(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.

~~Large accelerated filer~~ X ~~Accelerated filer~~ ~~Non-accelerated filer~~ ~~Smaller reporting company~~

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

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


	September 30, 2017			December 31, 2016			March 31, 2019				December 31, 2018
(Dollar amounts in millions, except per share data)

Assets:

Investments:
Fixed maturities, amortized cost of $39,230 and $38,947	$	42,507		$	41,494
Equity securities, cost of $592 and $571		610			549
Fixed maturities, amortized cost of $37,985 and $38,234								$	40,602			$	39,699
Equity securities, cost of $1,376 and $1,479									1,326				1,293
Limited partnership investments		3,201			3,220				2,120				2,424
Other invested assets, primarily mortgage loans		825			683				933				901
Short term investments		4,991			4,765				4,487				3,869
Total investments		52,134			50,711				49,468				48,186
Cash		416			327				339				405
Receivables		7,792			7,644				8,012				7,960
Property, plant and equipment		15,475			15,230				15,407				15,511
Goodwill		648			346				682				665
Deferrednon-insurance warranty acquisition expenses									2,576				2,513
Deferred acquisition costs of insurance subsidiaries									664				633
Other assets		2,419			1,736				3,301				2,443
Deferred acquisition costs of insurance subsidiaries		643			600
Total assets	$	79,527		$	76,594			$	80,449			$	78,316


Liabilities and Equity:

Insurance reserves:
Claim and claim adjustment expense	$	22,209		$	22,343			$	21,836			$	21,984
Future policy benefits		11,040			10,326				11,078				10,597
Unearned premiums		4,060			3,762				4,422				4,183
Total insurance reserves		37,309			36,431				37,336				36,764
Payable to brokers		324			150				307				42
Short term debt		194			110				132				17
Long term debt		11,239			10,668				11,229				11,359
Deferred income taxes		905			636				1,084				841
Deferrednon-insurance warranty revenue									3,472				3,402
Other liabilities		5,195			5,238				4,987				4,505
Total liabilities		55,166			53,233				58,547				56,930

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 – 336,753,017 and 336,621,358 shares		3			3
Issued – 312,435,202 and 312,169,189 shares									3				3
Additionalpaid-in capital		3,181			3,187				3,607				3,627
Retained earnings		15,811			15,196				16,144				15,773
Accumulated other comprehensive income (loss)		32			(223	)
Accumulated other comprehensive loss									(390	)			(880	)
		19,027			18,163				19,364				18,523
Less treasury stock, at cost (123,500 shares)		(6	)
Less treasury stock, at cost (6,929,267 and 100,000 shares)									(327	)			(5	)
Total shareholders’ equity		19,021			18,163				19,037				18,518
Noncontrolling interests		5,340			5,198				2,865				2,868
Total equity		24,361			23,361				21,902				21,386
Total liabilities and equity	$	79,527		$	76,594			$	80,449			$	78,316


	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Three Months Ended March 31													2019				2018
(In millions, except per share data)

Revenues:
Insurance premiums	$	1,806		$	1,767		$	5,185		$	5,196			$	1,803			$	1,785
Net investment income		557			561			1,639			1,570				657				506
Investment gains (losses):
Other-than-temporary impairment losses		(5	)		(18	)		(9	)		(56	)			(14	)			(6	)
Other net investment gains		21			63			102			74				45				15
Total investment gains		16			45			93			18				31				9
Contract drilling revenues		357			340			1,113			1,141
Other revenues		785			574			2,150			1,842
Non-insurance warranty revenue															281				238
Operating revenues and other															985				1,043
Total		3,521			3,287			10,180			9,767				3,757				3,581

Expenses:
Insurance claims and policyholders’ benefits		1,480			1,202			4,053			3,949				1,357				1,339
Amortization of deferred acquisition costs		309			314			926			926				342				296
Contract drilling expenses		198			187			598			598
Other operating expenses (Note 5)		1,047			898			2,978			3,416
Non-insurance warranty expense															260				216
Operating expenses and other															1,149				1,184
Interest		223			130			504			403				141				141
Total		3,257			2,731			9,059			9,292				3,249				3,176
Income before income tax		264			556			1,121			475				508				405
Income tax expense		(52	)		(163	)		(240	)		(171	)			(112	)			(25	)
Net income		212			393			881			304				396				380
Amounts attributable to noncontrolling interests		(55	)		(66	)		(198	)		60				(2	)			(87	)
Net income attributable to Loews Corporation	$	157		$	327		$	683		$	364			$	394			$	293


