio

   32.1   35.9   37.1   34.3  

Dividend ratio

   0.1   0.5       0.3     

Combined ratio

   90.1  99.8  97.7  95.3    
                      

Rate

   1%   0%   0%   0%  

Renewal premium change

   2       1       2       2      

Retention

   88       84       78       84      

New business

  $123      $292      $138      $553      
Six Months Ended June 30, 2016                 

Net written premiums

  $1,375  $1,488  $430  $3,293  

Net earned premiums

   1,384   1,384   395   3,163  

Net investment income

   240   290   25   555  

Net operating income (loss)

   261   149   (19  391  

Net realized investment gains (losses)

   (4  (7  6   (5 

Net income (loss)

   257   142   (13  386  

Other performance metrics:

      

Loss and loss adjustment expense ratio

   55.5  65.8  70.5  61.9 

Expense ratio

   31.7   36.5   38.3   34.7  

Dividend ratio

   0.2   0.4       0.2     

Combined ratio

   87.4  102.7  108.8  96.8    
                      

Rate

   1%   0%   (1)%   0%  

Renewal premium change

   2       3       (2)      2      

Retention

   88       83       79       84      

New business

  $126      $283      $122      $531      

Three Months Ended SeptemberJune 30, 20162017 Compared to 20152016

NetTotal net written premiums increased $95$77 million for the three months ended SeptemberJune 30, 20162017 as compared with the same period in 2015.2016 period. Net written premiums for Specialty, Commercial and International increased $25 million, $27 million and $25 million for the three months ended June 30, 2017 as compared with the 2016 period. The renewal premium change was positive, retention remained strong and new business was modestly higher and broad-based in Specialty. The increase for Commercial and Specialty,was driven by higher new business within Middle Markets and positive renewal premium change, offset by slightly lower retention. The change for International was due to higher new business, improved retention and new business in middle markets in Commercial and growth in warranty and surety and continued steady retention in Specialty. Excluding the effect of foreign currency exchange rates and timing of reinsurance purchases, net written premiums increased 15% in International.positive renewal premium change. The majority of the growth in International came from middle market products in the United Kingdom (“U.K.”) and Continental Europe and from product lines which are now being delivered across all of the international platforms, such as healthcare and technology. The increasechange in net earned premiums was consistent with the trend in net written premiums.premiums in recent quarters.

NetTotal net operating income increased $60$28 million for the three months ended SeptemberJune 30, 20162017 as compared with the same period in 2015.2016 period. The increase in net operating income was primarily due to an increase in net investment income in Specialty and Commercial and improved net accident year non-catastrophe underwriting results and lowerthe favorable period over period effect of foreign currency exchange gains and losses in International. These increases were partially offset by lower favorable net prior year reserve development in Specialty and International, higher underwriting costs in Specialty and higher net loss and loss adjustment expenses and an increase in underwriting expenses in Commercial.investment income. Catastrophe losses were $10$21 million (after tax and noncontrolling interests) for the three months ended SeptemberJune 30, 2016 as2017 compared to catastrophe losses of $9$52 million (after tax and noncontrolling interests) forin the same period in 2015.2016 period.

Favorable net prior year development of $137$63 million and $180$106 million was recorded for the three months ended SeptemberJune 30, 20162017 and 2015.2016. For the three months ended SeptemberJune 30, 20162017 and 2015,2016, Specialty recorded favorable net prior year development of $112$28 million and $132$72 million, Commercial recorded favorable net prior year development of $8$33 million and $16$20 million and International recorded favorable net prior year development of $17$2 million and $32$14 million. Further information on net prior year development is included in Note 56 of the Notes to Consolidated Condensed Financial Statements included under Item 1.

Specialty’s combined ratio increased 5.54.5 points for the three months ended SeptemberJune 30, 20162017 as compared with the same period in 2015.2016 period. The loss ratio increased 3.33.8 points due todriven by lower favorable net prior year reserve development and a higher non-catastrophe current accident year loss ratio. The expense ratio increased 1.7 points for the three months ended September 30, 2016 as compared with the same period in 2015. Approximately half of this increase was due to non-recurring underwriting expenses related to the transition to a new service provider for CNA’s information technology (“IT”) infrastructure and costs resulting from the organization review discussed above. The remainder was driven by higher IT spending primarily related to new underwriting platforms.

Commercial’s combined ratio increased 4.0 points for the three months ended September 30, 2016 as compared with the same period in 2015. The loss ratio increased 1.6 points due to an increase in the current accident year loss ratio and lower favorable net prior year development. The expense ratio increased 1.9 points for the three months ended September 30, 2016 as compared with the same period in 2015, primarily due to non-recurring underwriting expenses related to the transition to a new IT service provider and costs resulting from the organization review. The expense ratio also increased due to higher IT spending primarily related to a new underwriting platform.

International’s combined ratio increased 2.8 points for the three months ended September 30, 2016 as compared with the same period in 2015. The loss ratio increased 3.0 points due to lower favorable net prior year reserve development partially offset by an improved non-catastrophe current accident year loss ratio. TheSpecialty’s expense ratio improved 0.2increased 0.7 points for the three months ended SeptemberJune 30, 20162017 as compared with the same period in 2015.2016 period.

Nine Months Ended September 30, 2016 Compared to 2015

Net written premiums increased $81 millionCommercial’s combined ratio improved 8.4 points for the ninethree months ended SeptemberJune 30, 20162017 as compared with the same2016 period. The loss ratio improved 7.4 points due to an improved current accident year loss ratio and higher favorable net prior year loss reserve development. The expense ratio improved 1.2 points for the three months ended June 30, 2017 as compared with the 2016 period in 2015.due to lower employee costs.

International’s combined ratio improved 18.5 points for the three months ended June 30, 2017 as compared with the 2016 period. The increase wasloss ratio improved 17.0 points due to an improved current accident year loss ratio driven by a lower level of large and catastrophe losses, partially offset by lower favorable net prior year loss reserve development. International’s expense ratio improved 1.5 points primarily due to higher retention in Commercial and growth in warranty and surety, continued steady retention and positive rate in Specialty. Excluding the effect of foreign currency exchange ratesnet earned premiums.

Six Months Ended June 30, 2017 Compared to 2016

Total net written premiums increased 4%$41 million for International.the six months ended June 30, 2017 as compared with the 2016 period. Net written premiums for International increased $27 million for the six months ended June 30, 2017 as compared to the prior year period primarily due to higher new business and positive renewal premium change. Net written premiums for Specialty increased $20 million for the six months ended June 30, 2017 as compared with the 2016 period, driven by positive renewal premium change. Net written premiums for Commercial decreased $6 million for the six months ended June 30, 2017 as compared with the 2016 period due to unfavorable premium development driven by a premium rate adjustment within its Small Business unit as discussed in Note 10 to the Consolidated Condensed Financial Statements under Item 1. This was mostly offset by higher new business within Middle Markets, positive renewal premium change and higher retention. The increasechange in net earned premiums for Commercial and Specialty was consistent with the trend in net written premiums and after excluding the effect of premium development, the decrease for International was consistent with the trend in net written premiums.recent quarters.

NetTotal net operating income was flatincreased $83 million for the ninesix months ended SeptemberJune 30, 20162017 as compared with the same period2016 period. The increase in 2015net operating income was primarily due to higher net investment income, improved underwriting results despite less favorable net prior year loss reserve development in Specialtydevelopment. In addition, results reflect the favorable period over period effect of foreign currency exchange gains and Commercial and higher net investment income in Specialty, offset by higher underwriting expenses in Specialty and Commercial and a higher level of catastrophe and large losses in International.losses. Catastrophe losses were $85$43 million (after tax and noncontrolling interests) for the ninesix months ended SeptemberJune 30, 20162017 as compared to catastrophe losses of $61$73 million (after tax and noncontrolling interests) for the same period in 2015.2016 period.

Favorable net prior year development of $309$95 million and $198$172 million was recorded for the ninesix months ended SeptemberJune 30, 20162017 and 2015.2016. For the ninesix months ended SeptemberJune 30, 20162017 and 2015,2016, Specialty recorded favorable net prior year development of $229$64 million and $151$117 million, Commercial recorded favorable net prior year loss reserve development of $44$58 million and $17unfavorable premium development of $38 million as compared with favorable net prior year loss reserve development of $32 million and favorable premium development of $4 million and International recorded favorable net prior year development of $36$11 million and $30$19 million. Further information on net prior year development is included in Note 56 of the Notes to Consolidated Condensed Financial Statements included under Item 1.

Specialty’s combined ratio improved 1.7increased 2.7 points for the ninesix months ended SeptemberJune 30, 20162017 as compared with the same period in 2015.2016 period. The loss ratio improved 2.9increased 2.4 points primarily due to higherdriven by lower favorable net prior year loss reserve development partially offset by a higheran improved current accident year loss ratio. TheSpecialty’s expense ratio increased 1.10.4 points for the ninesix months ended SeptemberJune 30, 20162017 as compared with the same period in 2015 primarily due to non-recurring underwriting expenses related to the transition to a new IT service provider and costs resulting from the organization review. The expense ratio also increased due to higher IT spending primarily related to new underwriting platforms.2016 period.

Commercial’s combined ratio improved 0.42.9 points for the ninesix months ended SeptemberJune 30, 20162017 as compared with the same2016 period driven by an improved current accident year loss ratio. Excluding the impact of the Small Business premium rate adjustment on the ratios for both periods, the combined ratio decreased 6.6 points, driven by a 4.7 point decrease in 2015.the loss ratio primarily due to improved current accident year loss ratio and a 2.0 point decrease in the expense ratio primarily due to lower employee costs.

International’s combined ratio improved 11.1 points for the six months ended June 30, 2017 as compared with the 2016 period. The loss ratio improved 1.99.9 points due to favorable net prior year reserve development. The expense ratio increased 1.3 points for the nine months ended September 30, 2016 as compared with the same period in 2015, primarily due to non-recurring underwriting expenses related to the transition to a new IT service provider and costs resulting from the organization review. The expense ratio also increased due to higher IT spending primarily related to a new underwriting platform.

International’s combined ratio increased 9.9 points for the nine months ended September 30, 2016 as compared with the same period in 2015. The loss ratio increased 9.3 points primarily due to an increase in theimproved current accident year loss ratio driven by a lower level of large and catastrophe losses and large losses related to political risk, property and financial institutions. Thelosses. International’s expense ratio increased 0.6improved 1.2 points for the nine months ended September 30, 2016 as compared with the same period in 2015, primarily due to higher underwriting expenses.net earned premiums.

Referendum on the United Kingdom’s Membership in the European UnionNon-Core Operations

On June 23, 2016, the U.K. held a referendum in which voters approved an exit from the European Union (“E.U.”), commonly referred to as “Brexit.” As a result of the referendum, it is currently expected that the British government will formally commence the process to leave the E.U. and begin negotiating the terms of treaties that will govern the U.K.’s future relationship with the E.U. in the first quarter of 2017. Although the terms of any future treaties are unknown, changes in CNA’s international operating platform may be required to allow CNA to continue to write business in the E.U. after the completion of Brexit. As a result of these changes, the complexity and cost of regulatory compliance of CNA’s European business is likely to increase.

