(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.

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).

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

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).


	March 31, 2017		December 31, 2016		June 30,			December 31,
					2017			2016
(Dollar amounts in millions, except per share data)

Assets:

Investments:
Fixed maturities, amortized cost of $38,743 and $38,947	$	41,456	$	41,494
Equity securities, cost of $578 and $571		587		549
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		3,258		3,220		3,254			3,220
Other invested assets, primarily mortgage loans		708		683		748			683
Short term investments		5,013		4,765		4,932			4,765

Total investments		51,022		50,711		51,606			50,711
Cash		412		327		357			327
Receivables		7,783		7,644		7,977			7,644
Property, plant and equipment		15,160		15,230		15,447			15,230
Goodwill		346		346		647			346
Other assets		1,765		1,736		2,420			1,736
Deferred acquisition costs of insurance subsidiaries		626		600		647			600

Total assets	$	77,114	$	76,594	$	79,101		$	76,594


Liabilities and Equity:

Insurance reserves:
Claim and claim adjustment expense	$	22,260	$	22,343	$	22,179		$	22,343
Future policy benefits		10,491		10,326		10,824			10,326
Unearned premiums		3,912		3,762		4,107			3,762

Total insurance reserves		36,663		36,431		37,110			36,431
Payable to brokers		302		150		478			150
Short term debt		156		110		192			110
Long term debt		10,534		10,668		11,094			10,668
Deferred income taxes		785		636		852			636
Other liabilities		4,940		5,238		5,269			5,238

Total liabilities		53,380		53,233		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 – 336,699,587 and 336,621,358 shares		3		3
Issued – 336,724,742 and 336,621,358 shares						3			3
Additionalpaid-in capital		3,168		3,187		3,178			3,187
Retained earnings		15,466		15,196		15,677			15,196
Accumulated other comprehensive loss		(149)		(223)		(36	)		(223	)
						18,822			18,163
Less treasury stock, at cost (123,500 shares)						(6	)
Total shareholders’ equity		18,488		18,163		18,816			18,163
Noncontrolling interests		5,246		5,198		5,290			5,198

Total equity		23,734		23,361		24,106			23,361

Total liabilities and equity	$	77,114	$	76,594	$	79,101		$	76,594


Three Months Ended March 31	2017			2016
							Three Months Ended						Six Months Ended
							June 30,						June 30,
							2017			2016			2017			2016
(In millions, except per share data)

Revenues:
Insurance premiums	$	1,645		$	1,699		$	1,734		$	1,730		$	3,379		$	3,429
Net investment income		604			422			478			587			1,082			1,009
Investment gains (losses):
Other-than-temporary impairment losses		(2	)		(23	)		(2	)		(15	)		(4	)		(38	)
Other net investment gains (losses)		36			(5	)

Other net investment gains								45			16			81			11
Total investment gains (losses)		34			(28	)		43			1			77			(27	)
Contract drilling revenues		364			444			392			357			756			801
Other revenues		653			636			712			632			1,365			1,268

Total		3,300			3,173			3,359			3,307			6,659			6,480


Expenses:
Insurance claims and policyholders’ benefits		1,293			1,408			1,280			1,339			2,573			2,747
Amortization of deferred acquisition costs		305			307			312			305			617			612
Contract drilling expenses		204			213			196			198			400			411
Other operating expenses		846			907
Other operating expenses (Note 5)								1,085			1,611			1,931			2,518
Interest		142			143			139			130			281			273

Total		2,790			2,978			3,012			3,583			5,802			6,561

Income before income tax		510			195
Income tax (expense) benefit		(119	)		4

Net income		391			199
Income (loss) before income tax								347			(276	)		857			(81	)
Income tax expense								(69	)		(12	)		(188	)		(8	)
Net income (loss)								278			(288	)		669			(89	)
Amounts attributable to noncontrolling interests		(96	)		(97	)		(47	)		223			(143	)		126

Net income attributable to Loews Corporation	$	295		$	102
Net income (loss) attributable to Loews Corporation							$	231		$	(65	)	$	526		$	37


Basic net income per share	$	0.88		$	0.30


Diluted net income per share	$	0.87		$	0.30
Basic and diluted net income (loss) per share							$	0.69		$	(0.19	)	$	1.56		$	0.11


Dividends per share	$	0.0625		$	0.0625		$	0.0625		$	0.0625		$	0.125		$	0.125


Weighted average shares outstanding:
Shares of common stock		336.88			339.10			336.91			338.72			336.90			338.91
Dilutive potential shares of common stock		0.80			0.15			0.81						0.80			0.19

Total weighted average shares outstanding assuming dilution		337.68			339.25			337.72			338.72			337.70			339.10


Three Months Ended March 31	2017		2016
					Three Months Ended						Six Months Ended
					June 30,						June 30,
					2017			2016			2017			2016
(In millions)

Net income	$	391	$	199

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		(4)		5
Net unrealized gains (losses) on investments with other- than-temporary impairments									(1	)		(4	)		4
Net other unrealized gains on investments		67		228		77			321			144			549

Total unrealized gains onavailable-for-sale investments		63		233		77			320			140			553
Unrealized gains on cash flow hedges				1											1
Pension liability		8		8		7			5			15			13
Foreign currency translation		11		14		42			(48	)		53			(34	)


Other comprehensive income		82		256		126			277			208			533


Comprehensive income		473		455
Comprehensive income (loss)						404			(11	)		877			444

Amounts attributable to noncontrolling interests		(104)		(122)		(60	)		191			(164	)		69


Total comprehensive income attributable to Loews Corporation	$	369	$	333	$	344		$	180		$	713		$	513


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

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		199						102						97
Net income (loss)																(89	)							37									(126	)
Other comprehensive income		256								231				25		533											476						57
Dividends paid		(96)						(21)						(75)		(136	)							(42	)								(94	)
Purchases of subsidiary stock from noncontrolling interests		(9)				3								(12)		(9	)				3												(12	)
Purchases of Loews treasury stock		(33)										(33)				(98	)													(98	)
Stock-based compensation		3				2								1		24					23												1
Other		(5)				(12)								7		(4	)				(13	)		(2	)								11
Balance, March 31, 2016	$	23,125	$	3	$	3,177	$	14,812	$	(126)	$	(33)	$	5,292
Balance, June 30, 2016															$	23,031		$	3	$	3,197		$	14,724		$	119		$	(98	)	$	5,086


Balance, January 1, 2017	$	23,361	$	3	$	3,187	$	15,196	$	(223)	$	-	$	5,198	$	23,361		$	3	$	3,187		$	15,196		$	(223	)	$	-		$	5,198
Net income		391						295						96		669								526									143
Other comprehensive income		82								74				8		208											187						21
Dividends paid		(97)						(21)						(76)		(138	)							(42	)								(96	)
Purchases of Loews treasury stock																(6	)													(6	)
Stock-based compensation		-				(19)								19		14					(9	)											23
Other		(3)						(4)						1		(2	)							(3	)								1
Balance, March 31, 2017	$	23,734	$	3	$	3,168	$	15,466	$	(149)	$	-	$	5,246
Balance, June 30, 2017															$	24,106		$	3	$	3,178		$	15,677		$	(36	)	$	(6	)	$	5,290


Three Months Ended March 31	2017			2016

Six Months Ended June 30						2017			2016
(In millions)

Operating Activities:

Net income	$	391		$	199
Adjustments to reconcile net income to net cash provided (used) by operating activities, net		318			585
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		51			(275)		(223	)		(429	)
Deferred acquisition costs		(24	)		(23)		(41	)		(25	)
Insurance reserves		135			511		262			666
Other assets		(40	)		(20)		(108	)		(87	)
Other liabilities		(265	)		(287)		(79	)		(106	)
Trading securities		(567	)		(541)		137			(548	)

Net cash flow operating activities		(1	)		149		1,231			771


Investing Activities:

Purchases of fixed maturities		(2,097	)		(2,238)		(4,840	)		(4,874	)
Proceeds from sales of fixed maturities		1,359			1,722		3,142			3,070
Proceeds from maturities of fixed maturities		823			490		1,770			1,247
Purchases of limited partnership investments		(18	)		(170)		(47	)		(280	)
Proceeds from sales of limited partnership investments		62			89		119			124
Purchases of property, plant and equipment		(211	)		(292)		(476	)		(895	)
Acquisitions							(1,222	)		(79	)
Dispositions		2			220		69			274
Change in short term investments		366			16		(29	)		148
Other, net		(13	)		6		(40	)		148

Net cash flow investing activities		273			(157)		(1,554	)		(1,117	)


Financing Activities:

Dividends paid		(21	)		(21)		(42	)		(42	)
Dividends paid to noncontrolling interests		(76	)		(75)		(96	)		(94	)
Purchases of subsidiary stock from noncontrolling interests					(8)					(8	)
Purchases of Loews treasury stock					(33)		(6	)		(86	)
Principal payments on debt		(776	)		(1,809)		(908	)		(2,352	)
Issuance of debt		685			1,824		1,401			2,843
Other, net					(1)		(1	)		(1	)

Net cash flow financing activities		(188	)		(123)		348			260


Effect of foreign exchange rate on cash		1			(1)		5			(6	)


Net change in cash		85			(132)		30			(92	)
Cash, beginning of period		327			440		327			440

Cash, end of period	$	412		$	308	$	357		$	348

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 (Boardwalk Pipeline Partners, LP (“Boardwalk Pipeline”), a 51% owned subsidiary); ~~and~~ the operation of a chain of hotels (Loews Hotels Holding Corporation (“Loews Hotels & Co”), a wholly owned subsidiary); and the manufacture of rigid plastic packaging solutions (Consolidated Container Company 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 ~~March 31,~~June 30, 2017 and December 31, 2016, ~~and~~ results of operations and comprehensive income for the three and six months ended June 30, 2017 and 2016 and changes in shareholders’ equity and cash flows for the ~~three~~six months ended ~~March 31,~~June 30, 2017 and 2016. Net income (loss) for the second quarter and first ~~quarter~~half of each of the years is not necessarily indicative of net income (loss) for that entire year. These Consolidated Condensed Financial Statements should be read in conjunction with the Consolidated Financial Statements in the Company’s Annual Report on Form10-K for the year ended December 31, 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. ~~0.7~~0.6 million and ~~6.1~~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 were not included in the diluted weighted average shares outstanding amounts ~~for the three months ended March 31, 2017 and 2016~~ because the effect would have been antidilutive.

Accounting changes –In March of 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”)2016-09, “Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” The updated accounting guidance simplifies the accounting for share-based payment award transactions, including income tax consequences and classification on the statement of cash flows. As of January 1, 2017, the Company adopted the updated accounting guidance and 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 material effect on the consolidated financial statements.

Recently issued ASUs –In 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. The guidance can be adopted either retrospectively or with a cumulative effect adjustment at the date of adoption. The Company expects the updated guidance will not have a material effect on its consolidated 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~~ (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 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. ~~The~~Under 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.

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.

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.