Basic net income per share	$	0.46		$	0.97		$	2.03		$	1.08


Diluted net income per share	$	0.46		$	0.97		$	2.02		$	1.08


Dividends per share	$	0.0625		$	0.0625		$	0.1875		$	0.1875
Basic and diluted net income per share														$	1.27			$	0.89


Weighted average shares outstanding:
Shares of common stock		336.91			337.18			336.90			338.33				309.83				327.78
Dilutive potential shares of common stock		0.88			0.44			0.83			0.28				0.53				0.94
Total weighted average shares outstanding assuming dilution		337.79			337.62			337.73			338.61				310.36				328.72


	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Three Months Ended March 31													2019				2018
(In millions)

Net income	$	212		$	393		$	881		$	304			$	396			$	380

Other comprehensive income (loss), after tax
Changes in:
Net unrealized gains (losses) on investments with other-than-temporary impairments		1			3			(3	)		7				4				(9	)
Net other unrealized gains on investments		23			42			167			591
Total unrealized gains onavailable-for-sale investments		24			45			164			598
Unrealized gains on cash flow hedges		1			1			1			2
Net other unrealized gains (losses) on investments															526				(429	)
Total unrealized gains (losses) on investments															530				(438	)
Unrealized gains (losses) on cash flow hedges															(6	)			10
Pension liability		11			7			26			20				8				10
Foreign currency translation		41			(24	)		94			(58	)			17				11

Other comprehensive income		77			29			285			562
Other comprehensive income (loss)															549				(407	)

Comprehensive income		289			422			1,166			866
Comprehensive income (loss)															945				(27	)

Amounts attributable to noncontrolling interests		(64	)		(70	)		(228	)		(1	)			(61	)			(43	)

Total comprehensive income attributable to Loews Corporation	$	225		$	352		$	938		$	865
Total comprehensive income (loss) attributable to Loews Corporation														$	884			$	(70	)


																								Loews Corporation Shareholders
																																Accumulated			Common
																										Additional						Other			Stock
				Loews Corporation Shareholders																				Common		Paid-in			Retained			Comprehensive			Held in			Noncontrolling
	Total			Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Common Stock Held in Treasury		��	Noncontrolling 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
Balance, January 1, 2018, as reported																					$	24,566		$	3	$	3,151		$	16,096		$	(26	)	$	(20	)	$	5,362
Cumulative effect adjustments from changes in accounting standards																						(91	)							(43	)		(28	)					(20	)
Balance, January 1, 2018, as adjusted																						24,475			3		3,151			16,053			(54	)		(20	)		5,342
Net income		304								364									(60	)		380								293									87
Other comprehensive income		562											501						61			(407	)										(363	)					(44	)
Dividends paid		(177	)							(63	)								(114	)
Purchases of subsidiary stock from
noncontrolling interests		(9	)				3												(12	)
Dividends paid ($0.0625 per share)																						(98	)							(20	)								(78	)
Purchases of Loews treasury stock		(115	)													(115	)					(497	)													(497	)
Stock-based compensation		35					33												2			-					(7	)											7
Other		(4	)				(13	)		(1	)								10			(5	)				(2	)		(5	)								2
Balance, September 30, 2016	$	23,406		$	3	$	3,207		$	15,031		$	144		$	(115	)	$	5,136
Balance, March 31, 2018																					$	23,848		$	3	$	3,142		$	16,321		$	(417	)	$	(517	)	$	5,316


Balance, January 1, 2017	$	23,361		$	3	$	3,187		$	15,196		$	(223	)	$	-		$	5,198
Balance, January 1, 2019																					$	21,386		$	3	$	3,627		$	15,773		$	(880	)	$	(5	)	$	2,868
Net income		881								683									198			396								394									2
Other comprehensive income		285											255						30			549											490						59
Dividends paid		(180	)							(63	)								(117	)
Dividends paid ($0.0625 per share)																						(87	)							(19	)								(68	)
Purchases of Loews treasury stock		(6	)													(6	)					(322	)													(322	)
Purchases of subsidiary stock from non-controlling interests																						(14	)																(14	)
Stock-based compensation		24					(8	)											32			1					(19	)											20
Other		(4	)				2			(5	)								(1	)		(7	)				(1	)		(4	)								(2	)
Balance, September 30, 2017	$	24,361		$	3	$	3,181		$	15,811		$	32		$	(6	)	$	5,340
Balance, March 31, 2019																					$	21,902		$	3	$	3,607		$	16,144		$	(390	)	$	(327	)	$	2,865