Other Non-Core Operations

Other Non-Core primarily includesThe following table summarizes the results of CNA’s long term care business that is in run-off, which is part of Life & Group Non-Core, and also includes certain corporate expenses, including interest on corporate debt, and the results of property and casualty business in run-off, including CNA Re and A&EP, which is part of Other.

The following tables summarize the results of CNA’s Other Non-Corenon-core operations for the three and ninesix months ended SeptemberJune 30, 20162017 and 2015:2016:

 

Three Months Ended September 30, 2016  Life & Group
Non-Core
        Other    Other    
Non-Core    
 
(In millions)            

Net earned premiums

   $134           $134       

Net investment income

   192         $     196       

Net operating income (loss)

   6          (20)     (14)      

Net realized investment gains

   9               10       

Net income (loss)

   15          (19)     (4)      
Three Months Ended September 30, 2015               

Net earned premiums

   $137           $137       

Net investment income

   182         $     183       

Net operating loss

   (27)         (18)     (45)      

Net realized investment gains

   1            1       

Net loss

   (26)         (18)     (44)      

Nine Months Ended September 30, 2016  Life & Group
Non-Core
        Other  Other    
 Non-Core    
 
     Three Months Ended    
June 30,
     Six Months Ended    
June 30,
 
 

 

 

 
 2017 2016 2017 2016 

 
(In millions)              

Net earned premiums

   $401          $401        $135  $136  $268  $267    

Net investment income

   567         $11    578         199  192   401  382    

Net operating loss

     (145  (145)        (16 (23  (42 (131)   

Net realized investment gains

   3          1    4       

Net income (loss)

   3          (144  (141)      
Nine Months Ended September 30, 2015             

Net earned premiums

   $412          $412       

Net investment income

   540         $12    552       

Net operating loss

   (64)         (108)   (172)      

Net realized investment gains

   5          5       

Net realized investment gains (losses)

  1  ��(3  6  (6)   

Net loss

   (59)         (108)   (167)        (15 (26  (36 (137)   

Three Months Ended SeptemberJune 30, 20162017 Compared to 20152016

The net loss decreased $40was $15 million for the three months ended SeptemberJune 30, 20162017, an improvement of $11 million as compared with the same period in 2015. 2016 period. This improvement was primarily driven by improved long term care morbidity.

Six Months Ended June 30, 2017 Compared to 2016

The net loss was generally$36 million for the six months ended June 30, 2017, an improvement of $101 million as compared with the 2016 period. This improvement was primarily driven by lower adverse prior year reserve development in line with expectations,2017 for A&EP under the loss portfolio transfer. During the six months ended June 30, 2017 and 2016, CNA recorded net unfavorable development of $60 million and $200 million related to its A&EP reserves. This unfavorable development was ceded to NICO under the loss portfolio transfer; however CNA’s earnings were negatively affected by charges of $12 million (after tax and noncontrolling interests) and $74 million (after tax and noncontrolling interests) related to the application of retroactive reinsurance accounting, as further discussed in Note 6 of the impact ofNotes to Consolidated Condensed Financial Statements included under Item 1. In addition, the net loss benefited from favorable morbidity was partially offset by unfavorable persistency in the long term care business.

Due to the recognition of the premium deficiency and resetting of actuarial assumptions in the fourth quarter of 2015, the operating results for CNA’s long term care business in 2016 now reflect the variance between actual experience and the expected results contemplated in CNA’s best estimate reserves as of December 31, 2015. In 2015, results of CNA’s long term care business reflected variances between actual experience and actuarial assumptions that were locked-in at policy issuance. As a result of the reserve assumption unlocking, the 2016 and 2015 results for the long term care business are not comparable.

Nine Months Ended September 30, 2016 Compared to 2015

The net loss decreased $26 million for the nine months ended September 30, 2016 as compared with the same period in 2015 primarily due to the results of the long term care business which were generally consistent with CNA’s reset assumptions. Results in 2016 and 2015 were negatively affected by a $74 million (after tax and noncontrolling interests) charge and a $49 million (after tax and noncontrolling interests) charge related to the application of retroactive reinsurance accounting to adverse reserve development ceded under the 2010 A&EP loss portfolio transfer, as further discussed in Note 5 of the Notes to Consolidated Condensed Financial Statements included under Item 1.

Diamond Offshore

Market Overview

Diamond Offshore provides contract drilling services worldwide with a fleet of 24 offshore drilling rigs. Diamond Offshore’s current fleet consists of four drillships, 19 semisubmersibles and one jack-up rig. Diamond Offshore has four additional jack-up rigs being marketed for sale. In October of 2016, Diamond Offshore sold one of two retired semisubmersible rigs for scrap and expects to complete the sale of the remaining retired rig by the end of 2016. TheOcean GreatWhite is expected to be available for customer acceptance shortly.

Oil prices, which had fallen to a 12-year low of less than $30 per barrel in January of 2016, rebounded into the low $50 per barrel range by the end of the third quarter of 2016, but continue to exhibit day-to-day volatility due to multiple factors, including fluctuations in the current and expected level of global oil inventories. As a result, overallOverview

Overall fundamentals in the offshore oil and gas industry have not yet improved and,from those described in some markets,the Results of Operations – Diamond Offshore section of our MD&A included under Item 7 of our Annual Report on Form10-K for the year ended December 31, 2016. Production cuts by the Organization of the Petroleum Exporting Countries (“OPEC”), which have deteriorated further. Despitenow been extended until the increase inend of the first quarter of 2018, initially buoyed oil prices duringfrom previous lows in 2016; however, the third quarterfavorable price impact of 2016, industry reports indicate that utilizationthe OPEC cuts is currently being negated by increased production by U.S. shale producers and othernon-OPEC producing countries, resulting in volatile commodity prices. Capital spending for floaters continuesoffshore exploration and development has continued to fall and cancelation of contracts for deepwater rigs has persisted. Prospective customers for contract drilling services are currently formulating theirdecline, with 2017 capital spending programs,estimated by some industry analysts to decrease up to 20% from 2016 levels. If these market estimates are realized, it would represent three consecutive years of decline in offshore spending. Some industry analysts have also reported that there has been and it is unlikely thatmay continue to be a shift in capital spending for exploration and development will exceed 2016 levels, assuming commodity prices remain at current levels. Customertowards land-based activity. However, customer inquiries for rig availability and new tenders have continuedincreased in 2017, compared to decline in 2016, as compared

to prior years, although recently there has been a slight increase infor offshore rig tendering activity, primarily for projects commencingavailability in 2018 and later.beyond.

The oversupplyCompetition among offshore drillers remains intense as rig supply exceeds demand, despite the cold stacking and retirement of drillingnumerous rigs in the floater markets continues to persist. Industry analysts report that 65 floater rigs have been cold stacked since the beginning of 2016 and an additional 17 floaters have been scrapped year-to-date, with an additional three units estimated to be scrapped by year end. Despite these events, the number of available rigs continues to growduring 2016. Additionally, based on industry data as contracted rigs come off contract and newly-built rigs are delivered. As of the date of this report, industry data indicates thatReport, there are approximately 36 competitive, or non-owner-operated, newbuild floatersin excess of 30 floater rigs currently on order, with scheduled deliveries from 2017 through 2021. The majority of which only threethese rigs are reported to benot currently contracted for future work. Of the 36 rigs on order, nine and 16 rigs are scheduled for delivery in the remainder of 2016 and in 2017. The remaining 11 rigs are scheduled for delivery between 2018 and 2020. Industry analysts predict that delivery dates may shiftwork, which further as newbuild owners negotiate with their respective shipyards.

Competition for the limited number of drilling jobs continues to be intense. In some cases, dayrates have been negotiated at break-even levels, or below, to provide for the recovery of a portion of operating costs for rigs that would otherwise be uncontracted or cold stacked. In addition, customer discussions indicate a preference for “hot” rigs rather than the reactivation of cold-stacked rigs. This preference incentivizes the drilling contractor to contract rigs at lower rates to maintain the rigs in an active state and allow for at least partial cost recovery. Industryincreases competition. Some industry analysts have predicted that the offshore contractdemand for drilling market may remain depressed with further declines in dayrates and utilization likely into 2017.

As a result of the continuing and worsening market conditions for the offshore drilling industry and continued pessimistic outlook for the near term, certain of Diamond Offshore’s customers, as well as those of its competitors, have attempted to renegotiate or terminate existing drilling contracts. Such renegotiations could include requests to lower the contract dayrate, lowering of a dayrate in exchange for additional contract term, shortening the term on one contracted rig in exchange for additional term on another rig, early termination of a contract in exchange for a lump sum payout and many other possibilities. In addition to the potential for renegotiations, some of Diamond Offshore’s drilling contracts permit the customer to terminate the contract early after specified notice periods, usually resulting in a requirement for the customer to pay a contractually specified termination amount, which may not fully compensate Diamond Offshore for the loss of the contract. As a result of these depressed market conditions, certain customers have also utilized such contract clauses to seek to renegotiate or terminate a drilling contract or claim that Diamond Offshore has breached provisions of its drilling contracts in order to avoid their obligations to Diamond Offshore under circumstances where Diamond Offshore believes it is in compliance with the contracts.

Particularly during depressed market conditions, the early termination of a contract may result in a rig being idle for an extended period of time, which could adversely affect Diamond Offshore’s business. When a customer terminates a contract prior to the contract’s scheduled expiration, Diamond Offshore’s contract backlog is also adversely impacted.

The continuation of these conditions for an extended period could result in more of Diamond Offshore’s rigs being without contracts and/or cold stacked or scrapped and could further materially and adversely affect its business. When Diamond Offshore cold stacks or expects to scrap a rig, Diamond Offshore evaluates the rig for impairment. Diamond Offshore currently expects that these adverse market conditions will continue for the foreseeable future. As of October 1, 2016, ten rigs in Diamond Offshore’s fleet were cold stacked and an additional four jack-up rigs are currently being marketed for sale. Diamond Offshore has two retired semisubmersible rigs, which it expects to sell for scrap value in the fourth quarter of 2016.

Diamond Offshore’s results of operations and cash flows for the three and nine months ended September 30, 2016 have been negatively impacted by the continuing and worsening market conditions in the offshore drilling industry, as discussed above. For further discussion see Note 4 of the Notesmarket will slowly improve, but utilization growth will not be significant enough to Consolidated Condensed Financial Statements in Item 1 of this report.impact dayrates for some time.

Contract Drilling Backlog

The following table reflects Diamond Offshore’s contract drilling backlog was $2.9 billion and $3.6 billion as of OctoberJuly 1, 20162017 (based on contract information known at that time) and February 16, 2016 (based on contract information known at that time, asJanuary 1, 2017 (the date reported in our Annual Report on Form10-K for the year ended December 31, 2015)2016). The contract drilling backlog by year as of July 1, 2017 is $0.7 billion in 2017 (for thesix-month period beginning July 1, 2017), $1.1 billion in 2018, $0.9 billion in 2019 and $0.2 billion in 2020.