Three Months Ended March 31	2017		2016
					Three Months Ended June 30,						Six Months Ended June 30,
					2017			2016			2017			2016
(In millions)

Fixed maturity securities	$	455	$	446	$	457		$	449		$	912		$	895
Limited partnership investments		116		(40)		23			47			139			7
Short term investments		4		3		4			2			8			5
Equity securities		1		3		2			4			3			7
Income from trading portfolio (a)		34		15
Income (loss) from trading portfolio (a)						(1	)		87			33			102
Other		8		9		8			13			16			22

Total investment income		618		436		493			602			1,111			1,038
Investment expenses		(14)		(14)		(15	)		(15	)		(29	)		(29)

Net investment income	$	604	$	422	$	478		$	587		$	1,082		$	1,009


Three Months Ended March 31	2017		2016
					Three Months Ended June 30,						Six Months Ended June 30,
					2017			2016			2017			2016
(In millions)

Fixed maturity securities	$	32	$	(17)	$	44		$	4		$	76		$	(13)
Equity securities				(5)					3						(2)
Derivative instruments		1		(7)		(3	)		(6	)		(2	)		(13)
Short term investments and other		1		1		2						3			1

Investment gains (losses) (a)	$	34	$	(28)	$	43		$	1		$	77		$	(27)

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


Three Months Ended March 31	2017		2016
					Three Months Ended June 30,				Six Months Ended June 30,
					2017		2016		2017		2016
(In millions)

Fixed maturity securitiesavailable-for-sale:
Corporate and other bonds	$	2	$	16	$	2	$	13	$	4	$	29
Asset-backed:
Residential mortgage-backed								1				1
Other asset-backed				2				1				3

Total asset-backed		-		2		-		2		-		4

Total fixed maturitiesavailable-for-sale		2		18		2		15		4		33
Equity securitiesavailable-for-sale - common stock				5								5

Net OTTI losses recognized in earnings	$	2	$	23	$	2	$	15	$	4	$	38


December 31, 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		$	17,711		$	1,323		$	76		$	18,958		$	(1)	$	17,823	$	1,589	$	29	$	19,383
States, municipalities and political subdivisions			12,060			1,213			33			13,240			(16)		12,461		1,380		15		13,826	$	(13	)
Asset-backed:
Residential mortgage-backed			5,004			120			51			5,073			(28)		4,835		124		38		4,921		(27	)
Commercial mortgage-backed			2,016			48			24			2,040					1,907		59		14		1,952
Other asset-backed			1,022			8			5			1,025					1,050		16		5		1,061
Total asset-backed			8,042			176			80			8,138			(28)		7,792		199		57		7,934		(27	)
U.S. Treasury and obligations of government-sponsored enterprises			83			10						93					113		4		2		115
Foreign government			435			13			3			445					438		12		1		449
Redeemable preferred stock			18			1						19					18		1				19
Fixed maturitiesavailable-for-sale			38,349			2,736			192			40,893			(45)
Fixed maturities, trading			598			3						601
Fixed maturities available-for-sale																	38,645		3,185		104		41,726		(40	)
Fixed maturities trading																	337		3		1		339
Total fixed maturities			38,947			2,739			192			41,494			(45)		38,982		3,188		105		42,065		(40	)
Equity securities:
Common stock			13			6						19					17		5				22
Preferred stock			93			2			4			91					91		6		1		96
Equity securitiesavailable-for-sale			106			8			4			110			-		108		11		1		118		-
Equity securities trading			465			60			86			439					495		79		85		489
Total equity securities			571			68			90			549			-		603		90		86		607		-
Total		$	39,518		$	2,807		$	282		$	42,043		$	(45)	$	39,585	$	3,278	$	191	$	42,672	$	(40	)


December 31, 2016

Fixed maturity securities:
Corporate and other bonds																$	17,711	$	1,323	$	76	$	18,958	$	(1	)
States, municipalities and political subdivisions																	12,060		1,213		33		13,240		(16	)
Asset-backed:
Residential mortgage-backed																	5,004		120		51		5,073		(28	)
Commercial mortgage-backed																	2,016		48		24		2,040
Other asset-backed																	1,022		8		5		1,025
Total asset-backed																	8,042		176		80		8,138		(28	)
U.S. Treasury and obligations of government-sponsored enterprises																	83		10				93
Foreign government																	435		13		3		445
Redeemable preferred stock																	18		1				19
Fixed maturitiesavailable-for-sale																	38,349		2,736		192		40,893		(45	)
Fixed maturities trading																	598		3				601
Total fixed maturities																	38,947		2,739		192		41,494		(45	)
Equity securities:
Common stock																	13		6				19
Preferred stock																	93		2		4		91
Equity securitiesavailable-for-sale																	106		8		4		110		-
Equity securities trading																	465		60		86		439
Total equity securities																	571		68		90		549		-
Total																$	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 ~~and structured settlements not funded by annuities~~ would result in a premium deficiency if ~~those gains were~~ realized, a related increase in Insurance reserves is recorded, net of tax and noncontrolling interests, as a reduction of net unrealized gains through

Other comprehensive income (“Shadow Adjustments”). As of ~~March 31,~~June 30, 2017 and December 31, 2016, the net unrealized gains on investments included in AOCI were correspondingly reduced by Shadow Adjustments of ~~$949 million~~$1.1 billion and $909 million (after tax and noncontrolling interests).

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

Based on current facts and circumstances, the Company believes the unrealized losses presented in the ~~March 31,~~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 ~~March 31,~~June 30, 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 ~~March 31,~~June 30, 2017 and 2016 for which a portion of an OTTI loss was recognized in Other comprehensive income.


Three Months Ended March 31	2017			2016
							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	$	36		$	53		$	32		$	48		$	36		$	53
Reductions for securities sold during the period		(4	)		(5	)		(2	)		(7	)		(6	)		(12	)

Ending balance of credit losses on fixed maturity securities	$	32		$	48		$	30		$	41		$	30		$	41

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


	March 31, 2017				December 31, 2016				June 30, 2017				December 31, 2016
	Cost or		Estimated		Cost or		Estimated		Cost or		Estimated		Cost or		Estimated
	Amortized		Fair		Amortized		Fair		Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value		Cost		Value		Cost		Value
(In millions)

Due in one year or less	$	1,655	$	1,701	$	1,779	$	1,828	$	1,590	$	1,628	$	1,779	$	1,828
Due after one year through five years		7,539		7,918		7,566		7,955		7,732		8,098		7,566		7,955
Due after five years through ten years		15,645		16,176		15,892		16,332		15,754		16,404		15,892		16,332
Due after ten years		13,410		15,165		13,112		14,778		13,569		15,596		13,112		14,778
Total	$	38,249	$	40,960	$	38,349	$	40,893	$	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.

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.


	March 31, 2017						December 31, 2016

	Contractual/ Notional Amount						Contractual/ Notional Amount							June 30, 2017									December 31, 2016
			Estimated Fair Value						Estimated Fair Value				Contractual/									Contractual/
			Asset		(Liability)				Asset		(Liability)		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		$ 193		$ 14				$ 223		$ 14					221		$	14					$	223		$	14
– written		191				$ (7)		267				$ (8)			231				$	(8	)			267				$	(8	)
Futures – short		237		1				225		1					243									225			1
Commodity futures – long		39						42							37			1						42
Embedded derivative on funds withheld liability		172		2				174		3					171					(1	)			174			3

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:

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 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.

Assets and liabilities measured at fair value on a recurring basis are presented in the following tables:


March 31, 2017	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			$	19,108	$	121	$	19,229				$	19,283	$	100	$	19,383
States, municipalities and political subdivisions				13,448		1		13,449					13,825		1		13,826
Asset-backed:
Residential mortgage-backed				4,617		126		4,743					4,798		123		4,921
Commercial mortgage-backed				1,922		13		1,935					1,939		13		1,952
Other asset-backed				932		117		1,049					979		82		1,061

Total asset-backed				7,471		256		7,727					7,716		218		7,934
U.S. Treasury and obligations of government-sponsored enterprises	$	103						103	$	115							115
Foreign government				432				432					449				449
Redeemable preferred stock		20						20		19							19

Fixed maturitiesavailable-for-sale		123		40,459		378		40,960		134			41,273		319		41,726
Fixed maturities trading				491		5		496					334		5		339

Total fixed maturities	$	123	$	40,950	$	383	$	41,456	$	134		$	41,607	$	324	$	42,065



Equity securitiesavailable-for-sale	$	101			$	19	$	120	$	99				$	19	$	118
Equity securities trading		466				1		467		488					1		489

Total equity securities	$	567	$	-	$	20	$	587	$	587		$	-	$	20	$	607



Short term investments	$	4,099	$	829			$	4,928	$	3,858		$	981			$	4,839
Other invested assets		57		5				62		60			5				65
Receivables		1						1		1							1
Life settlement contracts					$	46		46						$	1		1
Payable to brokers		(25)						(25)		(8	)						(8	)


December 31, 2016	Level 1		Level 2		Level 3		Total		Level 1			Level 2		Level 3		Total

(In millions)

Fixed maturity securities:
Corporate and other bonds			$	18,828	$	130	$	18,958				$	18,828	$	130	$	18,958
States, municipalities and political subdivisions				13,239		1		13,240					13,239		1		13,240
Asset-backed:
Residential mortgage-backed				4,944		129		5,073					4,944		129		5,073
Commercial mortgage-backed				2,027		13		2,040					2,027		13		2,040
Other asset-backed				968		57		1,025					968		57		1,025

Total asset-backed				7,939		199		8,138					7,939		199		8,138
U.S. Treasury and obligations of government-sponsored enterprises	$	93						93	$	93							93
Foreign government				445				445					445				445
Redeemable preferred stock		19						19		19							19

Fixed maturitiesavailable-for-sale		112		40,451		330		40,893		112			40,451		330		40,893
Fixed maturities trading				595		6		601					595		6		601

Total fixed maturities	$	112	$	41,046	$	336	$	41,494	$	112		$	41,046	$	336	$	41,494



Equity securitiesavailable-for-sale	$	91			$	19	$	110	$	91				$	19	$	110
Equity securities trading		438				1		439		438					1		439

Total equity securities	$	529	$	-	$	20	$	549	$	529		$	-	$	20	$	549



Short term investments	$	3,833	$	853			$	4,686	$	3,833		$	853			$	4,686
Other invested assets		55		5				60		55			5				60
Receivables		1						1		1							1
Life settlement contracts					$	58		58						$	58		58
Payable to brokers		(44)						(44)		(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 six months ended ~~March 31,~~June 30, 2017 and 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
2017	January 1		Net Income		OCI		Purchases		Sales		Settlements		Level 3		Level 3		March 31		March 31		April 1		(Loss)		OCI		Purchases		Sales		Settlements		Level 3		Level 3		June 30		June 30

(In millions)

Fixed maturity securities:
Corporate and other bonds	$	130			$	1	$	5	$	(1)	$	(14)					$	121			$	121									$	(11)			$	(10)	$	100
States, municipalities and political subdivisions		1																1				1																1
Asset-backed:
Residential mortgage-backed		129	$	1		2						(6)						126				126	$	1	$	1						(5)						123
Commercial mortgage- backed		13																13				13																13
Other asset-backed		57		(1)				38					$	28	$	(5)		117				117					$	13				(2)	$	24		(70)		82

Total asset-backed		199		-		2		38		-		(6)		28		(5)		256	$	-		256		1		1		13	$	-		(7)		24		(70)		218	$	-

Fixed maturitiesavailable-for-sale		330				3		43		(1)		(20)		28		(5)		378				378		1		1		13				(18)		24		(80)		319
Fixed maturities trading		6		(1)														5				5																5		(1)

Total fixed maturities	$	336	$	(1)	$	3	$	43	$	(1)	$	(20)		28	$	(5)	$	383	$	-	$	383	$	1	$	1	$	13	$	-	$	(18)	$	24	$	(80)	$	324	$	(1)


Equity securitiesavailable-for-sale	$	19			$	1	$	1	$	(2)							$	19			$	19			$	1			$	(1)							$	19
Equity securities trading		1																1				1																1

Total equity securities	$	20	$	-	$	1	$	1	$	(2)	$	-	$	-	$	-	$	20	$	-	$	20	$	-	$	1	$	-	$	(1)	$	-	$	-	$	-	$	20	$	-


Life settlement contracts	$	58	$	6					$	(13)	$	(5)					$	46			$	46							$	(45)							$	1
Derivative financial instruments, net		-		1						(1)								-