Nine Months Ended September 30	2017			2016
Three Months Ended March 31							2019				2018
(In millions)

Operating Activities:

Net income	$	881		$	304			$	396			$	380
Adjustments to reconcile net income to net cash provided (used) by operating activities, net		959			1,676				369				185
Changes in operating assets and liabilities, net:
Receivables		19			(165	)			15				(147	)
Deferred acquisition costs		(34	)		(24	)			(29	)			(29	)
Insurance reserves		248			464				57				311
Other assets		(85	)		(80	)			(143	)			(56	)
Other liabilities		(116	)		9				(104	)			(215	)
Trading securities		(62	)		(468	)			(480	)			84
Net cash flow operating activities		1,810			1,716
Net cash flow provided by operating activities									81				513

Investing Activities:

Purchases of fixed maturities		(6,877	)		(7,472	)			(2,447	)			(2,690	)
Proceeds from sales of fixed maturities		4,167			4,239				2,259				2,576
Proceeds from maturities of fixed maturities		2,635			2,263				576				531
Purchases of limited partnership investments		(85	)		(324	)			(114	)			(63	)
Proceeds from sales of limited partnership investments		179			207				337				69
Purchases of property, plant and equipment		(735	)		(1,185	)			(223	)			(230	)
Acquisitions		(1,218	)		(79	)
Dispositions		68			277
Change in short term investments		(85	)		104				(27	)			(25	)
Other, net		(136	)		124				(61	)			(112	)
Net cash flow investing activities		(2,087	)		(1,846	)
Net cash flow provided by investing activities									300				56

Financing Activities:

Dividends paid		(63	)		(63	)			(19	)			(20	)
Dividends paid to noncontrolling interests		(117	)		(114	)			(68	)			(78	)
Purchases of Loews treasury stock									(317	)			(497	)
Purchases of subsidiary stock from noncontrolling interests					(8	)			(14	)
Purchases of Loews treasury stock		(6	)		(115	)
Principal payments on debt		(2,249	)		(2,882	)			(210	)			(303	)
Issuance of debt		2,808			3,226				192				233
Other, net		(16	)		(2	)			(13	)			74
Net cash flow financing activities		357			42
Net cash flow used by financing activities									(449	)			(591	)

Effect of foreign exchange rate on cash		9			(8	)			2				1

Net change in cash		89			(96	)			(66	)			(21	)
Cash, beginning of period		327			440				405				472
Cash, end of period	$	416		$	344			$	339			$	451

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”), aan 89% 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%~~wholly owned subsidiary); 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 (“Consolidated Container”), 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 ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018 and results of operations, ~~and~~ comprehensive income ~~for the three and nine months ended September 30, 2017 and 2016~~ and changes in shareholders’ equity and cash flows for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016.~~2018. Net income ~~(loss)~~ for the ~~third~~first quarter ~~and first nine months~~ 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.~~2018.

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. ~~0.4 million and 3.3 million~~There were no shares ~~for the three months ended September 30, 2017 and 2016 and 0.4 million and 4.7 million shares for the nine months ended September 30, 2017 and 2016~~ attributable to employee stock-based compensation awards ~~were not included in~~excluded from the diluted weighted average shares outstanding amounts for the three months ended March 31, 2019 and 2018 because the effect would have been antidilutive.

Accounting changes –In ~~March~~February 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. The guidance is effective for interim and annual reporting periods beginning after December 15, 2017, and may be adopted either retrospectively or on a modified basis, with a cumulative effect adjustment to the opening balance sheet at the date of adoption. The Company expects to adopt this updated guidance using the modified retrospective method. The standard excludes from its scope the accounting for insurance contracts, financial instruments and certain other agreements that are subject to other guidance in the FASB Accounting Standards Codification, which limits the impact of this change in accounting for the Company. Upon adoption, the Company

expects that revenue on CNA’s warranty products and services will be recognized more slowly than under the current revenue recognition pattern. The Company also expects that Other revenues and operating expenses will increase significantly for CNA’s warranty products to reflect the gross amount paid by consumers to the auto dealers that act as CNA’s agents. While the Company continues to evaluate the effect the guidance will have on its consolidated financial statements, the Company expects the adoption of the updated guidance will not have a material effect on its results of operations or financial position.