Contract drilling backlog includes $75 million and $119 million for 2017 and 2018 attributable to contracted work for theOcean Valorunder a contract that Petróleo Brasileiro S.A. (“Petrobras”) has attempted to terminate, which is currently in effect pursuant to an injunction granted by a Brazilian court. Petrobras appealed the granting of the injunction, but in March of 2017, the court ruled against Petrobras’ appeal and upheld the injunction. As a result of the favorable ruling, both the injunction and theOcean Valor contract remain in effect. Petrobras has the right to seek to appeal the ruling to the Superior Court of Justice. Diamond Offshore intends to continue to defend its rights under the contract, which is estimated to conclude in accordance with its terms in October of 2018. However, litigation is inherently unpredictable, and there can be no assurance as presented belowto the ultimate outcome of this matter. The rig is currently on standby earning a reduced dayrate.

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 shown in the tables belowstated above due to various factors. Utilization rates, which generally approach 92% - 98% during contracted periods, can be adversely impacted by downtime due to various operating factors including, but not limited to,affecting utilization such as weather conditions and unscheduled repairs and maintenance. Contract drilling backlog excludes revenues for mobilization, demobilization, contract preparation and customer reimbursables. No revenue is generally earned during periods of downtime for regulatory surveys. 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.

In October of 2016, BP notified Diamond Offshore that they would no longer pursue a drilling campaign in the Great Australian Bight where theOcean GreatWhite was to be the primary drilling rig for the campaign. BP has confirmed that its decision will not impact the contract for the rig. BP is exploring alternative locations for theOcean GreatWhite.

In August of 2016, Diamond Offshore’s subsidiary received notice of termination of its drilling contract from Petróleo Brasileiro S.A., (“Petrobras”), the customer for theOcean Valor. In August of 2016, Diamond Offshore filed a lawsuit in Brazil, claiming that Petrobras’ purported termination of the contract was unlawful and requesting an injunction to prohibit the contract termination. In September of 2016, a Brazilian court issued a preliminary injunction, suspending Petrobras’ purported termination of the contract and ordering that the contract remain in effect until the end of the term or further court order. Petrobras has appealed the granting of the injunction. The drilling contract provides for a dayrate of approximately $455,000 and was estimated to conclude in accordance with its terms in October of 2018. The rig is currently on standby earning a reduced dayrate. Diamond Offshore does not believe that Petrobras had a valid or lawful basis for terminating the contract, and intends to continue to defend its rights under the contract; however, litigation is inherently unpredictable, and there can be no assurance as to the ultimate outcome of this matter.

   October 1, 
2016 
       February 16,         
2016         
 

 

 
(In millions)            

Ultra-Deepwater Floaters (a)

  $         3,614      $    4,415           

Deepwater Floaters

   258       375           

Other Rigs (b)

   210       405           

 

 

Total

  $         4,082      $    5,195           

 

 

(a)

Ultra-deepwater floaters includes (i) $641 million for the years 2017 to 2020 attributable to future work for the semisubmersibleOcean GreatWhite, which is contracted to BP and (ii) $306 million from 2016 to 2018 attributable to contracted work for theOcean Valor under the contract that Petrobras has attempted to terminate and is currently in effect pursuant to an injunction granted by a Brazilian court.

(b)

Includes mid-water floater and jack-up rigs.

The following table reflects the amount of Diamond Offshore’s contract drilling backlog by year as of October 1, 2016:

Year Ended December 31      Total           2016 (a)           2017   2018   2019 - 2020     

 

 
(In millions)                    

Ultra-Deepwater Floaters (b)

  $    3,614    $    243    $    1,187    $    1,129    $    1,055         

Deepwater Floaters

   258     68     181     9    

Other Rigs (c)

   210     57     153      

 

 

Total

  $    4,082    $    368    $    1,521    $    1,138    $    1,055         

 

 

(a)

Represents a three-month period beginning October 1, 2016.

(b)

Ultra-deepwater floaters includes (i) $213 million and $214 million for the years 2017 and 2018 and $214 million in the aggregate for the years 2019 to 2020, attributable to future work for theOcean GreatWhite, which is contracted to BP and (ii) $38 million, $149 million and $119 million for the years 2016, 2017 and 2018 attributable to contracted work for theOcean Valor under the contract that Petrobras has attempted to terminate and is currently in effect pursuant to an injunction granted by a Brazilian court.

(c)

Includes mid-water floater and jack-up rigs.

The following table reflects the percentage of rig days committed by year as of October 1, 2016. The percentage of rig days committed is calculated as the ratio of total days committed under contracts, as well as scheduled shipyard, survey and mobilization days for all rigs in Diamond Offshore’s fleet, to total available days (number of rigs, including cold-stacked rigs, multiplied by the number of days in a particular year).

Year Ended December 31  2016 (a)     2017         2018     2019–2020     

 

 

Rig Days Committed (b)

        

Ultra-Deepwater Floaters

   53%     59%     57%     27%  

Deepwater Floaters

   44%     37%     2%    

Other Rigs (c)

   18%     14%      

(a)

Represents a three-month period beginning October 1, 2016.

(b)

Includes no currently known, scheduled shipyard days for surveys and extended maintenance projects for the remainder of 2016 or for the year 2017.

(c)

Includes mid-water floater and jack-up rigs.

Results of Operations

The following table summarizes the results of operations for Diamond Offshore for the three and ninesix months ended SeptemberJune 30, 20162017 and 20152016 as presented in Note 1311 of the Notes to Consolidated Condensed Financial Statements included inunder Item 1 of this Report:

 

   Three Months Ended           Nine Months Ended         
   September 30,           September 30,             Three Months Ended  
June 30,
     Six Months Ended    
June 30,
 
  

 

 

   

 

 

 
  2016   2015               2016       2015           2017 2016 2017 2016 

 

 
(In millions)                 

Revenues:

           

Contract drilling revenues

       $         340   $      599         $         1,141   $1,816         $    392  $357  $    756  $801      

Net investment income

   1   1          1   2          1    1  

Investment losses

      (12    (12  (12)     

Other revenues

   9   8          69   49          6  33   19  60      

 

 

Total

   350   608          1,199   1,867          399  378   776  849      

 

 

Expenses:

           

Contract drilling expenses

   187   276          598   971          196  198   400  411      

Other operating expenses

           

Impairment of assets

   2          680   361          72  680   72  680      

Other expenses

   108   169          402   506          113  145   233  294      

Interest

   19   22          69   71          27  24   55  50      

 

 

Total

   314   469          1,749   1,909          408  1,047   760  1,435      

 

 

Income (loss) before income tax

   36   139          (550 (42)         (9 (669  16  (586)     

Income tax (expense) benefit

   (22 (28)         78   (6)      

Income tax benefit

   23  99   21  100      

Amounts attributable to noncontrolling interests

   (7 (64)         228   14          (7 276   (18 235      

 

 

Net income (loss) attributable to Loews Corporation

       $7   $47         $(244 $        (34)        $7  $(294 $19  $(251)     

 

 

 

Three Months Ended SeptemberJune 30, 20162017 Compared to 20152016

Contract drilling revenue decreased $259increased $35 million for the three months ended SeptemberJune 30, 20162017 as compared with the 20152016 period, primarily duerelated to continued low demand for contract drilling services, resulting in a decrease in revenue earning days.

Revenue generated by ultra-deepwater floaters decreased $159 million for the three months ended September 30, 2016 as compared with the 2015 period, primarily as a result of decreased utilization of $146 million and lower average daily revenue of $13 million. Revenue earning days in the third quarter of 2016 decreased as compared with the third quarter of 2015, primarily due to fewer revenue earning days for rigs under contract during the 2015 period that have subsequently been cold stacked, theOcean Clipper, which was sold in November 2015, theOcean BlackRhino, which is currently between contracts and unplanned downtime for contracted rigs, including downtime associated with an unplanned retrieval of a blowout preventer on one of Diamond Offshore’s drillships. The decrease in revenue earning days was partially offset by increased revenue earning days for theOcean BlackLion, which was placed in service in the third quarter of 2015. Average daily revenue decreased during the third quarter of 2016 as compared with the prior year period, primarily due to a lower dayrate earned by theOcean Courage.

Revenue generated by deepwater floaters decreased $71 million for the three months ended September 30, 2016 as compared with the 2015 period, primarily due to decreased utilization of $58 million combined with lower average daily revenue of $13 million. Revenue earning days decreased for the third quarter of 2016 primarily due to incremental downtime associated with cold-stacked rigs that had previously operated during the third quarter of 2015 and theOcean Valiant, which completed its contract in August of 2016 and is now preparing for its next contract, partially offset by incremental revenue earning days for theOcean ApexGreatWhite, which began its first contract in the first quarter of 2017, and theOcean BlackRhino, which was between contracts during the prior year quarter and less unplanned downtime for repairs to other rigs. These increases were partially offset by decreases in contract drilling revenue primarily related to theOcean Monarch, which was in the shipyard for a survey and contract modifications during the second quarter of 2017 prior to beginning a new contract in June at a lower dayrate, theOcean Valor earning a reduced, standby dayrate during 2017, the warm stacking of theOcean Guardian after completion of its contract in early April of 2017, theOcean Scepterearning a reduced dayrate, which began operating under a new contract offshore Mexico in 2017 and the sale of rigs since the second quarter of 2016. Average daily revenue

Contract drilling expense decreased during the third quarter of 2016 primarily due to a lower dayrate earned by theOcean Valiant.

Revenue generated by mid-water floaters decreased $13$2 million for the three months ended SeptemberJune 30, 20162017 as compared with the 2015 period, primarily due to decreased utilization of $17 million, partially offset by higher average daily revenue of $4 million. Revenue earnings days decreased in the third quarter of 2016 due to the absence of revenue earning days for rigs that have been retired, partially offset by the absence of planned downtime associated with theOcean Guardian’s survey during the prior year quarter. Since the first quarter of 2015, Diamond Offshore has sold ten mid-water floaters, reducing the mid-water fleet to five drilling rigs, three of which are currently cold stacked, and two rigs that are under contract until various times in 2017. One additional mid-water rig, theOcean Quest,has been retired and is expected to be sold in the fourth quarter of 2016.

Revenue generated by jack-up rigs decreased $16 million for the three months ended September 30, 2016 as compared with the 2015 period. Diamond Offshore had no jack-up rigs under contract during the third quarter of 2016, compared to two rigs under contract in the third quarter of 2015. TheOcean Scepteris scheduled to commence operations under a new contract in Mexico, beginning in the first quarter of 2017. Diamond Offshore’s four remaining jack-up rigs are being marketed for sale.

Contract drilling expense for ultra-deepwater floaters decreased $32 million during the three months ended September 30, 2016 as compared with the 2015 period, primarily due to reduced costs for cold-stacked ultra-deepwater rigs, including the retiredOcean Clipper and the deferral of costs associated with contract preparation activities for theOcean BlackRhino. Contract drilling expense in the third quarter of 2016 reflected lower costs associated with labor and personnel of $32 million, mobilization of rigs of $16 million, repairs and maintenance of $3 million and other of $13 million. Cost reductions in the third quarter of 2016 were partially offset by incremental contract drilling expense for theOcean BlackLion of $21 million and costs associated with the operating leases and service agreements related to the sale and leaseback transactions discussed in Note 4 of the Notes to Consolidated Condensed Financial Statements included in Item 1 of this Report.