																																										Unrealized
																																										Gains
																																										(Losses)
																										Net Realized Gains																Recognized in
																										(Losses) and Net Change																Net Income
																										in Unrealized Gains																(Loss) on Level
																										(Losses)																3 Assets and
																						Unrealized Gains (Losses) Recognized in				Included in										Transfers		Transfers				Liabilities
			Net Realized Gains (Losses) and Net Change in Unrealized Gains (Losses)													Transfers		Transfers				Net Income on Level 3 Assets and Liabilities		Balance,		Net Income		Included in								into		out of		Balance,		Held at
2016	Balance, January 1		Included in Net Income			Included in OCI			Purchases		Sales			Settlements		into Level 3		out of Level 3		Balance, March 31		Held at March 31		April 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	)	$	4		$	53	$	(16	)	$	(3)			$	(12)	$	193			$	193	$	1	$	3	$	94	$	(20)	$	(7)			$	(22)	$	242
States, municipalities and political subdivisions		2																			2				2																2
Asset-backed:
Residential mortgage-backed		134		1											(5)				(2)		128				128		1		(1)		10				(4)						134
Commercial mortgage-backed		22								9									(4)		27
Commercial mortgage- backed																									27										(9)	$	3		(10)		11
Other asset-backed		53														$	2		(5)		50				50				2		35		(25)		(1)				(16)		45

Total asset-backed		209		1			-			9		-			(5)		2		(11)		205	$	-		205		1		1		45		(25)		(14)		3		(26)		190	$	-

Fixed maturitiesavailable-for-sale		379					4			62		(16	)		(8)		2		(23)		400				400		2		4		139		(45)		(21)		3		(48)		434
Fixed maturities trading		85		1						2		(85	)								3				3		4						(1)								6		4

Total fixed maturities	$	464	$	1		$	4		$	64	$	(101	)	$	(8)	$	2	$	(23)	$	403	$	-	$	403	$	6	$	4	$	139	$	(46)	$	(21)	$	3	$	(48)	$	440	$	4


Equity securitiesavailable-for-sale	$	20				$	(1	)												$	19			$	19															$	19
Equity securities trading		1									$	(1	)								-				-	$	1			$	1										2	$	1

Total equity securities	$	21	$	-		$	(1	)	$	-	$	(1	)	$	-	$	-	$	-	$	19	$	-	$	19	$	1	$	-	$	1	$	-	$	-	$	-	$	-	$	21	$	1


Life settlement contracts	$	74	$	4										$	(6)					$	72	$	1	$	72	$	6							$	(11)					$	67	$	(3)
Derivative financial instruments, net		3		(1	)						$	(2	)								-						(2)									$	3				1		(3)


																				Unrealized
																				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
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	$	130				$	1	$	5	$	(1)	$	(25)			$	(10)	$	100
States, municipalities and political subdivisions		1																	1
Asset-backed:
Residential mortgage-backed		129	$	2			3						(11)						123
Commercial mortgage-backed		13																	13
Other asset-backed		57		(1	)				51				(2)	$	52		(75)		82
Total asset-backed		199		1			3		51		-		(13)		52		(75)		218	$	-
Fixed maturitiesavailable-for-sale		330		1			4		56		(1)		(38)		52		(85)		319
Fixed maturities trading		6		(1	)														5		(1)
Total fixed maturities	$	336	$	-		$	4	$	56	$	(1)	$	(38)	$	52	$	(85)	$	324	$	(1)


Equity securitiesavailable-for-sale	$	19				$	2	$	1	$	(3)							$	19
Equity securities trading		1																	1
Total equity securities	$	20	$	-		$	2	$	1	$	(3)	$	-	$	-	$	-	$	20	$	-


Life settlement contracts	$	58	$	6						$	(58)	$	(5)					$	1
Derivative financial instruments, net		-		1							(1)								-


																			Unrealized
																			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	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			$	7	$	147	$	(36)	$	(10)			$	(34)	$	242
States, municipalities and political subdivisions		2																2
Asset-backed:
Residential mortgage-backed		134	$	2		(1)		10				(9)				(2)		134
Commercial mortgage- backed		22						9				(9)	$	3		(14)		11
Other asset-backed		53				2		35		(25)		(1)		2		(21)		45
Total asset-backed		209		2		1		54		(25)		(19)		5		(37)		190	$	-
Fixed maturitiesavailable-for-sale		379		2		8		201		(61)		(29)		5		(71)		434
Fixed maturities trading		85		5				2		(86)								6		4
Total fixed maturities	$	464	$	7	$	8	$	203	$	(147)	$	(29)	$	5	$	(71)	$	440	$	4


Equity securitiesavailable-for-sale	$	20			$	(1)											$	19
Equity securities trading		1	$	1			$	1	$	(1)								2	$	1
Total equity securities	$	21	$	1	$	(1)	$	1	$	(1)	$	-	$	-	$	-	$	21	$	1


Life settlement contracts	$	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:

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 six months ended ~~March 31,~~June 30, 2017 and 2016 there were no transfers between Level 1 and Level 2. The Company’s policy is to recognize transfers between levels at the beginning of quarterly reporting periods.

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.

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.

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.

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.

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 classified consistent with fixed maturity securities discussed above. Short term investments as presented in the tables above differ from the amounts presented in the Consolidated Condensed Balance Sheets because certain short term investments, such as time deposits, are not measured at fair value.

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

CNA accounts for its investment in life settlement contracts using the fair value method. Historically, the fair value of life settlement contracts was 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. ~~A number~~All but $1 million of the contracts have been released from escrow as of ~~March 31,~~June 30, 2017. CNA derecognized ~~these~~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 ~~Sheets~~Sheet and interest income is accreted to the principal balance of the note receivable. The ~~remaining~~ contracts ~~still~~remaining in escrow have not been derecognized, ~~and were~~continue to be measured at the fair value per the ~~PSA.~~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 ~~$46~~$1 million and $58 million as of ~~March 31,~~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 well as principal payments on the note receivable are included in investing activities.

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.

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

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 Amount		Estimated Fair Value							Carrying			Estimated Fair Value
March 31, 2017	Carrying 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		$ 611					$ 616		$ 616		$	646						$	655		$	655

Liabilities:
Short term debt		153			$ 156		3		159			190			$	154			40			194
Long term debt		10,521			10,112		645		10,757			11,075				10,074			1,217			11,291

December 31, 2016


Assets:
Other invested assets, primarily mortgage loans		$ 591					$ 594		$ 594		$	591						$	594		$	594

Liabilities:
Short term debt		107			$ 104		3		107			107			$	104			3			107
Long term debt		10,655			10,150		646		10,796			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 values of mortgage loans, included in Other invested assets, were 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.

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.

In May of 2017, Boardwalk Pipeline sold a processing plant and related assets, for approximately $65 million, including customary adjustments. The sale resulted in a loss of $47 million ($15 million after tax and noncontrolling interests) and is included in Other operating expenses on the Consolidated Condensed Statements of Income.

CNA’s property and casualty insurance claim and claim adjustment expense reserves represent the estimated amounts necessary to resolve all outstanding claims, including incurred but not reported (“IBNR”) claims as of the reporting date. CNA’s reserve 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 claim reserving trends and 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 ~~$34~~$39 million and ~~$36~~$85 million for the three months ended ~~March 31,~~June 30, 2017 and 2016 and $73 million and $121 million for the six months ended June 30, 2017 and 2016. Catastrophe losses in ~~the first quarter of~~ 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.

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.


Three Months Ended March 31	2017			2016
Six Months Ended June 30						2017			2016

(In millions)

Reserves, beginning of year:
Gross	$	22,343		$	22,663	$	22,343		$	22,663
Ceded		4,094			4,087		4,094			4,087

Net reserves, beginning of year		18,249			18,576		18,249			18,576


Net incurred claim and claim adjustment expenses:
Provision for insured events of current year		1,207			1,224		2,443			2,583
Decrease in provision for insured events of prior years		(82	)		(45)		(159	)		(198)
Amortization of discount		48			48		93			93

Total net incurred (a)		1,173			1,227		2,377			2,478


Net payments attributable to:
Current year events		(68	)		(76)		(266	)		(311)
Prior year events		(1,184	)		(1,147)		(2,331	)		(2,185)

Total net payments		(1,252	)		(1,223)		(2,597	)		(2,496)


Foreign currency translation adjustment and other		14			39		70			46


Net reserves, end of period		18,184			18,619		18,099			18,604
Ceded reserves, end of period		4,076			4,399		4,080			4,371

Gross reserves, end of period	$	22,260		$	23,018	$	22,179		$	22,975

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 table and discussion present net prior year development:


Three Months Ended March 31	2017			2016
						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	$	(57	)	$	(52)	$	(55	)	$	(98	)	$	(112	)	$	(150	)
Pretax (favorable) unfavorable premium development		25			(14)		(8	)		(8	)		17			(22	)

Total pretax (favorable) unfavorable net prior year development	$	(32	)	$	(66)	$	(63	)	$	(106	)	$	(95	)	$	(172	)

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 810 for further information on the premium development for the Small Business multi-peril package product and workers’ compensation ~~policies.~~policies for the three and six months ended June 30, 2017.

The following table and discussion present details of the net prior year claim and allocated claim adjustment expense reserve development (“development”):


Three Months Ended March 31	2017			2016
						Three Months Ended						Six Months Ended
						June 30,						June 30,
						2017			2016			2017			2016
(In millions)

Medical professional liability	$	1		$	(7)	$	3		$	(23	)	$	4		$	(30	)
Other professional liability and management liability		(32	)		(9)		(37	)		(41	)		(69	)		(50	)
Commercial auto		(26	)		(15)					(20	)		(26	)		(35	)
General liability					(15)		(1	)		(37	)		(1	)		(52	)
Workers’ compensation					4		(46	)		50			(46	)		54
Other					(10)		26			(27	)		26			(37	)

Total pretax (favorable) unfavorable development	$	(57	)	$	(52)	$	(55	)	$	(98	)	$	(112	)	$	(150	)

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 other 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 marine.

Favorable development in medical professional liability was due to lower than expected severity for individual healthcare professionals and allied facilities for accident years 2014 and prior.

Favorable development in other professional liability and management liability was primarily related to lower than expected frequency of claims in 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 settlements on claims in accident years 2010 through 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.

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 frequencies for the small and middle market businesses in accident years 2009 through 2014.

Favorable development for other coverages was primarily due to 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, partially offset by unfavorable development for higher than expected large loss emergence in accident years 2011 through 2015 for other professional liability.

Favorable development in other professional liability and management liability was primarily due to favorable settlements on closed claims and a lower ~~than expected~~ frequency of large losses ~~related to professional liability in~~for accident years 2011 through ~~2016.~~2016 for professional and management liability, lower than expected claim frequency in accident years 2013 through 2015 for professional liability and lower than expected severity in accident years 2014 through 2016 for professional liability.

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

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

Favorable development for medical professional liability was primarily due to lower than expected severity 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 severity in accident years 2014 and ~~2015.~~2015 in the aging services business.

Favorable development in other professional liability and management liability was primarily related to ~~favorable settlements on~~lower than expected frequency of claims in accident years ~~2011~~2010 through ~~2013.~~2015, 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 in accident years 2014 and 2015 related to ~~a specific financial institutions claim~~an increase in ~~accident year 2014 and continued deterioration on claims in accident year 2009 related to the credit crisis.~~management liability frequency of larger claims.

Favorable development for commercial auto was primarily due to favorable settlements on claims in accident years ~~2011~~2010 through 2014.

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

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. This favorable development was partially offset by unfavorable development which was primarily due to higher than expected severity from a 2015 catastrophe ~~event.~~event for property and other and higher than expected large loss emergence in accident years 2011 through 2015 for other professional liability.

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 (“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.