~~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 expects the primary change to be the requirement for equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. Upon adoption, the Company will recognize an adjustment for the cumulative amount of unrealized investment gains and losses related to~~available-for-sale~~ equity securities within the opening balances of Retained earnings and Accumulated other comprehensive income (loss). The Company expects the adoption of the updated guidance will not have a material effect on its consolidated financial statements.

~~In February of 2016, the FASB issued~~ ASU2016-02, “Leases (Topic 842).” ~~The~~(“ASU2016-02”). On January 1, 2019, the updated guidance requires lessees to recognize lease assets and lease liabilities for most operating leases. ~~In addition,~~The Company adopted the updated accounting guidance ~~requires that lessors separate lease~~using the modified retrospective method. Prior period amounts have not been adjusted and ~~nonlease components in a contract~~continue to be reported 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.~~previous accounting guidance. The Company utilized the package of practical expedients allowing the Company to not reassess whether any expired or existing contracts contain a lease, the classification for any expired or existing leases or the initial direct costs for any existing leases. The Company has also elected to apply an exemption for short term leases whereby leases with initial lease terms of one year or less are not recorded on the balance sheet.

For leases where the Company is ~~currently evaluating~~a lessee we have elected to account for lease andnon-lease components as a single lease component, except subsea equipment leases. For leases where the Company is a lessor we have elected to combine the lease andnon-lease components of our offshore drilling contracts, if certain conditions are met, and account for the combined component in accordance with the accounting treatment for the predominant component of the contract.

At adoption, the cumulative effect adjustment increased Other assets and Other liabilities by $642 million reflecting operating lease right of use assets, lease liabilities and the ~~guidance will have~~derecognition of deferred rent related primarily to lease agreements for office space and machinery and equipment. Subsequent to the adoption of ASU2016-02, Other assets and Other liabilities were adjusted to $3.1 billion and $5.1 billion as of January 1, 2019, as compared to $2.4 billion and $4.5 billion as of December 31, 2018. See Note 5 for additional information on ~~its consolidated financial statements.~~leases.

Recently issued ASUs – 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 guidance will be applied using the modified retrospective method with a cumulative effect adjustment to beginning retained earnings. A prospective transition method is required for debt securities that have recognized an other-than-temporary impairment prior to the effective date. 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, reinsurance and ~~reinsurance~~insurance receivables and other financing receivables and the ~~presentation~~use of the allowance method rather than the write-down method for credit losses within theavailable-for-sale fixed maturities ~~portfolio through an allowance method rather than as a direct write-down.~~portfolio. The expected credit loss model will require a financial asset to be presented at the net amount expected to be collected. Under the allowance method foravailable-for-sale debt securities the Company will record reversals of credit losses if the estimate of credit losses declines.

In ~~October~~August of ~~2016,~~2018, the FASB issued ASU~~2016-16,~~2018-12, ~~“Income Taxes~~“Financial Services – Insurance (Topic ~~740)~~944): ~~Intra-Entity Transfers of Assets Other Than Inventory.~~Targeted Improvements to the Accounting for Long-Duration Contracts.” The updated accounting guidance ~~amends~~requires changes to the ~~accounting for~~measurement and disclosure of long-duration contracts. The guidance requires entities to annually update cash flow assumptions, including morbidity and persistency and update discount rate assumptions quarterly using an upper-medium grade fixed-income instrument yield. The effect of changes in cash flow assumptions will be recorded in Net income and the effect of changes in discount rate assumptions will be recorded in Other comprehensive income ~~tax consequences of intra-entity transfers of assets other than inventory.~~ (“OCI”).