Contract drilling expense incurred by deepwater floaters decreased $31 million during the three months ended September 30, 2016 as compared with the 2015 period, primarily due to reduced operating costs for cold-stacked deepwater rigs of $35 million, partially offset by incremental contract drilling expense for three active rigs.

Contract drilling expense for mid-water floaters decreased $18 million during the three months ended September 30, 2016 as compared with the 2015 period, primarily due to reduced operating costs for cold-stacked and retired mid-water rigs of $16 million.

Contract drilling expense for the jack-up fleet decreased $11 million during the three months ended September 30, 2016 as compared with the 2015 period. Diamond Offshore had no jack-up rigs under contract during the third quarter of 2016, compared to two rigs under contract in the third quarter of 2015.

Net income decreased $40 million for the three months ended September 30, 2016 as compared with the 2015 period, primarily due to the decreases in revenues and expenses as discussed above, including the negative effect of lower utilization of the fleet. These decreases were partially offset by lower depreciation expense and the absence of a $20 million impairment charge in 2015 to write-off all goodwill associated with the Company’s investment in Diamond Offshore.

Nine Months Ended September 30, 2016 Compared to 2015

Contract drilling revenue decreased $675 million for the nine months ended September 30, 2016 as compared with the 2015 period, primarily as a result of fewer revenue earning days across the entire fleet combined with the negative effect of lower average daily revenue earned by deepwater floaters.

Revenue generated by ultra-deepwater floaters decreased $186 million for the nine months ended September 30, 2016 as compared with the 2015 period, primarily as a result of decreased utilization of $184 million. Revenue earning days decreased primarily due to fewer revenue earning days for rigs that had operated during the first nine months of 2015 and are now cold stacked, as well as theOcean Clipper, which was sold in late 2015. The aggregate decrease in revenue earning days was partially offset by incremental revenue earning days for theOcean BlackLion, which began operating under contract after the third quarter of 2015, and theOcean Monarch, which was warm stacked during the 2015 period.

Revenue generated by deepwater floaters decreased $264 million for the nine months ended September 30, 2016 as compared with the 2015 period, primarily due to decreased utilization of $192 million and lower average daily revenue of $72 million. Revenue earning days decreased primarily due to the cold stacking of three rigs that had operated during the first nine months of 2015, partially offset by incremental revenue earning days for rigs with contracts that commenced in the middle of the second quarter of 2015 and in 2016. Average daily revenue decreased as a result of lower amortized mobilization and contract preparation fees combined with lower dayrates earned by theOcean Valiant andOcean Apexduring 2016.

Revenue generated by mid-water floaters decreased $182 million for the nine months ended September 30, 2016 as compared with the 2015 period, primarily due to decreased utilization of $194 million, partially offset by higher average daily revenue of $12 million. Comparing the periods, only three of the mid-water floaters operated during both periods.

Revenue generated by jack-up rigs decreased $43 million for the nine months ended September 30, 2016 as compared with the 2015 period, primarily due to the cold stacking of four rigs that operated under contract during the 2015 period and an early contract termination for theOcean Scepter in 2016.

Contract drilling expense for ultra-deepwater floaters, excluding the newbuild drillships, decreased $97 million, during the nine months ended September 30, 2016 as compared with the 2015 period, reflecting lower expenses for labor and personnel of $79 million, maintenance and inspections of $32 million, mobilization of $23 million, freight of $8 million and other rig operating and overhead costs of $27 million. These reductions in contract drilling expense were primarily due to lower costs for cold-stacked rigs and the retiredOcean Clipper, as well as cost reduction initiatives implemented in 2015. Incremental contract drilling expense for four drillships operating in the Gulf of Mexico was $72 million.

Contract drilling expense incurred by deepwater floaters decreased $99 million during the nine months ended September 30, 2016 as compared with the 2015 period, primarily due to a net reduction in costs attributable to various factors, including rigs that were sold after the 2016 period, reduced costs incurred by theOcean Guardian and implementation of other cost control measures, partially offset by incremental contract drilling costs associated with laborthe drillships and personneltheOcean GreatWhite. Interest expense increased $3 million for the three months ended June 30, 2017 as compared with the 2016 period primarily due to lower capitalized interest for construction projects.

Net results increased $301 million for the three months ended June 30, 2017 as compared with the 2016 period, primarily due to an asset impairment charge of $41$23 million mobilization(after taxes and noncontrolling interests) in the 2017 period, as compared with $267 million (after taxes and noncontrolling interests) in the 2016 period, as discussed in Note 5 of rigsthe Consolidated Condensed Financial Statements included under Item 1. In addition, results in 2017 benefited from the favorable impact of $21 million, repairshigher utilization of the fleet, as discussed above, and maintenancelower depreciation, primarily due to a lower depreciable asset base in the second quarter of $15 million, shorebase support and overhead of $10 million and other operating costs of $13 million, primarily2017, compared to the 2016 period, as a result of the cold stacking of rigs.

Contract drilling expense for mid-water floaters decreased $135 millionasset impairments taken in the nine months ended September 30, 2016 as compared with the 2015 period, reflecting lower costs for labor and personnel of $65 million, maintenance and repairs of $15 million, shorebase support and overhead of $16 million, mobilization of $8 million, inspections of $5 million and other of $27 million.

Contract drilling expense for the jack-up fleet decreased $40 million for the nine months ended September 30, 2016 as compared with the 2015 period, primarily due to the cold stacking of four rigs that operated under contract during the 2015 period and an early contract termination for theOcean Scepter in 2016.

Net The results decreased $210 million for the nine months ended September 30, 2016 as compared with the 2015 period, primarily reflecting the impact of a $267 million asset impairment charge (after tax and noncontrolling interests) for the nine months ended September 30, 2016, as compared with the 2015 period when Diamond Offshore recorded a $159 million asset impairment charge (after tax and noncontrolling interests). Results were also impacted by the decrease in revenues and expenses as discussed above. In addition, during 2016 Diamond Offshore sold its investment in privately-held corporate bonds forabsence of a total recognized loss of $12 million ($4 million after tax and noncontrolling interests). Results loss on an investment in privately-held corporate bonds sold in the 2016 period. These favorable variances were partially offset by the absence of $15 million in net reimbursable revenue related to the completion of theOcean Endeavor’s demobilization from the Black Sea in the 2016 period.

Six Months Ended June 30, 2017 Compared to 2016

Contract drilling revenue decreased $45 million for the six months ended June 30, 2017 as compared with the 2016 period, primarily due to the absence of $40 million in demobilization revenue recognized in the first quarter of 2016 for theOcean Endeavor.In addition, contract drilling revenue decreased due to incremental downtime for theOcean Monarch, which was in the shipyard for a survey and contract modifications during much of the first half of 2017, the completion of the final contract for theOcean Ambassador in March of 2016 prior to the rig being sold, decreased revenue from theOcean Scepter, which had been idle since completion of its contract in Mexico during May 2016, commenced operations offshore Mexico in February 2017 under a new contract and the cold stacking and sale of other rigs. The decrease in contract drilling revenue also reflects lower dayrates earned under new contracts for both theOcean Monarchand Ocean BlackRhinoand a lower dayrate being earned by theOcean Valiant under its current contract in the North Sea, which commenced in the fourth quarter of 2016. These decreases were partially offset by increases in contract drilling revenue primarily related to incremental revenue earning days for theOcean GreatWhite and theOcean BlackRhino,which was warm stacked for much of the prior year period, theOcean Apex, which operated through the first six months of 2017 under a contract that commenced in the second quarter of 2016 and reduced downtime for repairs.

Contract drilling expense decreased $11 million for the six months ended June 30, 2017 as compared with the 2016 period, primarily due to a net reduction in costs attributable to various factors, including the cold stacking of rigs, reduced costs related to theOcean Ambassadorand implementation of other cost control measures, partially offset by incremental contract drilling costs associated with the drillships and theOcean GreatWhite. Interest expense increased $5 million for the six months ended June 30, 2017 as compared with the 2016 period primarily due to lower capitalized interest for construction projects.

Net results increased $270 million for the six months ended June 30, 2017 as compared with the 2016 period, primarily due to an asset impairment charge of $23 million (after taxes and noncontrolling interests) in the 2017 period as compared with $267 million (after taxes and noncontrolling interests) in the 2016 period and lower depreciation, expense andprimarily due to a lower depreciable asset base in 2017, compared to the 2016 period, as a result of the asset impairments taken in 2016. The results were also impacted by the absence of a $20$12 million impairment charge in 2015 to write-off all goodwill associated with the Company’s($4 million after tax and noncontrolling interests) loss on an investment in Diamond Offshore. In addition, resultsprivately-held corporate bonds sold in the 2016 reflectperiod. These favorable variances were partially offset by the recognitionabsence of $40 million in demobilization revenue and $15 million in net reimbursable revenue related to the completion of theOcean Endeavor’Endeavors’s demobilization from the Black Sea.

Boardwalk Pipeline

Market Overview

The transportation rates that Boardwalk Pipeline is able to charge customers are heavily influenced by longer-term market trends, affecting the amount and geographical location of natural gas production and demand for gas by end users such as power plants, petrochemical facilities and liquefied natural gas (“LNG”) export facilities. Changes in certain longer term trends such as the development of gas production from the Marcellus and Utica production areas locatedSea in the northeastern U.S.2016 period.

Boardwalk Pipeline

Firm Transportation Contracts and changes to related pipeline infrastructure have resulted in a sustained narrowing of basis differentials corresponding to traditional flow patterns on Boardwalk Pipeline’s natural gas pipeline systems (generally south to north and west to east). On portions of Boardwalk Pipeline’s natural gas pipeline systems, the effect has been a reduction of transportation rates and an adverse impact on other contract terms that Boardwalk Pipeline can negotiate with its customers for available transportation capacity and for some contracts due for renewal for Boardwalk Pipeline’s transportation services.Growth Projects

Each year a portion of Boardwalk Pipeline’s firm natural gas transportation and storage contractsagreements expire and need to be renewed or replaced. Overreplaced as reported in the past several years,Results of Operations – Boardwalk Pipeline has renewed many expiring contracts at lower rates andsection of our MD&A included under Item 7 of our Annual Report on Form10-K for shorter terms than in the past, or not at all. Boardwalk Pipeline expects this trend to continue, and therefore, Boardwalk Pipeline may not be able to sell all of its available capacity, extend expiring contracts with existing customers or obtain replacement contracts at attractive rates or for a similar term as the expiring contracts. These sustained conditions have had, and Boardwalk Pipeline expects will continue to have, a materially adverse effect on Boardwalk Pipeline’s revenues, earnings and distributable cash flows.year ended December 31, 2016.