Subsequent to the effective date of the LPT, CNA recognized adverse 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 retroactive reinsurance accounting. Under retroactive reinsurance accounting, this gain is deferred and only recognized in earnings in proportion to actual paid recoveries under the LPT. Over the life of the contract, there is no economic impact as long as any additional losses incurred are within the limit of the LPT. In a period in which CNA recognizes a change in the estimate of A&EP reserves that increases the amounts ceded under the LPT, the proportion of actual paid recoveries to total ceded losses is impacted and the change in the deferred gain is recognized in earnings as if the revised estimate of ceded losses was available at the effective date of the LPT. The effect of the deferred retroactive reinsurance benefit is recorded in Insurance claims and policyholders’ benefits 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 March 31	2017			2016
						Three Months Ended						Six Months Ended
						June 30,						June 30,
						2017			2016			2017			2016
(In millions)

Net A&EP adverse development before consideration of LPT	$	60		$	200	$	-		$	-		$	60		$	200
Retroactive reinsurance benefit recognized		(40	)		(73)		(3	)		(9	)		(43	)		(82	)

Pretax impact of A&EP reserve development and the LPT	$	20		$	127	$	(3	)	$	(9	)	$	17		$	118

Based upon CNA’s annual A&EP reserve review, net unfavorable prior year development of $60 million and $200 million was recognized before consideration of cessions to the LPT for the ~~three~~six months ended ~~March 31,~~June 30, 2017 and 2016. The 2017 unfavorable development was driven by modestly higher anticipated payouts on claims from known sources of 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. While this unfavorable development was ceded to NICO under the LPT, CNA’s reported earnings in both periods were negatively affected due to the application of retroactive reinsurance accounting.

As of ~~March 31,~~June 30, 2017 and December 31, 2016, the cumulative amounts ceded under the LPT were $2.9 billion and $2.8 billion. The unrecognized deferred retroactive reinsurance benefit was ~~$354~~$351 million and $334 million as of ~~March 31,~~June 30, 2017 and December 31, 2016.

NICO established a collateral trust account as security for its obligations to CNA. The fair value of the collateral trust account was ~~$2.7 billion and~~ $2.8 billion as of ~~March 31,~~June 30, 2017 and December 31, 2016. In addition, Berkshire Hathaway Inc. guaranteed the payment obligations of NICO up to the aggregate reinsurance limit as well as certain of NICO’s performance obligations under the trust agreement. NICO is responsible for claims handling and billing and collection from third-party reinsurers related to CNA’s A&EP claims.

The tables below present the changes in AOCI by component for the three and six months ended ~~March 31,~~June 30, 2016 and 2017:


																					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:

The Company repurchased 0.1 million and 2.6 million shares of Loews common stock at aggregate costs of $6 million and $98 million during the six months ended June 30, 2017 and 2016.

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				Other Postretirement Benefits				Pension Benefits
									Three Months Ended				Six Months Ended
Three Months Ended March 31	2017		2016		2017		2016
									June 30,				June 30,
									2017		2016		2017		2016
(In millions)

Service cost	$	2	$	2					$	2	$	2	$	4	$	4
Interest cost		30		32	$	1	$	1		29		32		59		64
Expected return on plan assets		(43)		(44)		(1)		(1)		(43)		(44)		(86)		(88)
Amortization of unrecognized net loss		11		11						11		12		22		23
Amortization of unrecognized prior service benefit						(1)		(1)
Settlement charge		2		1						1		1		3		2

Net periodic benefit cost	$	2	$	2	$	(1)	$	(1)	$	-	$	3	$	2	$	5


									Other Postretirement Benefits
									Three Months Ended				Six Months Ended
									June 30,				June 30,
									2017		2016		2017		2016
(In millions)

Interest cost													$	1	$	1
Expected return on plan assets									$	(1)	$	(1)		(2)		(2)
Amortization of unrecognized prior service benefit												(1)		(1)		(2)
Net periodic benefit cost									$	(1)	$	(2)	$	(2)	$	(3)

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 (collectively “Defendants”) ~~over~~related 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 the 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. This litigation is in its ~~preliminary~~early stages, and as of yet no class has been certified. CCC and the other defendants are contesting the ~~case and the Company currently is unable~~case. The parties are scheduled to ~~predict the final outcome or the impact on its financial condition, results~~attend a mediation in September of ~~operations or cash flows. As of March 31, 2017,~~2017.

CNA believes the likelihood of loss is reasonably ~~possible, but~~possible; however, given the ~~amount~~status 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.

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.

In the course of selling business entities and assets to third parties, CNA agreed to guarantee the performance of certain obligations of previously owned subsidiaries 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 ~~March 31,~~June 30, 2017, the aggregate amount related to quantifiable guarantees was $434 million and the aggregate amount related to quantifiable indemnification agreements was $254 million. In certain cases, should CNA be required to make payments under any 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 ~~March 31,~~June 30, 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 ~~March 31,~~June 30, 2017, the potential amount of future payments CNA could be required to pay under these guarantees was approximately $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.

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 ~~fourth quarter of 2016 and recorded a charge which reduced earned premium by $16 million in anticipation~~process of voluntarily issuing premium refunds related to affected ~~policies written from December 1, 2015. CNA has notified state regulators and provided them with details regarding these anticipated voluntary premium refunds and other corrective actions related to~~policies. After the ~~multi-peril package product. At that time, CNA also alerted regulators that it was reviewing other business lines to determine whether similar issues exist.~~

~~In the first quarter of 2017, CNA concluded its review and determined that there were also~~ rating errors ~~related to Small Business workers’ compensation policies. Accordingly, CNA recorded a charge which reduced~~were identified, written and earned premium ~~by $42~~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 ~~in anticipation~~and adverse of ~~voluntarily issuing premium refunds related to affected policies written from March 1, 2014. CNA is currently in dialogue with state regulators regarding this matter.~~$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 ~~March 31,~~June 30, 2017 was ~~$36~~$96 million. CNA has reduced pretax income by $1 million and ~~$50 million. In~~$6 million for the ~~first quarter of~~three and six months ended June 30, 2017 ~~CNA also recorded a $5 million liability~~ for interest due to policyholders on the aggregate refund amounts. ~~Any fines or penalties related to the foregoing are reasonably possible, but are not expected to be material to the Company’s financial statements.~~

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 ~~May for~~ the ~~multi-peril product and by the end~~third quarter of ~~September~~2017 for workers’ compensation policies. ~~Accordingly, subsequent~~Any fines or penalties related to the ~~periods discussed in~~foregoing are reasonably possible, but are not expected to be material to the ~~preceding paragraphs, written and earned premium for the subject product and policy lines are reported net of any impact from the premium rate adjustments.~~Company’s financial statements.

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 Statements in the Company’s Annual Report on Form10-K for the year ended December 31, 2016.

The following tables present the reportable segments of the Company and their contribution to the Consolidated Condensed 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.


Three Months Ended March 31, 2017	CNA Financial		Diamond Offshore		Boardwalk Pipeline		Loews Hotels & Co		Corporate		Total

Three Months Ended June 30, 2017													CNA Financial			Diamond Offshore			Boardwalk Pipeline			Loews Hotels & Co			Corporate			Total
(In millions)

Revenues:

Insurance premiums	$	1,645									$	1,645	$	1,734														$	1,734
Net investment income		545							$	59		604		475		$	1								$	2			478
Investment gains		34										34		43															43
Contract drilling revenues			$	364								364					392												392
Other revenues		105		13	$	368	$	167				653		114			6		$	318		$	181			93			712

Total		2,329		377		368		167		59		3,300		2,366			399			318			181			95			3,359


Expenses:

Insurance claims and policyholders’ benefits		1,293										1,293		1,280															1,280
Amortization of deferred acquisition costs		305										305		312															312
Contract drilling expenses				204								204					196												196
Other operating expenses		343		120		204		141		38		846		364			185			251			155			130			1,085
Interest		43		28		46		7		18		142		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

Total		1,984		352		250		148		56		2,790

Income before income tax		345		25		118		19		3		510
Income tax expense		(84)		(2)		(23)		(9)		(1)		(119)

Net income		261		23		95		10		2		391
Amounts attributable to noncontrolling interests		(27)		(11)		(58)						(96)

Net income attributable to Loews Corporation	$	234	$	12	$	37	$	10	$	2	$	295


Three Months Ended March 31, 2016	CNA Financial		Diamond Offshore		Boardwalk Pipeline		Loews Hotels & Co		Corporate		Total

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

Revenues:

Insurance premiums	$	1,699									$	1,699	$	1,730														$	1,730
Net investment income (loss)		435							$	(13)		422
Investment losses		(28)										(28)
Net investment income														502											$	85			587
Investment gains (losses)														13		$	(12	)											1
Contract drilling revenues			$	444								444					357												357
Other revenues		97		27	$	347	$	163		2		636		103			33		$	308		$	189			(1	)		632

Total		2,203		471		347		163		(11)		3,173		2,348			378			308			189			84			3,307


Expenses:

Insurance claims and policyholders’ benefits		1,408										1,408		1,339															1,339
Amortization of deferred acquisition costs		307										307		305															305
Contract drilling expenses				213								213					198												198
Other operating expenses		380		149		205		148		25		907		376			825			198			180			32			1,611
Interest		50		26		43		6		18		143		38			24			45			5			18			130

Total		2,145		388		248		154		43		2,978		2,058			1,047			243			185			50			3,583

Income (loss) before income tax		58		83		99		9		(54)		195		290			(669	)		65			4			34			(276	)
Income tax (expense) benefit		9		1		(19)		(6)		19		4		(80	)		99			(16	)		(3	)		(12	)		(12	)	��

Net income (loss)		67		84		80		3		(35)		199		210			(570	)		49			1			22			(288	)
Amounts attributable to noncontrolling interests		(7)		(41)		(49)						(97)		(21	)		276			(32	)								223

Net income (loss) attributable to Loews Corporation	$	60	$	43	$	31	$	3	$	(35)	$	102	$	189		$	(294	)	$	17		$	1		$	22		$	(65	)

~~10. Subsequent Event~~


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

On April 11, 2017, the Company entered into a merger agreement to acquire Consolidated Container Company for approximately $1.2 billion, subject to customary purchase price adjustments. The acquisition is expected to close in the second quarter of 2017, subject to customary closing conditions, and will be funded with approximately 50% available cash and 50% debt that will remain at the subsidiary level. Consolidated Container Company, headquartered in Atlanta, Georgia, is a rigid plastic packaging manufacturer and provides packaging solutions to end markets such as beverage, food and household chemicals through a network of manufacturing locations across North America.

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

Management’s discussion and analysis of financial condition and results of operations (“MD&A”) should be read in conjunction with our Consolidated Condensed Financial Statements included under Item 1 of this Report, Risk Factors included under Part II, Item 1A of this Report, and the Consolidated Financial Statements, Risk Factors, and MD&A included in our Annual Report on Form10-K for the year ended December 31, 2016. This MD&A is comprised of the following sections:

We are a holding company and have five reportable segments comprised of our four 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 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.

The following table summarizes net income (loss) attributable to Loews Corporation by segment and net income (loss) per share attributable to Loews Corporation for the three and six months ended ~~March 31,~~June 30, 2017 and 2016:


Three Months Ended March 31	2017		2016
					Three Months Ended						Six Months Ended
(In millions)
					June 30,						June 30,
					2017			2016			2017			2016
(In millions, except per share data)

CNA Financial	$	234	$	60	$	244		$	189		$	478		$	249
Diamond Offshore		12		43		7			(294	)		19			(251)
Boardwalk Pipeline		37		31		6			17			43			48
Loews Hotels & Co		10		3		10			1			20			4
Corporate		2		(35)		(36	)		22			(34	)		(13)

Net income attributable to Loews Corporation	$	295	$	102
Net income (loss) attributable to Loews Corporation					$	231		$	(65	)	$	526		$	37


Basic net income per common share	$	0.88	$	0.30
Basic and diluted net income (loss) per share					$	0.69		$	(0.19	)	$	1.56		$	0.11


Diluted net income per common share	$	0.87	$	0.30

Net income attributable to Loews Corporation for the three months ended ~~March 31,~~June 30, 2017 was ~~$295~~$231 million, or ~~$0.87~~$0.69 per share, compared to ~~$102~~a net loss of $65 million, or ~~$0.30~~$0.19 per share in the 2016 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 2016 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 2016 periods.