This guidance is effective for interim and annual ~~reporting~~ periods beginning after December 15, ~~2017.~~2020, and requires restatement of the prior periods presented. Early adoption is permitted. The Company is currently evaluating the method and timing of adoption and the effect the updated guidance will have on its ~~historical intra-group transactions~~consolidated financial statements. The annual updating of cash flow assumptions is expected to increase income statement volatility. The quarterly change in the discount rate is expected to increase volatility in the Company’s Shareholders’ equity, but that will be somewhat mitigated because Shadow Adjustments are eliminated under the new guidance. See Note 2 for further information on Shadow Adjustments. While the ~~possible effect~~requirements of the ~~updated guidance. The Company expects to adopt this updated~~new guidance ~~using~~represent a material change from existing accounting guidance, the ~~modified retrospective approach with a cumulative effect adjustment to the opening balance~~underlying economics of ~~Retained earnings with an offset to a deferred income tax liability.~~

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 packagingCNA’s business 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. For the three months ended September 30, 2017 and for the period since the acquisition date, Consolidated Container’s revenues were $202 million and $293 million and net income was not significant. 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~~related cash and debt financing proceeds at Consolidated Container of $600 million, as discussed in Note 7. 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.flows will be unchanged.


	Three Months Ended								Nine Months Ended
	September 30,								September 30,
	2017				2016				2017				2016
Three Months Ended March 31																	2019			2018
(In millions)

Fixed maturity securities		$	455			$	457			$	1,367			$	1,352		$	455		$	446
Limited partnership investments			67				91				206				98			81			48
Short term investments			5				3				13				8			15			9
Equity securities			1				1				4				8			30			10
Income from trading portfolio (a)			34				11				67				113
Income (loss) from trading portfolio (a)																		81			(3	)
Other			10				12				26				34			14			11
Total investment income			572				575				1,683				1,613			676			521
Investment expenses			(15	)			(14	)			(44	)			(43	)		(19	)		(15	)
Net investment income		$	557			$	561			$	1,639			$	1,570		$	657		$	506


	Three Months Ended								Nine Months Ended
	September 30,								September 30,
	2017				2016				2017				2016
Three Months Ended March 31																	2019			2018
(In millions)

Fixed maturity securities		$	16			$	47			$	92			$	34		$	(6	)	$	18
Equity securities							(3	)							(5	)		42			(15	)
Derivative instruments			(1	)			1				(3	)			(12	)		(5	)		5
Short term investments and other			1								4				1						1
Investment gains (a)		$	16			$	45			$	93			$	18		$	31		$	9

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


Three Months Ended March 31	2019		2018
(In millions)

Fixed maturity securitiesavailable-for-sale:
Corporate and other bonds	$	6	$	5
Asset-backed		8		1
Net OTTI losses recognized in earnings	$	14	$	6


March 31, 2019												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												$	19,296	$	1,269	$	99	$	20,466
States, municipalities and political subdivisions													9,279		1,299				10,578
Asset-backed:
Residential mortgage-backed													4,760		92		20		4,832	$	(22	)
Commercial mortgage-backed													2,026		53		7		2,072
Other asset-backed													1,877		25		12		1,890		(3	)
Total asset-backed													8,663		170		39		8,794		(25	)
U.S. Treasury and obligations of government- sponsored enterprises													162		3		1		164
Foreign government													502		12		1		513
Redeemable preferred stock													10						10
Fixed maturitiesavailable-for-sale													37,912		2,753		140		40,525		(25	)
Fixed maturities trading													73		4				77
Total fixed maturity securities												$	37,985	$	2,757	$	140	$	40,602	$	(25	)

	Cost or		Gross		Gross				Unrealized
	Amortized		Unrealized		Unrealized		Estimated		OTTI Losses
September 30, 2017	Cost		Gains		Losses		Fair Value		(Gains)
(In millions)
December 31, 2018