Natural gas producers account for a significant portion of Boardwalk Pipeline’s revenues, with approximately 50% of its 2015 revenues generated from contracts with natural gas producers. During 2015, the price of oil and natural gas continued to decline as a result of increasing gas supplies, mainly from shale production areas in the U.S., which has adversely impacted the businesses of certain of Boardwalk Pipeline’s producer customers, including those that have contracted with Boardwalk Pipeline for capacity on some of its growth projects. Although oil and natural gas prices have recovered slightly from the lows seen earlier in 2016, they remain lower than before the decline began. If natural gas prices remain low, or decline further, for a sustained period of time, the businesses of Boardwalk Pipeline’s producer customers will be further adversely affected, which could reduce the demand for Boardwalk Pipeline’s services, result in the non-renewal of contracted capacity, or renewal at lower rates or on less attractive terms, or lead some customers, particularly customers that are experiencing financial difficulties, to default on their obligations to Boardwalk Pipeline or seek to terminate or renegotiate existing contracts. Should any such customers file for bankruptcy protection, they may also seek to have their contracts with Boardwalk Pipeline rejected in the bankruptcy proceeding.

A majority of Boardwalk Pipeline’s customers are rated investment-grade by at least one of the major credit rating agencies, however, the ratings of several of Boardwalk Pipeline’s oil and gas producer customers, including some of those supporting its growth projects, have been downgraded in the past year. The downgrades further restrict liquidity for those customers and may result in nonperformance of their contractual obligations, including failure to make future payments or, for customers supporting Boardwalk Pipeline’s growth projects, failure to post required letters of credit or other collateral as construction progresses.

Boardwalk Pipeline is currently engaged in a number of growth projects having an aggregate estimated cost of approximately $1.2 billion. During the second and third quarters of 2016, several growth projects were placed into service at an aggregate cost which was approximately $30 million lower than the $350 million originally expected. The remainder of the projects are subject to the risk that they may not be completed, may be impacted by significant cost overruns or may be materially changed prior to completion as a result of future developments or circumstances that Boardwalk Pipeline cannot predict at this time.

In early 2016, a customer on Boardwalk Pipeline’s Northern Supply Access project, which had contracted for 100,000 million British thermal units per day (“MMBtu/d”) of capacity, filed for bankruptcy protection and rejected Boardwalk Pipeline’s transportation contract. Boardwalk Pipeline has an unsecured claim in the bankruptcy proceedings for an amount that was determined by agreement between Boardwalk Pipeline and that customer. As a result of the 100,000 MMBtu/d reduction in customer volume commitments resulting from the bankruptcy, Boardwalk Pipeline has reduced the scope of this project by 100,000 MMBtu/d, reducing capacity to 284,000 MMBtu/d and reducing the estimated capital cost from $310 million to $230 million. In April 2016, another customer that contracted for 30,000 MMBtu/d of capacity on this project failed to increase its letter of credit in default of its obligations under a credit support agreement. In October 2016, the default was remedied. The transportation agreement with this customer remains in place.

In October of 2014, Boardwalk Pipeline’s Gulf South subsidiary filed a rate case with the Federal Energy Regulatory Commission (“FERC”) pursuant to Section 4 of the Natural Gas Act (Docket No. RP15-65), requesting, among other things, a reconfiguration of the transportation rate zones on the Gulf South system and, in general, an increase in its tariff rates for those customers whose agreements are at maximum tariff rates. An uncontested settlement was reached with Gulf South’s customers and the FERC, which became final effective March 1, 2016. In April 2016, Gulf South settled a $17 million rate refund liability through a combination of cash payments and invoice credits. Also,Partially as a result of the rate case,increase in overall gas supplies, demand markets, primarily in the Gulf Coast area, are growing due to new natural gas export facilities, power plants and petrochemical facilities and increased exports to Mexico. These developments have resulted in significant growth projects for Boardwalk Pipeline, several of which were placed into service during 2016. These include the Ohio to Louisiana Access project, the Southern Indiana Lateral, the Western Kentucky Market Lateral, a project to serve a power plant in South implementedTexas, and, in March of 2017, the Northern Supply Access Project. Boardwalk Pipeline has an additional $1.1 billion of growth projects under development that are expected to be placed into service in 2017 through 2019, and through June 30, 2017, Boardwalk Pipeline has invested $425 million of capital in these projects. These new projects have lengthy planning and construction periods. As a fuel tracker which wentresult, these projects will not contribute to Boardwalk Pipeline’s earnings and cash flows until they are placed into effect April 1, 2016. All issues associated withservice over the rate case have been resolved.next several years.

Results of Operations

The following table summarizes the results of operations for Boardwalk Pipeline for the three and ninesix months ended SeptemberJune 30, 20162017 and 20152016 as presented in Note 1311 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report:

 

   Three Months Ended        Nine Months Ended         
   September 30,        September 30,               Three Months Ended    
June 30,
         Six Months Ended        
June 30,
 
  

 

 

   

 

 

 
      2016       2015                 2016             2015             2017 2016 2017 2016 

 

 
(In millions)                     

Revenues:

             

Other revenue, primarily operating

       $      306       $      296         $      961       $      925           $318  $308  $686  $655 

 

 

Total

   306        296          961        925            318  308   686  655 

 

 

Expenses:

             

Operating

   212        205          615        628            251  198   455  403 

Interest

   48        43          136        134            44  45   90  88 

 

 

Total

   260        248          751        762            295  243   545  491 

 

 

Income before income tax

   46        48          210        163            23  65   141  164 

Income tax expense

   (9)       (12)         (44)       (33)           (5 (16  (28 (35

Amounts attributable to noncontrolling interests

   (23)       (18)         (104)       (75)           (12 (32  (70 (81

 

 

Net income attributable to Loews Corporation

       $14       $18         $62       $55           $6  $17  $43  $48 

 

 

 

Three Months Ended SeptemberJune 30, 20162017 Compared to 20152016

Total revenues increased $10 million for the three months ended SeptemberJune 30, 20162017 as compared with the 20152016 period. Excluding proceedsthe $13 million of income from the settlement of a business interruption claim of $3 millionlegal matter in 2015the 2016 period and items offset in fuel and transportation expense, primarily retained fuel, operating revenues increased $18$21 million. The increase was driven by an increase in transportation revenues of $20 million, which resulted from growth projects recently placed into service, partially offset by contract expirations.

Operating expenses increased $53 million for the three months ended June 30, 2017 as compared with the 2016 period. Excluding items offset in operating revenues and the $47 million loss on the sale of a processing plant, as discussed in Note 5 to the Consolidated Condensed Financial Statements under Item 1, operating costs and expenses increased $3 million primarily due to an increase in maintenance activities.

Net income decreased $11 million for the three months ended June 30, 2017 as compared with the 2016 period, primarily due to the changes discussed above.

Six Months Ended June 30, 2017 Compared to 2016

Total revenues increased $31 million for the six months ended June 30, 2017 as compared with the 2016 period. Excluding income from the settlement of a legal matter in the 2016 period and items offset in fuel and transportation expense, primarily retained fuel, operating revenues increased $44 million. The increase was driven by an increase in transportation revenues of $35 million, which resulted from growth projects recently placed into service. In addition, storageStorage and parking and lending (“PAL”) revenues were higher by $6$4 million primarily from the effects of favorable market conditions on time period price spreads.

Operating expenses increased $7$52 million for the threesix months ended SeptemberJune 30, 20162017 as compared with the 20152016 period. Excluding receipt of a franchise tax refund of $10 million in 2015 and items offset in operating revenues and the $47 million loss on the sale of a processing plant, operating costs and expenses increased $2 million primarily due to an increase in employee-related costs partially offset by lower maintenance activities.$3 million. Interest expense increased $5$2 million primarily due to higher average debt balances andlevels at higher average interest rates compared with the 2015 period.borrowing rates.

Net income decreased $5 million for the threesix months ended SeptemberJune 30, 2016 decreased $4 million2017 as compared with the 20152016 period, primarily due to the franchise tax refund received in 2015 and higher interest expense in 2016 partially offset by the impact of higher revenues aschanges discussed above.

Nine Months Ended September 30, 2016 Compared to 2015

Total revenues increased $36 million for the nine months ended September 30, 2016 as compared with the 2015 period. Excluding proceeds received from the settlement of a legal claim of $13 million in 2016, the receipt of business interruption proceeds of $9 million in 2015 and items offset in fuel and transportation expense, primarily retained fuel, operating revenues increased $55 million. The increase was driven by an increase in transportation revenues of $53 million, which resulted from growth projects recently placed into service, incremental revenues from the Gulf South rate case and the return to service of the Evangeline pipeline in mid-2015, partially offset by the effects of market conditions on contract renewals discussed above. Storage and PAL revenues were higher by $13 million primarily from the effects of favorable market conditions on time period price spreads. Boardwalk Pipeline’s

gathering and processing revenues were unfavorably impacted by $4 million related to its Flag City processing plant and a $3 million decrease in net fuel.

Operating expenses decreased $13 million for the nine months ended September 30, 2016 as compared with the 2015 period. Excluding receipt of a franchise tax refund of $10 million in 2015 and items offset in operating revenues, operating costs and expenses increased $4 million primarily due to higher employee related costs, partially offset by decreases in maintenance activities and depreciation expense.

Net income for the nine months ended September 30, 2016 increased $7 million as compared with the 2015 period, primarily due to higher revenues partially offset by higher employee related costs and the franchise tax refund received in 2015 as discussed above.

Loews Hotels & Co

The following table summarizes the results of operations for Loews Hotels & Co for the three and ninesix months ended SeptemberJune 30, 20162017 and 20152016 as presented in Note 1311 of the Notes to Consolidated Condensed Financial Statements included inunder Item 1 of this Report:

 

   Three Months Ended        Nine Months Ended         
   September 30,        September 30,               Three Months Ended    
June 30,
         Six Months Ended        
June 30,
 
  

 

 

   

 

 

 
     2016        2015                  2016            2015             2017 2016 2017 2016      

 

 
(In millions)                     

Revenues:

             

Operating revenue

       $      132       $      127         $      426       $      394           $154  $156  $290  $294      

Revenues related to reimbursable expenses

   29        19          87        58            27  33   58  58      

 

 

Total

   161        146          513        452            181  189   348  352      

 

 

Expenses:

             

Operating

   120        118          372        353            128  129   251  252      

Reimbursable expenses

   29        19          87        58            27  33   58  58      

Depreciation

   17        14          47        39            15  15   31  30      

Equity income from joint ventures

   (15)       (11)         (27)       (38)        

Equity (income) loss from joint ventures

   (15)  3  (44)  (12)     

Interest

   6        5          17        15            6  5   13  11      

 

 

Total

   157        145          496        427            161  185   309  339      

 

 

Income before income tax

   4        1          17        25            20  4   39  13      

Income tax (expense) benefit

   (1)       1          (10)       (10)        

Income tax expense

   (10)  (3 (19)  (9)     

 

 

Net income attributable to Loews Corporation

  $3       $2         $7       $15           $10  $1  $20  $4      

 

 

 

Income beforeOperating revenues decreased $2 million and $4 million for the three and six months ended June 30, 2017 as compared with the 2016 periods primarily due to a decrease in revenue as a result of renovation activities.

Equity income taxfrom joint ventures increased $3$18 million for the three months ended SeptemberJune 30, 20162017 as compared with the 2015 period,2016 period. The increase was primarily due to increasedthe absence of a $13 million impairment charge related to an equity interest in a joint venture hotel property in the 2016 period and the opening of a new joint venture hotel in the third quarter of 2016. Equity income from joint venture properties. Operating revenues and expenses were impacted by the acquisition of a hotel in January of 2016.