Excluding the impairment charges at Diamond Offshore, net income attributable to Loews Corporation increased ~~$193~~$52 million and $245 million for the three and six months ended ~~March 31,~~June 30, 2017 as compared with the 2016 ~~period~~periods due to higher earnings at CNA, ~~Boardwalk Pipeline~~Diamond Offshore and Loews Hotels & ~~Co, as well as higher income generated by the parent company investment portfolio.~~Co. These increases were partially offset by lower earnings at ~~Diamond Offshore.~~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.

On ~~April 11,~~May 22, 2017, we ~~entered into a merger agreement to acquire Consolidated Container Company~~completed the previously announced acquisition of CCC Acquisition Holdings, Inc. for ~~approximately~~ $1.2 billion, subject to ~~customary purchase price~~closing adjustments. CCC Acquisition Holdings, Inc., through its wholly owned subsidiary, Consolidated Container Company ~~headquartered in Atlanta, Georgia,~~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. ~~Consolidated Container Company will be part of a newly-created segment called Loews Packaging Group.~~

The following table summarizes the results of operations for CNA for the three and six months ended ~~March 31,~~June 30, 2017 and 2016 as presented in Note 911 of the Notes to Consolidated Condensed Financial Statements included under 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 March 31	2017		2016
					Three Months Ended						Six Months Ended
					June 30,						June 30,
					2017			2016			2017			2016
(In millions)

Revenues:
Insurance premiums	$	1,645	$	1,699	$	1,734		$	1,730		$	3,379		$	3,429
Net investment income		545		435		475			502			1,020			937
Investment gains (losses)		34		(28)		43			13			77			(15	)
Other revenues		105		97		114			103			219			200

Total		2,329		2,203		2,366			2,348			4,695			4,551

Expenses:
Insurance claims and policyholders’ benefits		1,293		1,408		1,280			1,339			2,573			2,747
Amortization of deferred acquisition costs		305		307		312			305			617			612
Other operating expenses		343		380		364			376			707			756
Interest		43		50		40			38			83			88

Total		1,984		2,145		1,996			2,058			3,980			4,203

Income before income tax		345		58		370			290			715			348
Income tax (expense) benefit		(84)		9

Income tax expense						(98	)		(80	)		(182	)		(71	)
Net income		261		67		272			210			533			277
Amounts attributable to noncontrolling interests		(27)		(7)		(28	)		(21	)		(55	)		(28	)

Net income attributable to Loews Corporation	$	234	$	60	$	244		$	189		$	478		$	249

Net income increased ~~$174~~$55 million for the three months ended ~~March 31,~~June 30, 2017 as compared with the 2016 period, primarily due to ~~a $110 million increase~~improved current accident year underwriting results and higher net realized investment results, driven by higher net realized investment gains on sales of securities and lower other-than-temporary impairment (“OTTI”) losses recognized in earnings. These increases were partially offset by lower net investment income driven primarily by ~~improved~~ limited partnership ~~returns, and lower adverse~~investments. Favorable net prior year ~~reserve~~ development of $63 million and $106 million was recorded in the three months ended ~~March 31,~~June 30, 2017 ~~under the 2010 asbestos~~ and ~~environmental pollution (“A&EP”) loss portfolio transfer as compared with the 2016 period, as further discussed~~2016. Further information on net prior year development is included in Note 46 of the Notes to Consolidated Condensed Financial Statements included under Item 1.

Net income increased $229 million for the six months ended June 30, 2017 as compared with the 2016 period 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 in the six months ended June 30, 2017 under the 2010 A&EP loss portfolio transfer as compared with the 2016 period. Earnings also benefited from improved net realized investment results driven by higher net realized investment gains on sales of securities and lower ~~underwriting expenses, partially offset by unfavorable premium development.~~OTTI losses recognized in earnings. Favorable net prior year development of $95 million and $172 million was recorded in the six months ended June 30, 2017 and 2016.

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 that is inrun-off, certain corporate expenses, including interest on CNA’s corporate debt, and certain 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 wide variety of customers, including small, medium and large businesses, insurance companies, associations, professionals and other groups. We believe the presentation of CNA as one reportable segment is appropriate in accordance with applicable accounting standards on segment reporting. However, for purposes of this discussion and analysis of the results of operations, we provide greater detail with

respect to CNA’s core andnon-core operations to enhance the reader’s understanding and to provide further transparency into key drivers of CNA’s financial results.

In assessing CNA’s insurance operations, the Company utilizes the net operating income (loss) financial 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 and management believes this measure is useful to investors as management uses this measure to assess financial performance.

In evaluating the results of the property and casualty operations, CNA utilizes the loss ratio, the expense ratio, the dividend ratio and the combined ratio. These ratios are calculated using GAAP financial results. The loss ratio is the percentage of net incurred claim and claim adjustment expenses to net earned premiums. The expense ratio is the percentage of insurance underwriting and acquisition expenses, including the amortization of deferred acquisition costs, to net earned premiums. The dividend ratio is the ratio of policyholders’ dividends incurred to net earned premiums. The combined ratio is the sum of the loss, expense and dividend ratios. In addition, CNA also utilizes renewal premium change, rate, retention and new business 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 operations for the three and six months ended ~~March 31,~~June 30, 2017 and 2016:


Three Months Ended March 31, 2017		Specialty			Commerc	ial		Internation	al		Total

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

Net written premiums	$	679		$	715		$	238		$	1,632	$	716		$	767		$	219		$	1,702
Net earned premiums		664			651			197			1,512		689			705			206			1,600
Net investment income		153			178			12			343		120			143			13			276
Net operating income		138			84			18			240		121			104			9			234
Net realized investment gains		4			7			4			15		9			11			5			25
Net income		142			91			22			255		130			115			14			259

Other performance metrics:
Loss and loss adjustment expense ratio		58.2	%		67.0	%		58.3	%		62.0%		57.7	%		60.0	%		62.8	%		59.4	%
Expense ratio		31.9			37.4			36.8			34.9		32.0			34.5			37.3			33.8
Dividend ratio		0.1			0.5						0.3		0.2			0.6						0.3

Combined ratio		90.2	%		104.9	%		95.1	%		97.2%		89.9	%		95.1	%		100.1	%		93.5	%


Rate		1%			0%			0%			0%		1%			0%			0%			0%
Renewal premium change													1			2			4			2
Retention		88			83			76			83		88			82			78			84
New business	$	57		$	139		$	65		$	261	$	66		$	153		$	73		$	292

Three Months Ended March 31, 2016


Net written premiums	$	684		$	748		$	236		$	1,668
Net earned premiums		682			688			198			1,568
Net investment income		107			126			12			245
Net operating income		114			66			5			185
Net realized investment gains (losses)		(7	)		(10	)		3			(14)
Net income		107			56			8			171

Other performance metrics:
Loss and loss adjustment expense ratio		57.1	%		64.2	%		61.2	%		60.7%
Expense ratio		32.1			37.3			37.8			35.2
Dividend ratio		0.2			0.4						0.2

Combined ratio		89.4	%		101.9	%		99.0	%		96.1%


Rate		1%			0%			0%			0%
Retention		88			84			81			84
New business	$	65		$	137		$	60		$	262


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

Total net written premiums ~~decreased $36~~increased $77 million for the three months ended ~~March 31,~~June 30, 2017 as compared with the 2016 period. Net written premiums for Specialty, Commercial ~~decreased $33~~and International increased $25 million, $27 million and $25 million for the three months ended ~~March 31,~~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 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 positive renewal premium change. The change in net earned premiums was consistent with the trend in net written premiums in recent quarters.

Total net operating income increased $28 million for the three months ended June 30, 2017 as compared with the 2016 period. The increase in net operating income was primarily due to improved underwriting results and the favorable period over period effect of foreign currency exchange gains and losses partially offset by lower net investment income. Catastrophe losses were $21 million (after tax and noncontrolling interests) for the three months ended June 30, 2017 compared to $52 million (after tax and noncontrolling interests) in the 2016 period.

Favorable net prior year development of $63 million and $106 million was recorded for the three months ended June 30, 2017 and 2016. For the three months ended June 30, 2017 and 2016, Specialty recorded favorable net prior year development of $28 million and $72 million, Commercial recorded favorable net prior year development of $33 million and $20 million and International recorded favorable net prior year development of $2 million and $14 million. Further information on net prior year development is included in Note 6 of the Notes to Consolidated Condensed Financial Statements included under Item 1.

Specialty’s combined ratio increased 4.5 points for the three months ended June 30, 2017 as compared with the 2016 period. The loss ratio increased 3.8 points driven by lower favorable net prior year loss reserve development partially offset by an improved current accident year loss ratio. Specialty’s expense ratio increased 0.7 points for the three months ended June 30, 2017 as compared with the 2016 period.

Commercial’s combined ratio improved 8.4 points for the three months ended June 30, 2017 as compared with the 2016 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 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 loss 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 net earned premiums.

Total net written premiums increased $41 million for 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 810 to the Consolidated Condensed Financial Statements under Item 1. This was ~~partially~~mostly offset by higher new business within Middle ~~Markets. Net written premiums for Specialty decreased $5 million for the three months ended March 31, 2017 as compared with the 2016 period, driven by lower new business.~~Markets, positive renewal premium change and higher retention. The ~~trend~~change in net earned premiums was consistent with the trend in net written premiums in ~~Specialty. Excluding the~~

effect of foreign currency exchange rates and premium development, net written premiums increased 1.1% and net earned premiums were flat for the three months ended March 31, 2017 as compared with the 2016 period in International.recent quarters.

Total net operating income increased ~~$55~~$83 million for the ~~three~~six months ended ~~March 31,~~June 30, 2017 as compared with the 2016 period. The increase in net operating income was primarily due to higher net investment income, ~~lower~~improved underwriting ~~expenses, higher~~results despite less favorable net prior year loss reserve ~~development and~~development. In addition, results reflect the favorable period over period effect of foreign currency exchange gains and ~~losses, partially offset by unfavorable premium development driven by the Small Business premium rate adjustment.~~losses. Catastrophe losses were ~~$21~~$43 million (after tax and noncontrolling interests) for the ~~three~~six months ended ~~March 31,~~June 30, 2017 as compared to catastrophe losses of $73 million (after tax and ~~2016.~~noncontrolling interests) for the 2016 period.

Favorable net prior year development of ~~$32~~$95 million and ~~$66~~$172 million was recorded for the ~~three~~six months ended ~~March 31,~~June 30, 2017 and 2016. For the ~~three~~six months ended ~~March 31,~~June 30, 2017 and 2016, Specialty recorded favorable net prior year development of ~~$36~~$64 million and ~~$45~~$117 million, Commercial recorded favorable net prior year loss reserve development of ~~$24~~$58 million and unfavorable premium development of ~~$37~~$38 million as compared with favorable net prior year loss reserve development of ~~$14~~$32 million and favorable premium development of $2$4 million and International recorded favorable net prior year development of $9$11 million and $5$19 million. Further information on net prior year development is included in Note 46 of the Notes to Consolidated Condensed Financial Statements included under Item 1.

Specialty’s combined ratio increased ~~0.8~~2.7 points for the ~~three~~six months ended ~~March 31,~~June 30, 2017 as compared with the 2016 period. The loss ratio increased ~~1.1~~2.4 points driven by lower favorable net ~~favorable~~ prior year ~~development.~~loss reserve development partially offset by an improved current accident year loss ratio. Specialty’s expense ratio ~~improved 0.2~~increased 0.4 points for the ~~three~~six months ended ~~March 31,~~June 30, 2017 as compared with the 2016 period.

Commercial’s combined ratio ~~increased 3.0~~improved 2.9 points for the ~~three~~six months ended ~~March 31,~~June 30, 2017 as compared with the 2016 period ~~due to the unfavorable premium development.~~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 ~~3.6~~6.6 points, driven by a ~~1.4~~4.7 point decrease in the loss ratio primarily due to ~~higher favorable net prior~~improved current accident year loss ~~reserve development~~ratio and a ~~2.3~~2.0 point decrease in the expense ratio primarily due to lower employee costs.