Income before income tax decreased $8ventures increased $32 million for the ninesix months ended SeptemberJune 30, 20162017 as compared with the 20152016 period. Operating revenues and expenses were impacted byThe increase was primarily due to the acquisition$25 million gain on the sale of onean equity interest in the Loews Don CeSar Hotel, a joint venture hotel duringproperty, in February of 2017, the first nine monthsabsence of 2016 and two hotels during 2015. In addition, results in 2016 were impacted by a $13 million impairment charge related to an equity interest in a joint venture hotel property in the 2016 period and the opening of a new joint venture hotel in 2016, partially offset by a $15 million impairment charge in 2017 related to an equity interest in a joint venture hotel property.

Net income increased $1$9 million and decreased $8$16 million for the three and ninesix months ended SeptemberJune 30, 20162017 as compared with the 20152016 periods primarily due to the changes discussed above. Results for the nine months in 2016 were also impacted by an increase in the effective tax rate due to a higher state tax provision for the increased ratio of Florida based income.

Corporate and Other

Corporate and Other

Corporate operations consist primarily of investment income at the Parent Company, operating results of Consolidated Container from the May 22, 2017 acquisition date, corporate interest expenses and other corporate 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.

The following table summarizes the results of operations for Corporate and Other for the three and ninesix months ended SeptemberJune 30, 20162017 and 20152016 as presented in Note 1311 of the Notes to Consolidated Condensed Financial Statements included inunder Item 1 of this Report:

 

   Three Months Ended     Nine Months Ended         
   September 30,          September 30,               Three Months Ended    
June 30,
         Six Months Ended        
June 30,
 
  

 

 

   

 

 

 
        2016     2015               2016             2015           2017 2016 2017 2016     

 

 
(In millions)                     

Revenues:

             

Net investment income (loss)

       $      36     $      (35)        $      108      $4       

Net investment income

  $2  $85  $61  $72      

Other revenues

        1          2       2          93  (1  93  1      

 

 

Total

   37      (34)         110       6          95  84   154  73      

 

 

Expenses:

             

Operating

   25      21          82       61          130  32   168  57      

Interest

   18      19          54       56          22  18   40  36      

 

 

Total

   43      40          136       117          152  50   208  93      

 

 

Loss before income tax

   (6)     (74)         (26)      (111)      

Income tax benefit

        28          8       41       

Income (loss) before income tax

   (57 34   (54 (20)     

Income tax (expense) benefit

   21  (12  20  7      

 

 

Net loss attributable to Loews Corporation

       $(5)    $(46)        $(18)     $      (70)      

Net income (loss) attributable to Loews Corporation

  $(36 $22  $(34 $(13)     

 

 

 

Net investment income increaseddecreased by $71$83 million and $11 million for the three and six months ended SeptemberJune 30, 20162017 as compared with the 2015 period,2016 periods, primarily due to improved performance of limited partnership investments andlower results from equity based investments in the trading portfolio. Net investment income increased by $104 million for the nine months ended September 30, 2016 as compared with the 2015 period, primarily due to improved performance of equity based investments and fixed income investments in the trading portfolio, partially offset by lower results fromimproved performance of limited partnership investments.

Other revenues increased $94 million and $92 million for the three and six months ended June 30, 2017 as compared with the 2016 periods, primarily due to $91 million of revenue from Consolidated Container’s operations since the acquisition date.

Operating expenses increased $98 million and $111 million for the three and six months ended June 30, 2017 as compared with the 2016 periods, primarily due to $89 million of expenses, inclusive of expenses resulting from purchase accounting, for Consolidated Container’s operations since the acquisition date. In addition, operating expenses increased due to the timing of compensation accruals and costs related to the acquisition of Consolidated Container, partially offset by the absence of prior year expenses related to the implementation of the 2016 Incentive Compensation Plan. Interest expense increased $4 million for the three and six months ended June 30, 2017 as compared with the 2016 periods, primarily due to interest expense associated with Consolidated Container’s $605 million term loan from the date of acquisition of Consolidated Container.

Net results decreased $58 million and $21 million for the three and ninesix months ended SeptemberJune 30, 20162017 as compared with the 2015 periods primarily due to expenses related to the 2016 Incentive Compensation Plan, which was approved by shareholders on May 10, 2016 and increased corporate overhead expenses.

The net loss decreased $41 million and $52 million for the three and nine months ended September 30, 2016 as compared with the 2015 periods, primarily due to the changes discussed above.

LIQUIDITY AND CAPITAL RESOURCES

Parent Company

Parent Company cash and investments, net of receivables and payables, at SeptemberJune 30, 2017 and December 31, 2016 totaled $5.0 billion, as compared to $4.3 billion at December 31, 2015.billion. During the ninesix months ended SeptemberJune 30, 2016,2017, we received $706$633 million in dividends from our subsidiaries, including a special dividend from CNA of $485 million. Cash outflows included the payment of $115$620 million to fund treasury stock purchases, $8the acquisition of Consolidated Container, which was in addition to approximately $600 million of debt financing proceeds at the subsidiary level as discussed in Note 2 to purchase sharesthe Consolidated Condensed Financial Statements under Item 1. In addition, cash outflows included the payment of CNA, $63$42 million of cash dividends to our shareholders and net cash contributions of approximately $35$6 million to Loews Hotels.fund treasury stock purchases. As a holding company we depend on dividends from our subsidiaries and returns on our investment portfolio to fund our obligations. We are not responsible for the liabilities and obligations of our subsidiaries and there are no Parent Company guarantees.

In March of 2016, we completed a public offering of $500 million aggregate principal amount of 3.8% senior notes due April 1, 2026 and repaid in full the entire $400 million aggregate principal amount of our 5.3% senior notes at maturity. The net remaining proceeds are being used for general corporate purposes.

As of September 30, 2016,July 21, 2017, there were 336,959,362336,601,242 shares of Loews common stock outstanding. Depending on market and other conditions, we may purchase our shares and shares of our subsidiaries’subsidiaries outstanding common stock in the open market or otherwise. During the ninesix months ended SeptemberJune 30, 2016,2017, we purchased 3.00.1 million shares of Loews common stock and 0.3 million shares of CNA common stock.

In March of 2016, Moody’s Investment Services, Inc. (“Moody’s”) downgraded our unsecured debt rating from A2 to A3 and the outlook remains stable. Our current unsecured debt ratings are A+ for S&P Global Ratings (“S&P”) and A for Fitch Ratings, Inc., with a stable outlook for both. We have an effective Registration Statement on FormS-3 on file with the Securities and Exchange Commission (“SEC”) registering the future sale of an unlimited amount of our debt and equity securities.

In April of 2017, Fitch Ratings, Inc. affirmed our unsecured debt rating at A, with the rating outlook revised to negative from stable and in June of 2017, S&P Global Ratings (“S&P”) lowered our corporate credit and senior debt ratings from A+ to A with a stable outlook. Our current unsecured debt rating is A3 for Moody’s Investors Service, Inc. (“Moody’s”), with a stable outlook. Should one or more rating agencies downgrade our credit ratings from current levels, or announce that they have placed us under review for a potential downgrade, our cost of capital could increase and our ability to raise new capital could be adversely affected.

We continue to pursue conservative financial strategies while seeking opportunities for responsible growth. TheseFuture uses of our cash may include the expansioninvesting in our subsidiaries, new acquisitions and/or repurchases of existing businesses, full or partial acquisitionsour and dispositions, and opportunities for efficiencies and economies of scale.our subsidiaries’ outstanding common stock.

Subsidiaries

CNA’s cash provided by operating activities was $1.1 billion$515 million for the ninesix months ended SeptemberJune 30, 20162017 as compared with $1.0 billion$613 million for the same period in 2015.2016 period. Cash provided by operating activities reflected increased receipts relating to the returnsa lower level of distributions on invested capital for limited partnerships and lower income taxes paid, partially offset by lower net premiums collected and higher net claim payments partially offset by an increase in premiums collected and expense payments.lower salaries and related expenses paid.

CNA declared and paid dividends of $2.75$2.50 per share ofon its common stock, including a special dividend of $2.00 per share during the ninesix months ended SeptemberJune 30, 2016.2017. On OctoberJuly 28, 2016,2017, CNA’s Board of Directors declared a quarterly dividend of $0.25$0.30 per share on its common stock, payable NovemberAugust 30, 20162017 to shareholders of record on NovemberAugust 14, 2016.2017. 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. The payment of dividends by CNA’s insurance subsidiaries without prior approval of the insurance department of each subsidiary’s domiciliary jurisdiction is generally limited by formula. Dividends in excess of these amounts are subject to prior approval by the respective insurance regulator.

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”), 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 months. Additionally, ordinary dividends may only be paid from earned surplus, which is calculated by removing unrealized gains from unassigned surplus. As of SeptemberJune 30, 2016,2017, CCC was in a positive earned surplus position. The maximum allowable dividend CCC could pay during 20162017 that would not be subject to the Department’s prior approval is approximately $1.1 billion, less dividends paid during the preceding twelve months measured at that point in time. CCC paid dividends of $100$200 million during the threesix months ended December 31, 20152016 and $665$775 million during the ninesix months ended SeptemberJune 30, 2016.2017. As of SeptemberJune 30, 2016,2017, CCC is able to pay approximately $314$100 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 ninesix months ended SeptemberJune 30, 2016 increased $252017 decreased $129 million as compared withto the 20152016 period, primarily due to lower cash receipts from contract drilling services of $203 million, partially offset by a net decrease in cash payments for contract drilling and general and administrative expenses, including personnel-related, repairs and maintenance and other rig operating costs of $499 million, partially offset by lower cash receipts from contract drilling services of $490$74 million. The decline in both cash receipts and cash payments related to the performance of contract drilling services reflects continuing depressed market conditions in the continued decline in contractoffshore drilling activity during the nine months ended September 30, 2016industry, as well as the positive results of Diamond Offshore’s continuing efforts to controlfocus on controlling costs.

For 2016,2017, Diamond Offshore has budgeted approximately $625$145 million for capital expenditures, including construction costs for theOcean GreatWhite and ongoing capital maintenance and replacement programs. Shipyard construction of theOcean GreatWhite, a 10,000 foot dynamically positioned, harsh environment semisubmersible drilling rig has been completed and in June of 2016expenditures. Diamond Offshore made the final payment of $403 million. TheOcean GreatWhite was delivered by the shipyard in mid-July of 2016.

During the nine months ended Septemberhas no other purchase obligations for major rig upgrades at June 30, 2016, Diamond Offshore completed three sale and leaseback transactions and received $158 million in proceeds, which was less than the carrying value of the equipment. The resulting difference was recorded as prepaid rent with no gain or loss recognized on the transactions. For further information about these transactions, see Note 4 of the Notes to Consolidated Condensed Financial Statements in Item 1 of this report.2017.

As of SeptemberJune 30, 2016,2017, Diamond Offshore had $182 million inno outstanding borrowings outstanding under its credit agreement and iswas in compliance with all covenant requirements thereunder. As of OctoberJuly 27, 2016,2017, Diamond Offshore had $222 million in borrowings outstanding and an additional $1.3$1.5 billion available under its credit agreement to provide short term liquidity for payment obligations.

In FebruaryJuly of 2016,2017, Moody’s downgraded Diamond Offshore’s senior unsecuredcorporate credit rating to Ba2Ba3 with a negative outlook from Baa2,Ba2 with a stable outlook, and also downgraded its short-termoutlook. Diamond Offshore’s current corporate credit rating to sub-prime. In July of 2016,by S&P downgraded Diamond Offshore’s senior unsecured credit rating to BBB from BBB+remainsBB- with a negative outlook. Market conditions and other factors, many of which are outside of Diamond Offshore’s control, could cause its credit ratings to be lowered. A downgrade in Diamond Offshore’s credit ratings could adversely impact its cost of issuing additional debt and the amount of additional debt that it could issue, and could further restrict its access to capital markets and Diamond Offshore’sits ability to raise funds by issuing additional debt. As a consequence, Diamond Offshore may not be able to issue additional debt in amounts and/or with terms that it considers to be reasonable. One or more of these occurrences could limit Diamond Offshore’s ability to pursue other business opportunities.

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’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 Pipeline’s cash provided by operating activities increased $24$43 million for the ninesix months ended SeptemberJune 30, 20162017 compared to the 20152016 period primarily due to increasedthe change in net income, excluding the effects ofnon-cash items such as depreciation, amortization and amortization, partially offset by timingthe loss on the sale of accruals andoperating assets. The increase also reflects the settlement of the Gulf South rate refund.refund in the 2016 period.

ForIn the nine months ended September 30,second quarters of 2017 and 2016, and 2015, Boardwalk Pipeline declared and paid quarterly distributions to its common unitholders of record of $0.30$0.10 per common unit and an amount to the general partner on behalf of its 2% general partner interest. In OctoberJuly of 2016, the Partnership2017, Boardwalk Pipeline declared a quarterly cash distribution to unitholders of record of $0.10 per common unit.

For the nine months ended September 30, 2016 and 2015, Boardwalk Pipeline’s capital expenditures were $432 million and $241 million, consistingIn January of a combination of growth and maintenance capital.2017, Boardwalk Pipeline expects total capital expenditurescompleted a public offering of $500 million aggregate principal amount of 4.5% senior notes due July 15, 2027 and plans to be approximately $700 million in 2016, primarily relateduse the proceeds to growth projectsrefinance future maturities of debt and pipeline system maintenance expenditures. Boardwalk Pipeline expects to finance remaining 2016fund growth capital expenditures through existing capital resources, including Boardwalk Pipeline’s cash on hand,expenditures. Initially, the proceeds were used to reduce outstanding borrowings under its revolving credit facility, and cash flows from operating activities.

facility. As of October 28, 2016,June 30, 2017, Boardwalk Pipeline had no outstanding borrowings under its revolving credit facility and had available the full borrowing capacityfacility. In July of $1.5 billion. During the third quarter of 2016,2017, Boardwalk Pipeline extended the maturity date of theits revolving credit facility by one year to May 26, 2021.2022. Boardwalk Pipeline has in place a subordinated loan agreement with a subsidiary of the Company under which it could borrow up to $300 million. During the third quarter of 2016, the borrowing period of the subordinated loan agreement was extended by two years tomillion until December 31, 2018. As of September 30, 2016 and OctoberJuly 28, 20162017, Boardwalk Pipeline had no outstanding borrowings under the subordinated loan agreement. In addition,

For the six months ended June 30, 2017 and 2016, Boardwalk Pipeline’s capital expenditures were $303 million and $259 million, consisting of a combination of growth and maintenance capital expenditures. Boardwalk Pipeline has enteredexpects total capital expenditures to be approximately $790 million in 2017, primarily related to growth projects and pipeline system maintenance. This reflects a new equity distribution agreement under its shelf registration statement filed$60 million reduction in DecemberBoardwalk Pipeline’s expected growth capital expenditures for 2017, resulting from both a delay in the timing of 2015, which will allow it to issue equity from time to time underthe expenditures and an at-the-market program. Based on the current forecast and planned projects, overall reduction in spending.

Boardwalk Pipeline does not anticipateanticipates that its existing capital resources, including its revolving credit facility, subordinated loan agreement and cash flows from operating activities, will be adequate to fund its operations for 2017. Boardwalk Pipeline may seek to access the needcapital markets to issuefund some or all capital expenditures for growth projects, acquisitions or for general business purposes. Boardwalk Pipeline’s ability to access the capital markets for equity for the remainder of 2016.

and debt financing under reasonable terms depends on its financial condition, credit ratings and market conditions.

INVESTMENTS

Investment activities ofnon-insurance subsidiaries primarily include 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 the Corporate and Other segment.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 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 detailed reports of existing positions and valuation fluctuations to seek to ensure that open positions are consistent with our portfolio strategy.

Credit exposure associated withnon-performance by the 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 ofnon-performance by monitoring the creditworthiness of counterparties and diversifying derivatives toby 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.

Net Investment Income

The significant components of CNA’s Net investment income are presented in the following table:

 

  Three Months Ended
September 30,
   Nine Months Ended
September 30,
 
  

 

 

 
      2016           2015           2016           2015           Three Months Ended    
June 30,
         Six Months Ended        
June 30,
 

   2017 2016 2017 2016 
(In millions)                     

Fixed maturity securities:

             

Taxable

      $      354        $      346        $      1,048        $1,040        $351  $349  $698  $694 

Tax-exempt

   103         103         304         304         106  100   214  201 

 

Total fixed maturity securities

   457         449         1,352         1,344         457  449   912  895 

Limited partnership investments

   65         (93)        97         69         16  46   106  32 

Other, net of investment expense

   2         (2)        12         (1)        2  7   2  10 

 

Net investment income before tax

      $524        $      354        $      1,461        $    1,412        $475  $502  $1,020  $937 

    

Net investment income after tax and noncontrolling interests

      $333        $      238        $      940        $911        $308  $325  $656  $608 

    

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

   4.8%     4.8%     4.8%     4.8%     4.8 4.8  4.8 4.8

Effective income yield for the fixed maturity securities portfolio, after tax

   3.4%     3.5%     3.4%     3.5%     3.4 3.5  3.4 3.4

Net investment income after tax and noncontrolling interests for the three months ended SeptemberJune 30, 2016 increased $952017 decreased $17 million as compared with the same period in 2015.2016 period. The increasedecrease was driven by limited partnership investments, which returned 2.6%0.7% in 2017 as compared with (3.2)%1.8% in the 2016 period. Income from fixed maturity securities, after tax and noncontrolling interests, for the samethree months ended June 30, 2017 increased $4 million as compared with the 2016 period, primarily due to an increase in 2015.the invested asset base.

Net investment income after tax and noncontrolling interests for the ninesix months ended SeptemberJune 30, 20162017 increased $29$48 million as compared with the same period in 2015.2016 period. The increase was driven by limited partnership investments, which returned 3.8%4.5% in 2017 as compared with 2.2%1.2% in the prior year period. Income from fixed maturity securities after tax and noncontrolling interests for the six months ended June 30, 2017 increased $11 million as compared with the 2016 period, primarily due to an increase in the invested asset base.

Net Realized Investment Gains (Losses)

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

 

  Three Months Ended
September 30,
 Nine Months Ended
September 30,
       Three Months Ended    
June 30,
         Six Months Ended        
June 30,
 
  

 

 

   

 

 

 
      2016 2015 2016 2015       2017 2016 2017 2016     

 

 
(In millions)               

Realized investment gains (losses):

          

Fixed maturity securities:

          

Corporate and other bonds

      $18    $(27)   $10    $(11)    $39  $7  $68  $(8)     

States, municipalities and political subdivisions

   20    (7)    23    (27)     4    10  3      

Asset-backed

                  (1 6   (5 

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

              2  1   3  2      

Foreign government

                2   2      

 

 

Total fixed maturity securities

   47    (29)    46    (29)     44  16   76  (1)     

Equity securities

   (3)   (18)    (5)   (19)     3   (2)     

Derivative instruments

      (1)    (12)     

Derivative securities

   (3 (6  (2 (13)     

Short term investments and other

   (2)       (3)     2    3  1      

 

 

Total realized investment gains (losses)

   45    (50)    30    (42)     43  13   77  (15)     

Income tax (expense) benefit

   (15)   18     (12)   22      (15 (6  (26 3      

Amounts attributable to noncontrolling interests

   (3)       (2)        (2 (1  (5 1      

 

 

Net realized investment gains (losses) attributable to Loews
Corporation

  $27    $(29)   $16    $(18)    $26  $6  $46  $(11)     

 

 

 

Net realized investment resultsgains improved $56$20 million for the three months ended SeptemberJune 30, 20162017 as compared with the same2016 period, in 2015, driven by higher net realized investment gains on sales of securities reflecting the overall net unrealized gain position within the portfolio and lower OTTI losses recognized in earnings.

Net realized investment results improved $34$57 million for the ninesix months ended SeptemberJune 30, 20162017 as compared with the same2016 period, in 2015, driven by higher net realized investment gains on sales of securities reflecting the overall net unrealized gain position within the portfolio and lower OTTI losses recognized in earnings, partially offset by derivative results.

earnings. Further information on CNA’s realized gains and losses, including OTTI losses, is set forth in Note 23 of the Notes to Consolidated Condensed Financial Statements included under Item 1.

Portfolio Quality

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

 

   September 30, 2016 December 31, 2015 
  

 

 

 

 

 
       Estimated
    Fair Value
   

    Net    
    Unrealized    
     Gains    

    (Losses)    

     Estimated
    Fair Value
  Net    
Unrealized    
Gains    
(Losses)    
 

 

 
(In millions)             

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

      $4,422    $       166         $    3,910    $101       

AAA

   1,893    180         1,938     123       

AA

   9,015    1,186         8,919     900       

A

   10,292    1,283         10,044     904       

BBB

   13,326    1,098         11,595     307       

Non-investment grade

   3,373    168         3,166     (16)      

 

 

Total

      $  42,321    $4,081         $  39,572    $    2,319       

 

 

   June 30, 2017           December 31, 2016         
   Estimated
Fair Value
   

Net
Unrealized
Gains

(Losses)

   Estimated
Fair Value
   Net
Unrealized
Gains
(Losses)
 

 

 

(In millions)

        

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

  $4,249   $39   $4,212     $32 

AAA

   1,819    139    1,881    110 

AA

   9,104    870    8,911    750 

A

   10,014    895    9,866    832 

BBB

   13,409    982    12,802    664 

Non-investment grade

   3,154    156    3,233    156 

 

 

Total

  $41,749   $3,081   $40,905     $2,544 

 

 

 

 

As of SeptemberJune 30, 20162017 and December 31, 2015,2016, only 2% and 1% of CNA’s fixed maturity portfolio was rated internally.