International’s combined ratio improved ~~3.9~~11.1 points for the ~~three~~six months ended ~~March 31,~~June 30, 2017 as compared with the 2016 period. The loss ratio improved ~~2.9~~9.9 points due to an improved current accident year loss ratio driven by a lower level of large ~~losses~~ and ~~higher favorable premium development.~~catastrophe losses. International’s expense ratio improved ~~1.0 point~~1.2 points primarily due to ~~foreign currency fluctuations.~~higher net earned premiums.

The following table summarizes the results of CNA’snon-core operations for the three and six months ended ~~March 31,~~June 30, 2017 and 2016:


Three Months Ended March 31	2017		2016
					Three Months Ended June 30,						Six Months Ended June 30,

					2017			2016			2017			2016

(In millions)

Net earned premiums	$	133	$	131	$	135		$	136		$	268		$	267
Net investment income		202		190		199			192			401			382
Net operating loss		(26)		(108)		(16	)		(23	)		(42	)		(131)
Net realized investment gains (losses)		5		(3)		1		��	(3	)		6			(6)
Net loss		(21)		(111)		(15	)		(26	)		(36	)		(137)

The net loss was ~~$21~~$15 million for the three months ended ~~March 31,~~June 30, 2017, an improvement of ~~$90~~$11 million as compared with the 2016 period. This improvement was primarily driven by improved long term care morbidity.

The net loss was $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 2017 for A&EP under the loss portfolio transfer. During the ~~three~~six months ended ~~March 31,~~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 46 of the Notes to Consolidated Condensed Financial Statements included under Item 1. In addition, the net loss benefited from ~~higher net investment income and~~ favorable morbidity partially offset by unfavorable persistency in the long term care business.

Overall fundamentals in the offshore oil and gas industry have not yet improved from those described in 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 now been extended until the end of the first quarter of 2018, initially buoyed oil prices from previous lows in 2016; however, the favorable price impact of the 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 offshore exploration and development has continued to decline, with 2017 capital spending estimated by some industry analysts to decrease up to 20% from 2016 levels. If these market ~~expectations~~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 may continue to be a shift in capital spending towards land-based activity. However, customer inquiries ~~for rig availability~~ and new tenders have ~~recently~~ increased ~~although from a low base line over the past few years. Recent tendering activity is primarily~~in 2017, compared to 2016, for ~~projects commencing~~offshore rig availability in ~~2019~~2018 and ~~later. Despite~~beyond.

Competition among offshore drillers remains intense as rig supply exceeds demand, despite the cold stacking and retirement of numerous rigs during ~~2016, the floater market remains oversupplied. Based~~2016. Additionally, based on industry data as of the date of this Report, there are in excess of 30 floater rigs currently on order, with scheduled deliveries from 2017 through 2021. The majority of these rigs are not currently contracted for future ~~work.~~

~~Dayrate competition among offshore drillers remains intense as rig supply exceeds demand. Industry~~work, which further increases competition. Some industry analysts have predicted that demand for drilling rigs in the offshore ~~contract drilling~~ market ~~may remain depressed with further declines in~~will slowly improve, but utilization growth will not be significant enough to impact dayrates ~~and utilization throughout 2017, but that the market could begin to see stabilization in these metrics in late 2017 or early 2018.~~for some time.

Diamond Offshore’s contract drilling backlog was ~~$3.2~~$2.9 billion and $3.6 billion as of ~~April~~July 1, 2017 (based on contract information known at that time) and January 1, 2017 (the date reported in our Annual Report on Form10-K for the year ended December 31, 2016). The contract drilling backlog by year as of ~~April~~July 1, 2017 is ~~$1.1~~$0.7 billion in 2017 (for the ~~nine-month~~six-month period beginning ~~April~~July 1, 2017), $1.1 billion in 2018, ~~$0.8~~$0.9 billion in 2019 and $0.2 billion in 2020.

Contract drilling backlog includes ~~$113~~$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, ~~and~~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 to 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 stated above due to various factors affecting utilization such as weather conditions and unscheduled repairs and maintenance. Contract drilling backlog excludes revenues for mobilization, demobilization, contract preparation and customer reimbursables. Changes in Diamond Offshore’s contract drilling backlog between periods are generally a function of the performance of work on term contracts, as well as the extension or modification of existing term contracts and the execution of additional contracts. In addition, under certain circumstances, Diamond Offshore’s customers may seek to terminate or renegotiate its contracts, which could adversely affect its reported backlog.

The following table summarizes the results of operations for Diamond Offshore for the three and six months ended ~~March 31,~~June 30, 2017 and 2016 as presented in Note 911 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report:


Three Months Ended March 31	2017		2016
					Three Months Ended June 30,						Six Months Ended June 30,

					2017			2016			2017			2016

(In millions)

Revenues:
Contract drilling revenues	$	364	$	444	$	392		$	357		$	756		$	801
Net investment income						1						1
Investment losses									(12	)					(12)
Other revenues		13		27		6			33			19			60

Total		377		471		399			378			776			849

Expenses:
Contract drilling expenses		204		213		196			198			400			411
Other operating expenses		120		149
Impairment of assets						72			680			72			680
Other expenses						113			145			233			294
Interest		28		26		27			24			55			50

Total		352		388		408			1,047			760			1,435

Income before income tax		25		83
Income tax (expense) benefit		(2)		1
Income (loss) before income tax						(9	)		(669	)		16			(586)
Income tax benefit						23			99			21			100
Amounts attributable to noncontrolling interests		(11)		(41)		(7	)		276			(18	)		235

Net income attributable to Loews Corporation	$	12	$	43
Net income (loss) attributable to Loews Corporation					$	7		$	(294	)	$	19		$	(251)

Contract drilling revenue ~~decreased $80~~increased $35 million for the three months ended ~~March 31,~~June 30, 2017 as compared with the 2016 period, ~~reflecting~~primarily related to incremental revenue earning days for the ~~continued weakness~~Ocean GreatWhite, which began its first contract in the ~~offshore contract drilling market. The decrease~~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 ~~revenues was~~revenue primarily ~~due~~related to ~~currently cold-stacked rigs that had operated during the 2016 period; depressed revenues from~~ theOcean Monarch, which was in the shipyard for a survey and contract ~~modifications;~~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.

Contract drilling expense decreased $2 million for the three months ended June 30, 2017 as compared with the 2016 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 the drillships and theOcean 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 $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, as discussed in Note 5 of the Consolidated Condensed Financial Statements included under Item 1. In addition, results in 2017 benefited from the favorable impact of higher utilization of the fleet, as discussed above, and lower depreciation, primarily due to a lower depreciable asset base in the second quarter of 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 $12 million ($4 million after tax and noncontrolling interests) 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.

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~~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 ~~and less revenues~~in March of 2016 prior to the rig being sold, decreased revenue from theOcean Scepter, a~~jack-up~~ ~~rig,~~ which ~~completed~~had been idle since completion of its contract in Mexico ~~in the second quarter of~~during May 2016, ~~and~~ commenced operations offshore Mexico in February of 2017 under a new ~~contract.~~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 ~~during~~through the first ~~quarter~~six months of 2017 under a contract that commenced in the second quarter of ~~2016.~~2016 and reduced downtime for repairs.

Contract drilling expense decreased $9$11 million for the ~~three~~six months ended ~~March 31,~~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.

~~Net income decreased $31~~ Interest expense increased $5 million for the ~~three~~six months ended ~~March 31,~~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 ~~decrease~~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 ~~contract drilling revenue offset by~~ the ~~favorable impact of lower contract drilling expense,~~2017 period as ~~discussed above,~~compared with $267 million (after taxes and noncontrolling interests) in the 2016 period and lower depreciation, primarily 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 $12 million ($4 million after tax and noncontrolling interests) loss on an investment in privately-held corporate bonds sold in the 2016 period. These favorable variances were partially offset by the absence of $40 million in demobilization revenue and $15 million in net reimbursable revenue related to the completion of theOcean Endeavor’s demobilization from the Black Sea in the 2016 period.

Each year a portion of Boardwalk Pipeline’s firm transportation agreements expire and need to be renewed or replaced as reported in the Results of Operations – Boardwalk Pipeline section of our MD&A included under Item 7 of our Annual Report on Form10-K for the year ended December 31, 2016.

Partially as a result of the 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 Texas, 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 ~~March 31,~~June 30, 2017, Boardwalk Pipeline has invested ~~$316~~$425 million of capital in these projects. These new projects have lengthy planning and construction periods. As a result, these projects will not contribute to Boardwalk Pipeline’s earnings and cash flows until they are placed into service over the next several years.

The following table summarizes the results of operations for Boardwalk Pipeline for the three and six months ended ~~March 31,~~June 30, 2017 and 2016 as presented in Note 911 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report:


Three Months Ended March 31	2017			2016
							Three Months Ended June 30,						Six Months Ended June 30,

							2017			2016			2017			2016

(In millions)

Revenues:
Other revenue, primarily operating	$	368		$	347		$	318		$	308		$	686		$	655

Total		368			347			318			308			686			655

Expenses:
Operating		204			205			251			198			455			403
Interest		46			43			44			45			90			88

Total		250			248			295			243			545			491

Income before income tax		118			99			23			65			141			164
Income tax expense		(23	)		(19	)		(5	)		(16	)		(28	)		(35	)
Amounts attributable to noncontrolling interests		(58	)		(49	)		(12	)		(32	)		(70	)		(81	)

Net income attributable to Loews Corporation	$	37		$	31		$	6		$	17		$	43		$	48

Total revenues increased ~~$21~~$10 million for the three months ended ~~March 31,~~June 30, 2017 as compared with the 2016 period. Excluding the $13 million of 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 $21 million. The increase was driven by an increase in transportation revenues of ~~$16~~$20 million, which resulted from growth projects recently placed into service, partially offset by ~~lower interruptible transportation services~~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 ~~warmer weather.~~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.

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. Storage and parking and lending revenues were higher by $4 million primarily from the effects of favorable market conditions on time period price spreads.

Operating expenses ~~decreased $1~~increased $52 million for the ~~three~~six months ended ~~March 31,~~June 30, 2017 as compared with the 2016 period. ~~The~~Excluding items offset in operating ~~expense decrease was primarily due to~~revenues and the ~~timing~~$47 million loss on the sale of ~~maintenance activities, partially offset by higher property taxes~~a processing plant, operating costs and ~~depreciation expense due to an~~expenses increased ~~asset base from recently completed growth projects.~~$3 million. Interest expense increased $3$2 million primarily due to higher average debt levels at higher borrowing rates.

Net income ~~increased $6~~decreased $5 million for the ~~three~~six months ended ~~March 31,~~June 30, 2017 as compared with the 2016 period, primarily ~~reflecting higher revenues and lower operating expenses, partially offset by higher interest expense as~~due to the changes discussed above.

The following table summarizes the results of operations for Loews Hotels & Co for the three and six months ended ~~March 31,~~June 30, 2017 and 2016 as presented in Note 911 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report:


Three Months Ended March 31	2017			2016
							Three Months Ended June 30,						Six Months Ended June 30,

							2017			2016			2017			2016

(In millions)

Revenues:
Operating revenue	$	136		$	138		$	154		$	156		$	290		$	294
Revenues related to reimbursable expenses		31			25			27			33			58			58

Total		167			163			181			189			348			352

Expenses:
Operating		123			123			128			129			251			252
Reimbursable expenses		31			25			27			33			58			58
Depreciation		16			15			15			15			31			30
Equity income from joint ventures		(29	)		(15	)
Equity (income) loss from joint ventures								(15	)		3			(44	)		(12)
Interest		7			6			6			5			13			11

Total		148			154			161			185			309			339

Income before income tax		19			9			20			4			39			13
Income tax expense		(9	)		(6	)		(10	)		(3	)		(19	)		(9)

Net income attributable to Loews Corporation	$	10		$	3		$	10		$	1		$	20		$	4

Operating revenues decreased $2 million and $4 million for the three and six months ended ~~March 31,~~June 30, 2017 as compared with the 2016 ~~period~~periods primarily due to a decrease in revenue as a result of renovation activities.