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

 

September 30, 2016  Estimated
Fair Value
   Gross    
Unrealized    
Losses    
 
June 30, 2017  Estimated
Fair Value
   Gross    
Unrealized    
Losses    
 

 

 
(In millions)            

U.S. Government, Government agencies and

Government-sponsored enterprises

  $62      $1        $1,744   $34     

AAA

   116       2         197    6     

AA

   196       2         616    10     

A

   304       5         635    12     

BBB

   828       18         1,150    22     

Non-investment grade

   781       34         598    20     

 

 

Total

  $    2,287      $62        $4,940   $104     

 

 

 

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

 

September 30, 2016  Estimated
Fair Value
   Gross    
Unrealized    
Losses    
 
June 30, 2017  Estimated
Fair Value
   Gross    
Unrealized    
Losses    
 

 

 
(In millions)            

Due in one year or less

  $121      $1        $72   $1     

Due after one year through five years

   585       13         785    15     

Due after five years through ten years

   999       26         3,035    66     

Due after ten years

   582       22         1,048    22     

 

 

Total

  $2,287      $    62        $4,940   $104     

 

 

 

Duration

A primary objective in the management of theCNA’s investment portfolio is to optimize return relative to 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 and the domestic 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 theCNA’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 the Life & Group Non-Core business.non-core operations.

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

 

  September 30, 2016   December 31, 2015 
  

 

 

   June 30, 2017           December 31, 2016         
  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 Life & Group Non-Core

      $    16,407         8.6          $    14,879           9.6          

Investments supportingnon-core operations

  $16,375      8.7     $15,724      8.7     

Other interest sensitive investments

   27,239         4.1         26,435           4.3             26,513      4.4    26,669      4.6     

     

 

   

     

 

   

Total

      $    43,646         5.8          $    41,314           6.2            $42,888      6.1     $42,393      6.1     

     

 

   

     

 

   

The duration of the total fixed income portfolio is in line with portfolio targets. The duration of the assets supporting the Life & Group Non-Core business has declined, reflective of increases in expected bond call activity in CNA’s municipal bond portfolio and the low interest rate environment.

The investment portfolio is periodically analyzed for changes in duration and related price change risk. 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 inunder Item 7A of our Annual Report on Form10-K for the year ended December 31, 2015.2016.

Short Term Investments

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

 

  September 30,
2016
   December 31,
2015
   June 30, December 31, 

   2017 2016 
(In millions)        

 

(In millions)

   

Short term investments:

       

Commercial paper

  $841        $998        $932  $733     

U.S. Treasury securities

   374         411         186  433     

Money market funds

   75         60         76  44     

Other

   133         191         139  197     

 

 

Total short term investments

  $     1,423        $1,660        $1,333  $1,407     

 

 

 

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 Form10-K for the year ended December 31, 2016 for further information.

ACCOUNTING STANDARDS UPDATE

For a discussion of accounting standards updates that have been adopted or will be adopted in the future, please readsee 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 oral statements made by us and our subsidiaries and our and their officials during presentations are “forward-looking” statementsmay 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, andachievements. 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. See Forward-Looking Statements and

Developments in any of the risks or uncertainties facing us or our subsidiaries, including those described under Part I, Item 1A, Risk Factors in our Annual Report on Form10-K for the year ended December 31, 2015 for further discussion of factors2016 and in our other filings with the SEC, could cause our results to differ materially from results that have been or may affect thebe anticipated or projected. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements. The following information describes an

additionForward-looking statements speak only as of the date they are made and we expressly disclaim any obligation or undertaking to the Forward-Looking Statements and should be read in conjunction with the Forward-Looking Statements disclosedupdate these statements to reflect any change in our Annual Reportexpectations or beliefs or any change in events, conditions or circumstances on Form 10-K for the year ended December 31, 2015.which any forward-looking statement is based.

On June 23, 2016, the U.K. held a referendum in which voters approved an exit from the E.U., commonly referred to as “Brexit.” As a result of the referendum, it is currently expected that the British government will formally commence the process to leave the E.U. and begin negotiating the terms of treaties that will govern the U.K.’s future relationship with the E.U. in the first quarter of 2017. Although the terms of any future treaties are unknown, changes in CNA’s international operating platform may be required to allow it to continue to write business in the E.U. after the completion of Brexit. As a result of these changes, the complexity and cost of regulatory compliance of CNA’s European business is likely to increase.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

There were no material changesThe following describes an addition to our Quantitative and Qualitative Disclosures about Market Risk and should be read in our market risk components for the nine months ended September 30, 2016. Seeconjunction with the Quantitative and Qualitative Disclosures about Market Risk included inunder Item 7A of our Annual Report on Form 10-KForm10-K for the year ended December 31, 2015 for further information.2016. 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 inunder Part I, Item 2.

Commodity Price Risk – We have exposure to price risk as a result of Consolidated Container’s purchases of certain raw materials, such as high-density polyethylene, polycarbonate, polypropylene and polyethylene terephthalate resins in connection with the production of its products. The purchase prices of these raw materials are determined based on prevailing market conditions. While Consolidated Container’s operations are affected by fluctuations in resin prices, its net income over time is generally unaffected by these changes because industry practice and many Consolidated Container contractual arrangements permit or require Consolidated Container to pass through these cost changes to its customers. In the future, however, Consolidated Container may not always be able to pass through these changes in raw material costs in a timely manner or at all due to competitive pressures.

Item 4. Controls and Procedures.

The Company maintains a system of disclosure controls and procedures (as defined in Rules13a-15(e) and15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), which areis designed to ensure that information required to be disclosed by the Company in reports that it files or submits to the Securities and Exchange Commission under the Securities Exchange Act, of 1934, as amended (the “Exchange Act”), including this report,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”) undertook, concluded an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. TheReport and, based on that evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective as of SeptemberJune 30, 2016.2017.

There were no changes in the Company’s internal control over financial reporting (as defined in Rules13a-15(f) and15d-15(f) under the Exchange Act) identified in connection with the foregoing evaluation that occurred during the quarter ended SeptemberJune 30, 20162017 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 11Notes 9 and 10 to the Consolidated Condensed Financial Statements included under Part I, Item 1.

Item 1A. Risk Factors.

Our Annual Report on Form10-K for the year ended December 31, 20152016 includes a detailed discussion of certain risk factors facing ourthe company. No updates orThe information presented below describes additions have been made to such risk factors and should be read in conjunction with the Risk Factors included under Item 1A of our Annual Report onForm10-K for the year ended December 31, 2016.

Risks Related to Us and Our Subsidiary, Consolidated Container Company (“Consolidated Container”)

Consolidated Container’s substantial indebtedness could affect its ability to meet its obligations and may otherwise restrict its activities.

Consolidated Container has a significant amount of indebtedness, which requires significant interest payments. Its inability to generate sufficient cash flow to satisfy its debt obligations, or to refinance its obligations on commercially reasonable terms, would have a material adverse effect on its business. Consolidated Container’s substantial indebtedness could have important consequences. For example, it could:

limit its ability to borrow money for its working capital, capital expenditures, debt service requirements or other corporate purposes;

increase its vulnerability to general adverse economic and industry conditions; and

limit its ability to respond to business opportunities, including growing its business through acquisitions.

In addition, the credit agreements governing its current indebtedness contain, and any future debt instruments would likely contain, financial and other restrictive covenants, which impose significant operating and financial restrictions on it. As a result of these covenants, Consolidated Container could be limited in the manner in which it conducts its business and may be unable to engage in favorable business activities or finance future operations or capital needs. Furthermore, a failure to comply with these covenants could result in an event of default which, if not cured or waived, could have a material adverse effect on its business.

Fluctuations in raw material prices and raw material availability may affect Consolidated Container’s results.

To produce its products, Consolidated Container uses large quantities of plastic resins and recycled plastic materials. It faces the risk that its access to these raw materials may be interrupted or that it may not be able to purchase these raw materials at prices that are acceptable to it. In general, Consolidated Container does not have long-term supply contracts with its suppliers, and its purchases of raw materials are subject to market prices. Although Consolidated Container generally is able to pass changes in the prices of raw materials through to its customers over a period of time, it may not always be able to do so or there may be a lag between when its costs increase and when it passes those costs through to its customers. It may not be able to pass through all future raw material price increases in a timely manner or at all due to competitive pressures. In addition, a sustained increase in resin and recycled plastic prices, relative to alternative packaging materials, would make plastic containers less economical for its customers and could result in a slower pace of conversions to, or reductions in the use of, plastic containers. Any limitation on its ability to procure its primary raw materials or to pass through price increases in such materials on a timely basis could negatively affect its results of operations.

Consolidated Container depends on several large customers, the loss of which could have a material adverse effect on its business. In addition, because many of its customers’ contracts are requirements-based contracts, it faces the risk that they will purchase less than anticipated volumes.

The termination of any of Consolidated Container’s top customer relationships or significant declines in demand for its products could have a material adverse effect on Consolidated Container’s business. Furthermore, in Consolidated Container’s rigid packaging business, many of its contracts with large customers are requirements-based contracts that do not obligate the customer to purchase fixed amounts of product from it and are subject to termination by its customers under certain circumstances. As a result, despite the existence of contracts with most of its key customers, Consolidated Container generally faces the risk that the customers will not purchase expected amounts of the products covered under contracts. Additionally, customer contracts come up for renewal on a regular basis in the ordinary course of business, and Consolidated Container cannot guarantee that it will be able to successfully renew these contracts on favorable terms or at all as they expire.

Consolidated Container’s customers may increase their self-manufacturing.

Increased self-manufacturing by Consolidated Container’s customers may have a material adverse impact on its sales volume and financial results. Consolidated Container believes that its customers may engage in self-manufacturing over time at locations where transportation costs are high, and where low complexity and available space to install blow molding equipment exists. If one or more of September 30, 2016.Consolidated Container’s customers increase their self-manufacturing, it may materially adversely affect its business.

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

Items 2 (a) and (b) are inapplicable.

(c) STOCK REPURCHASES

 

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)

 

July 1, 2016 -

       

 July 31, 2016

  284,614        $40.00 N/A    N/A

August 1, 2016 -

       

 August 31, 2016

  N/A        N/A N/A    N/A

September 1, 2016 -

       

 September 30, 2016

  155,358        $39.97 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, 2017 - April 30, 2017

  None  N/A  N/A  N/A

May 1, 2017 - May 31, 2017

  123,500      $45.98  N/A  N/A

June 1, 2017 - June 30, 2017

  None  N/A  N/A  N/A

Item 6. Exhibits.

 

Description of Exhibit  

Exhibit

Number

Certification by the Chief Executive Officer of the Company pursuant to Rule13a-14(a) and Rule15d-14(a)

  31.1*

Certification by the Chief Financial Officer of the Company pursuant to Rule13a-14(a) and Rule15d-14(a)

  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*

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*

XBRL Instance Document

  101.INS *

XBRL Taxonomy Extension Schema

  101.SCH *

XBRL Taxonomy Extension Calculation Linkbase

  101.CAL *101.CAL*

XBRL Taxonomy Extension Definition Linkbase

  101.DEF *

XBRL Taxonomy Label Linkbase

  101.LAB *

XBRL Taxonomy Extension Presentation Linkbase

  101.PRE *

 
*

*Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this reportReport to be signed on its behalf by the undersigned, hereunto duly authorized.

 

 

LOEWS CORPORATION

 

(Registrant)

Dated: OctoberJuly 31, 20162017

 

By:

 

/s/ David B. Edelson

  

DAVID B. EDELSON

  

Senior Vice President and

Chief Financial Officer

(Duly authorized officer

and principal financial

officer)

 

6962