Equity income from joint ventures increased ~~$14~~$18 million for the three months ended ~~March 31,~~June 30, 2017 as compared with the 2016 period. The increase was primarily due to the 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 ventures increased $32 million for the six months ended June 30, 2017 as compared with the 2016 period. The increase was primarily due to the $25 million gain on the sale of an equity interest in the Loews Don CeSar Hotel, a joint venture hotel property, in February of 2017, the 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 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 $7$9 million and $16 million for the three and six months ended ~~March 31,~~June 30, 2017 as compared with the 2016 ~~period~~periods primarily due to the changes discussed above.

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 ~~level~~ 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 for the three and six months ended ~~March 31,~~June 30, 2017 and 2016 as presented in Note 911 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report:


	Three Months Ended June 30,						Six Months Ended June 30,

	2017			2016			2017			2016

(In millions)

Revenues:
Net investment income	$	2		$	85		$	61		$	72
Other revenues		93			(1	)		93			1

Total		95			84			154			73

Expenses:
Operating		130			32			168			57
Interest		22			18			40			36

Total		152			50			208			93

Income (loss) before income tax		(57	)		34			(54	)		(20)
Income tax (expense) benefit		21			(12	)		20			7

Net income (loss) attributable to Loews Corporation	$	(36	)	$	22		$	(34	)	$	(13)

Net investment ~~results increased~~income decreased by ~~$72~~$83 million and $11 million for the three and six months ended ~~March 31,~~June 30, 2017 as compared with the 2016 ~~period,~~periods, primarily due to ~~improved performance of limited partnership investments and~~lower results from equity based investments in the trading ~~portfolio.~~portfolio, partially offset by improved performance of limited partnership investments.

~~Operating expenses~~Other revenues increased ~~$13~~$94 million and $92 million for the three and six months ended ~~March 31,~~June 30, 2017 as compared with the 2016 ~~period,~~periods, primarily ~~related~~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 ~~pending~~ acquisition of Consolidated Container, ~~Company, as further discussed in Note 10~~partially offset by the absence of prior year expenses related to the implementation of the ~~Notes to Consolidated Condensed Financial Statements included under Item 1.~~

~~Net results~~2016 Incentive Compensation Plan. Interest expense increased ~~$37~~$4 million for the three and six months ended ~~March 31,~~June 30, 2017 as compared with the 2016 ~~period~~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 six months ended June 30, 2017 as compared with the 2016 periods, primarily due to the changes discussed above.

Parent Company cash and investments, net of receivables and payables, at ~~March 31,~~June 30, 2017 ~~totaled $5.6 billion, as compared to $5.0 billion at~~and December 31, ~~2016.~~2016 totaled $5.0 billion. During the ~~three~~six months ended ~~March 31,~~June 30, 2017, we received ~~$559~~$633 million in dividends from our subsidiaries, including a special dividend from CNA of $485 million. Cash outflows included the payment of ~~$21~~$620 million to fund the 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 the Consolidated Condensed Financial Statements under Item 1. In addition, cash outflows included the payment of $42 million of cash dividends to our ~~shareholders.~~shareholders and $6 million to 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.

On April 11, 2017, we entered into a merger agreement to acquire Consolidated Container Company for approximately $1.2 billion, subject to customary purchase price adjustments. The acquisition is expected to close in the second quarter of 2017, subject to customary closing conditions, and will be funded with approximately 50% available cash and 50% debt that will remain at the subsidiary level.

As of ~~April~~July 21, 2017, there were ~~336,702,111~~336,601,242 shares of Loews common stock outstanding. Depending on market and other conditions, we may purchase our shares and shares of our subsidiaries outstanding common stock in the open market or otherwise. During the six months ended June 30, 2017, we purchased 0.1 million shares of Loews common stock. 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”) ~~placed~~lowered our ~~ratings, including our A+~~ corporate credit ~~rating, on creditwatch~~and senior debt ratings from A+ to A with ~~negative implications.~~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. Future uses of our cash may include investing in our subsidiaries, new acquisitions and/or repurchases of our and our subsidiaries’ outstanding common stock.

CNA’s cash provided by operating activities was ~~$282~~$515 million for the ~~three~~six months ended ~~March 31,~~June 30, 2017 as compared with ~~$334~~$613 million for the 2016 period. Cash provided by operating activities reflected a lower level of distributions on limited partnerships and higher net claim ~~and expense~~ payments partially offset by ~~the timing of income tax payments~~an increase in premiums collected and lower salaries and related ~~expenses.~~expenses paid.

CNA declared and paid ~~a quarterly dividend~~dividends of ~~$0.25~~$2.50 per share ~~and~~on its common stock, including a special dividend of $2.00 per share ~~on its common stock in~~during the ~~first quarter of~~six months ended June 30, 2017. On ~~April~~July 28, 2017, CNA’s Board of Directors declared a quarterly dividend of ~~$0.25~~$0.30 per share on its common stock, payable ~~May 31,~~August 30, 2017 to shareholders of record on ~~May 15,~~August 14, 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.

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 ~~March 31,~~June 30, 2017, CCC was in a positive earned surplus position. The maximum allowable dividend CCC could pay during 2017 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 $200 million during the ~~nine~~six months ended December 31, 2016 and ~~$675~~$775 million during the ~~three~~six months ended ~~March 31,~~June 30, 2017. As of ~~March 31,~~June 30, 2017, CCC is able to pay approximately ~~$200~~$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 ~~three~~six months ended ~~March 31,~~June 30, 2017 decreased ~~$143~~$129 million compared to the 2016 period, primarily due to lower cash receipts from contract drilling services of ~~$176~~$203 million, partially offset by a net decrease in cash payments for contract drilling expenses, including personnel-related, repairs and maintenance and other rig operating costs of ~~$31 million and lower income taxes paid, net of refunds of $3~~$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 offshore drilling industry, as well as positive results of Diamond Offshore’s continuing focus on controlling costs.

For 2017, Diamond Offshore has budgeted approximately $145 million for capital expenditures. Diamond Offshore has no other purchase obligations for major rig upgrades at ~~March 31,~~June 30, 2017.

As of ~~March 31,~~June 30, 2017, Diamond Offshore had no outstanding borrowings under its credit agreement and was in compliance with all covenant requirements thereunder. As of ~~April~~July 27, 2017, Diamond Offshore had $1.5 billion available under its credit agreement to provide liquidity for payment obligations.

In July of 2017, Moody’s downgraded Diamond Offshore’s corporate credit rating to Ba3 with a negative outlook from Ba2 with a stable outlook. Diamond Offshore’s current corporate credit rating by S&P 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 its 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 ~~$47~~$43 million for the ~~three~~six months ended ~~March 31,~~June 30, 2017 compared to the 2016 period primarily due to the ~~increase~~change in net income, excluding the effects ofnon-cash items such as depreciation, amortization and ~~amortization.~~the loss on the sale of operating assets. The increase also reflects the settlement of the Gulf South rate refund in the 2016 period.

In the ~~first~~second quarters of 2017 and 2016, Boardwalk Pipeline declared and paid quarterly distributions to its common unitholders of record of $0.10 per common unit and an amount to the general partner on behalf of its 2% general partner interest. In ~~April~~July of 2017, ~~the Partnership~~Boardwalk Pipeline declared a quarterly cash distribution to unitholders of record of $0.10 per common unit.

In January of 2017, Boardwalk Pipeline completed a public offering of $500 million aggregate principal amount of 4.5% senior notes due July 15, 2027 and plans to use the proceeds to refinance future maturities of debt and to fund growth capital expenditures. Initially, the proceeds were used to reduce outstanding borrowings under its revolving credit facility. As of ~~March 31,~~June 30, 2017, Boardwalk Pipeline had no outstanding borrowings under its revolving credit facility. In July of 2017, Boardwalk Pipeline extended the maturity date of its revolving credit facility by one year to May 26, 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 until December 31, 2018. As of ~~April~~July 28, 2017, Boardwalk Pipeline had no outstanding borrowings under the subordinated loan agreement.

For the ~~three~~six months ended ~~March 31,~~June 30, 2017 and 2016, Boardwalk Pipeline’s capital expenditures were ~~$134~~$303 million and ~~$106~~$259 million, consisting of a combination of growth and maintenance capital expenditures. Boardwalk Pipeline expects total capital expenditures to be approximately ~~$850~~$790 million in 2017, primarily related to growth projects and pipeline system maintenance. This reflects a $60 million reduction in Boardwalk Pipeline’s expected growth capital expenditures for 2017, resulting from both a delay in the timing of the expenditures and an overall reduction in spending.

Boardwalk Pipeline anticipates 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 capital markets to fund 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 and debt financing under reasonable terms depends on its financial condition, credit ratings and market conditions.

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 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 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 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 by using multiple counterparties. We occasionally require collateral from our derivative investment counterparties depending on the amount of the exposure and the credit rating of the counterparty.

CNA maintains a large portfolio of fixed maturity and equity securities, including large amounts of corporate and government issued debt securities, residential and commercial mortgage-backed securities, and other asset-backed securities and investments in limited partnerships which pursue a variety of long and short investment strategies across a broad array of asset classes. CNA’s investment portfolio supports its obligation to pay future insurance claims and provides investment returns which are an important part of CNA’s overall profitability.

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


Three Months Ended March 31	2017			2016
							Three Months Ended June 30,						Six Months Ended June 30,
							2017			2016			2017			2016
(In millions)

Fixed maturity securities:
Taxable	$	347		$	345		$	351		$	349		$	698		$	694
Tax-exempt		108			101			106			100			214			201

Total fixed maturity securities		455			446			457			449			912			895
Limited partnership investments		90			(14	)		16			46			106			32
Other, net of investment expense					3			2			7			2			10

Net investment income before tax	$	545		$	435		$	475		$	502		$	1,020		$	937

Net investment income after tax and noncontrolling interests	$	349		$	283		$	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	%
Effective income yield for the fixed maturity securities portfolio, after tax		3.4	%		3.4	%		3.4	%		3.5	%		3.4	%		3.4	%

Net investment income after tax and noncontrolling interests for the three months ended ~~March 31,~~June 30, 2017 ~~increased $66~~decreased $17 million as compared with the 2016 period. The ~~increase~~decrease was ~~primarily~~ driven by limited partnership investments, which returned ~~3.8%~~0.7% in 2017 as compared with ~~(0.6)%~~1.8% in the 2016 period. Income from fixed maturity securities, after tax and noncontrolling interests, for the three months ended ~~March 31,~~June 30, 2017 increased $6$4 million as compared with the 2016 period, primarily due to an increase in the invested asset base.

Net investment income after tax and noncontrolling interests for the six months ended June 30, 2017 increased $48 million as compared with the 2016 period. The increase was driven by limited partnership investments, which returned 4.5% in 2017 as compared with 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.

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


Three Months Ended March 31		2017			2016
								Three Months Ended June 30,						Six Months Ended June 30,

								2017			2016			2017			2016

(In millions)

Realized investment gains (losses):
Fixed maturity securities:
Corporate and other bonds		$	29		$	(15	)	$	39		$	7		$	68		$	(8)
States, municipalities and political subdivisions			6			3			4						10			3
Asset-backed			(4	)		(6	)		(1	)		6			(5	)
U.S. Treasury and obligations of government-sponsored enterprises			1			1			2			1			3			2
Foreign government												2						2

Total fixed maturity securities			32			(17	)		44			16			76			(1)
Equity securities						(5	)					3						(2)
Derivative securities			1			(7	)		(3	)		(6	)		(2	)		(13)
Short term investments and other			1			1			2						3			1

Total realized investment gains (losses)			34			(28	)		43			13			77			(15)
Income tax (expense) benefit	��		(11	)		9			(15	)		(6	)		(26	)		3
Amounts attributable to noncontrolling interests			(3	)		2			(2	)		(1	)		(5	)		1

Net realized investment gains (losses) attributable to Loews Corporation		$	20		$	(17	)	$	26		$	6		$	46		$	(11)

Net realized investment ~~results~~gains improved ~~$37~~$20 million for the three months ended ~~March 31,~~June 30, 2017 as compared with the 2016 period, driven by higher net realized investment gains on sales of securities and lower OTTI losses recognized in earnings. Net realized investment results improved $57 million for the ~~favorable~~six months ended June 30, 2017 as compared with the 2016 period, ~~over period effect of~~driven by higher net realized investment gains on sales of securities and lower OTTI losses recognized in 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.

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


	March 31, 2017				December 31, 2016				June 30, 2017				December 31, 2016
	Estimated Fair Value		Net Unrealized Gains (Losses)		Estimated Fair Value		Net Unrealized Gains (Losses)		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	$	3,995	$	28	$	4,212	$	32	$	4,249	$	39	$	4,212	$	32
AAA		1,832		117		1,881		110		1,819		139		1,881		110
AA		9,016		761		8,911		750		9,104		870		8,911		750
A		9,705		823		9,866		832		10,014		895		9,866		832
BBB		13,166		815		12,802		664		13,409		982		12,802		664
Non-investment grade		3,266		167		3,233		156		3,154		156		3,233		156

Total	$	40,980	$	2,711	$	40,905	$	2,544	$	41,749	$	3,081	$	40,905	$	2,544

As of ~~March 31,~~June 30, 2017 and December 31, 2016, only 2% 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:


March 31, 2017	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	$	2,154	$	44	$	1,744	$	34
AAA		284		8		197		6
AA		591		18		616		10
A		833		20		635		12
BBB		1,819		37		1,150		22
Non-investment grade		737		15		598		20

Total	$	6,418	$	142	$	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:


March 31, 2017	Estimated Fair Value		Gross Unrealized Losses
June 30, 2017					Estimated Fair Value		Gross Unrealized Losses

(In millions)

Due in one year or less	$	90	$	2	$	72	$	1
Due after one year through five years		816		10		785		15
Due after five years through ten years		4,083		82		3,035		66
Due after ten years		1,429		48		1,048		22

Total	$	6,418	$	142	$	4,940	$	104

A primary objective in the management of CNA’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 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 CNA’s investment portfolio is the characteristics of the corresponding liabilities and the ability to align the duration of the portfolio to those liabilities and to meet future liquidity needs, minimize interest rate risk and maintain a level of income sufficient to support the underlying insurance liabilities. For portfolios where future liability cash flows are determinable and typically long term in nature, CNA segregates investments for asset/liability management purposes. The segregated investments support the long term care and structured settlement liabilities innon-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 payable and receivable amounts for securities purchased and sold, but not yet settled.


	March 31, 2017				December 31, 2016
									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 supportingnon-core operations	$	15,957		8.8	$	15,724		8.7	$	16,375		8.7	$	15,724		8.7
Other interest sensitive investments		26,218		4.6		26,669		4.6		26,513		4.4		26,669		4.6

Total	$	42,175		6.2	$	42,393		6.1	$	42,888		6.1	$	42,393		6.1

The investment portfolio is periodically analyzed for changes in duration and related price 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 under Item 7A of our Annual Report on Form10-K for the year ended December 31, 2016.

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


	March 31,		December 31,		June 30,		December 31,
	2017		2016		2017		2016

(In millions)
(In millions)

Short term investments:
Commercial paper	$	769	$	733	$	932	$	733
U.S. Treasury securities		175		433		186		433
Money market funds		52		44		76		44
Other		143		197		139		197

Total short term investments	$	1,139	$	1,407	$	1,333	$	1,407

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.

For a discussion of accounting standards updates that have been adopted or will be adopted in the future, please see Note 1 of the Notes to Consolidated Condensed Financial Statements included under Item 1.

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 may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). Forward-looking statements include, without limitation, any statement that does not directly relate to any historical or current fact and may project, indicate or imply future results, events, performance or achievements. Such statements may contain the words “expect,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “will be,” “will continue,” “will likely result,” and similar expressions. In addition, any statement concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible actions taken by us or our subsidiaries are also forward-looking statements as defined by the Act. Forward-looking statements are based on current expectations and projections about future events and are inherently subject to a variety of risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those anticipated or projected.

Developments in any of the risks or uncertainties facing us or our subsidiaries, including those described under Part I, Item 1A, Risk Factors in our Annual Report on Form10-K for the year ended December 31, 2016 and in our other filings with the SEC, could cause our results to differ materially from results that have been or may be anticipated or projected. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made and we expressly disclaim any obligation or undertaking to update these statements to reflect any change in our expectations or beliefs or any change in events, conditions or circumstances on which any forward-looking statement is based.

~~There were no material changes~~The following describes an addition to our Quantitative and Qualitative Disclosures about Market Risk and should be read in ~~our market risk components for the three months ended March 31, 2017. See~~conjunction with the Quantitative and Qualitative Disclosures about Market Risk included under Item 7A of our Annual Report on ~~Form10-K~~Form10-K for the year ended December 31, ~~2016 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 under 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.

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 is 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 Exchange Act, including this Report, is recorded, processed, summarized and reported on a timely basis. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company under the Exchange Act is accumulated and communicated to the Company’s management on a timely basis to allow decisions regarding required disclosure.

The Company’s management, including the Company’s principal executive officer (“CEO”) and principal financial officer (“CFO”), concluded an evaluation of the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Report and, based on that evaluation, the CEO and CFO have concluded that the Company’s controls and procedures were effective as of ~~March 31,~~June 30, 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) that occurred during the quarter ended ~~March 31,~~June 30, 2017 that have materially affected or that are reasonably likely to materially affect the Company’s internal control over financial reporting.

Information on our legal proceedings is set forth in Notes 79 and 810 to the Consolidated Condensed Financial Statements included under Part I, Item 1.

Our Annual Report on Form10-K for the year ended December 31, 2016 includes a detailed discussion of certain risk factors facing the company. ~~No updates or~~The 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:

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 ~~March 31, 2017.~~Consolidated Container’s customers increase their self-manufacturing, it may materially adversely affect its business.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.


	Page
	~~Page~~ No.

Part I. Financial Information

Item 1. Financial Statements (unaudited)

Consolidated Condensed Balance Sheets ~~March 31,~~		3
June 30, 2017 and December 31, 2016		3

Consolidated Condensed Statements of Income ~~Three months ended March 31, 2017 and 2016~~		4
Three and six months ended June 30, 2017 and 2016

Consolidated Condensed Statements of Comprehensive Income ~~Three months ended March 31, 2017 and 2016~~ (Loss)		5
Three and six months ended June 30, 2017 and 2016

Consolidated Condensed Statements of Equity ~~Three months ended March 31, 2017 and 2016~~		6
Six months ended June 30, 2017 and 2016

Consolidated Condensed Statements of Cash Flows ~~Three months ended March 31, 2017 and 2016~~		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		3239

Item 3. Quantitative and Qualitative Disclosures about Market Risk		4758

Item 4. Controls and Procedures		4758

Part II. Other Information		4758

Item 1. Legal Proceedings		4758

Item 1A. Risk Factors		4758

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		4760

Item 6. Exhibits		4861


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


Class				Outstanding at ~~April~~July 21, 2017
Common stock, $0.01 par value				~~336,702,111~~336,601,242 shares


	Less than				12 Months
	12 Months				or Longer				Total

			Gross				Gross				Gross
	Estimated		Unrealized		Estimated		Unrealized		Estimated		Unrealized
March 31, 2017	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses

(In millions)

Fixed maturity securities:
Corporate and other bonds	$	1,915	$	29	$	134	$	8	$	2,049	$	37
States, municipalities and political subdivisions		845		31		33				878		31
Asset-backed:
Residential mortgage-backed		2,188		44		170		6		2,358		50
Commercial mortgage-backed		590		15		139		4		729		19
Other asset-backed		256		4		28				284		4

Total asset-backed		3,034		63		337		10		3,371		73
U.S. Treasury and obligations of government-sponsored enterprises		31								31
Foreign government		89		1						89		1

Total fixed maturity securities		5,914		124		504		18		6,418		142

Common stock		2								2
Preferred stock		15		2						15		2

Total	$	5,931	$	126	$	504	$	18	$	6,435	$	144


	Less than 12 Months				12 Months or Longer				Total
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	$	1,314	$	26	$	52	$	3	$	1,366	$	29
States, municipalities and political subdivisions		742		15		24				766		15
Asset-backed:
Residential mortgage-backed		1,722		34		141		4		1,863		38
Commercial mortgage-backed		473		8		125		6		598		14
Other asset-backed		159		4		14		1		173		5
Total asset-backed		2,354		46		280		11		2,634		57
U.S. Treasury and obligations of government-sponsored enterprises		65		2						65		2
Foreign government		109		1						109		1
Total fixed maturity securities		4,584		90		356		14		4,940		104
Equity securities:
Common stock		1								1
Preferred stock		15		1						15		1
Total equity securities		16		1		-		-		16		1
Total	$	4,600	$	91	$	356	$	14	$	4,956	$	105


December 31, 2016

Fixed maturity securities:
Corporate and other bonds	$	2,615	$	61	$	254	$	15	$	2,869	$	76
States, municipalities and political subdivisions		959		32		23		1		982		33
Asset-backed:
Residential mortgage-backed		2,136		44		201		7		2,337		51
Commercial mortgage-backed		756		22		69		2		825		24
Other asset-backed		398		5		24				422		5
Total asset-backed		3,290		71		294		9		3,584		80
U.S. Treasury and obligations of government-sponsored enterprises		5								5
Foreign government		108		3						108		3
Total fixed maturity securities		6,977		167		571		25		7,548		192
Equity securities		12				13		4		25		4
Total	$	6,989	$	167	$	584	$	29	$	7,573	$	196


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


		Page
		No.

Overview		3239
Results of Operations		33
~~Consolidated Financial Results~~		33
~~CNA Financial~~		34
~~Diamond Offshore~~		37
~~Boardwalk Pipeline~~		38
~~Loews Hotels & Co~~		40
~~Corporate~~Consolidated Financial Results		40
~~Liquidity and Capital Resources~~Acquisition of Consolidated Container Company		40
CNA Financial		41
~~Parent Company~~		41
~~Subsidiaries~~		41
~~Investments~~		43
~~Critical Accounting Estimates~~Diamond Offshore		46
~~Accounting Standards Update~~Boardwalk Pipeline		4648
~~Forward-Looking Statements~~Loews Hotels & Co		4650
Corporate		50
Liquidity and Capital Resources		51
Parent Company		51
Subsidiaries		52
Investments		53
Critical Accounting Estimates		57
Accounting Standards Update		57
Forward-Looking Statements		57


~~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)~~


~~January 1, 2017 -~~
~~January 31, 2017~~	~~None~~	~~N/A~~	~~N/A~~	~~N/A~~

~~February 1, 2017 -~~
~~February 28, 2017~~	~~None~~	~~N/A~~	~~N/A~~	~~N/A~~

~~March 1, 2017 -~~
~~March 31, 2017~~	~~None~~	~~N/A~~	~~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


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 *


	LOEWS CORPORATION
		(Registrant)

Dated: ~~May 1,~~July 31, 2017	By:	/s/ David B. Edelson
		DAVID B. EDELSON
		Senior Vice President and
		Chief Financial Officer
		(Duly authorized officer
		and principal financial
		officer)

13-2646102

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

~~(I.R.S. Employer~~
Identification No.)