Fixed maturity securities:
Corporate and other bonds	$	17,965	$	1,645	$	26	$	19,584				$	18,764	$	791	$	395	$	19,160
States, municipalities and political subdivisions		12,462		1,501		7		13,956	$	(14	)		9,681		1,076		9		10,748
Asset-backed:
Residential mortgage-backed		4,906		127		28		5,005		(28	)		4,815		68		57		4,826	$	(20	)
Commercial mortgage-backed		1,858		55		13		1,900					2,200		28		32		2,196
Other asset-backed		1,047		18		4		1,061					1,975		11		24		1,962
Total asset-backed		7,811		200		45		7,966		(28	)		8,990		107		113		8,984		(20	)
U.S. Treasury and obligations of government-sponsored enterprises		115		3		3		115					156		3				159
Foreign government		439		10		4		445					480		5		4		481
Redeemable preferred stock		18		2				20					10						10
Fixed maturitiesavailable-for-sale		38,810		3,361		85		42,086		(42	)		38,081		1,982		521		39,542		(20	)
Fixed maturities trading		420		2		1		421					153		4				157
Total fixed maturities		39,230		3,363		86		42,507		(42	)	$	38,234	$	1,986	$	521	$	39,699	$	(20	)
Equity securities:
Common stock		16		7		1		22
Preferred stock		102		5				107
Equity securitiesavailable-for-sale		118		12		1		129		-
Equity securities trading		474		86		79		481
Total equity securities		592		98		80		610		-
Total	$	39,822	$	3,461	$	166	$	43,117	$	(42	)


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 onavailable-for-sale investments included in the tables above are recorded as a component of ~~Accumulated other comprehensive income (“AOCI”).~~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 ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, the net unrealized gains on investments included in AOCI were correspondingly reduced by Shadow Adjustments of ~~$1.2~~$1.3 billion and ~~$909~~$964 million (after tax and noncontrolling interests).

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


	Less than				12 Months								Less than 12 Months				12 Months or Longer				Total
	12 Months				or Longer				Total
September 30, 2017	Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses
March 31, 2019													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	$	1,216	$	21	$	91	$	5	$	1,307	$	26	$	1,656	$	39	$	1,743	$	60	$	3,399	$	99
States, municipalities and political subdivisions		583		6		56		1		639		7		14				3				17
Asset-backed:
Residential mortgage-backed		1,522		25		106		3		1,628		28		94				1,494		20		1,588		20
Commercial mortgage-backed		378		6		138		7		516		13		184		2		236		5		420		7
Other asset-backed		129		4		10				139		4		450		10		95		2		545		12
Total asset-backed		2,029		35		254		10		2,283		45		728		12		1,825		27		2,553		39
U.S. Treasury and obligations of government-sponsored enterprises		67		3		6				73		3		48		1		14				62		1
Foreign government		191		4		5				196		4		32		1		27				59		1
Total fixed maturity securities		4,086		69		412		16		4,498		85	$	2,478	$	53	$	3,612	$	87	$	6,090	$	140
Equity securities:
Common stock		2		1						2		1
Preferred stock		16								16		-
Total equity securities		18		1		-		-		18		1
Total	$	4,104	$	70	$	412	$	16	$	4,516	$	86


December 31, 2016
December 31, 2018

Fixed maturity securities:
Corporate and other bonds	$	2,615	$	61	$	254	$	15	$	2,869	$	76	$	8,543	$	340	$	825	$	55	$	9,368	$	395
States, municipalities and political subdivisions		959		32		23		1		982		33		517		8		5		1		522		9
Asset-backed:
Residential mortgage-backed		2,136		44		201		7		2,337		51		1,932		23		1,119		34		3,051		57
Commercial mortgage-backed		756		22		69		2		825		24		728		10		397		22		1,125		32
Other asset-backed		398		5		24				422		5		834		21		125		3		959		24
Total asset-backed		3,290		71		294		9		3,584		80		3,494		54		1,641		59		5,135		113
U.S. Treasury and obligations of government-sponsored enterprises		5								5		-		21				19				40
Foreign government		108		3						108		3		114		2		124		2		238		4
Total fixed maturity securities		6,977		167		571		25		7,548		192	$	12,689	$	404	$	2,614	$	117	$	15,303	$	521
Equity securities		12				13		4		25		4
Total	$	6,989	$	167	$	584	$	29	$	7,573	$	196

Based on current facts and circumstances, the Company believes the unrealized losses presented in the ~~September 30, 2017~~March 31, 2019 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 ~~September 30, 2017.~~March 31, 2019.

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 ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018 for which a portion of an OTTI loss was recognized in ~~Other comprehensive income.~~OCI.


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
Three Months Ended March 31													2019			2018
(In millions)

Beginning balance of credit losses on fixed maturity securities	$	30		$	41		$	36		$	53		$	18		$	27
Reductions for securities sold during the period		(2	)		(2	)		(8	)		(14	)		(1	)		(2	)
Reductions for securities the Company intends to sell or more likely than not will be required to sell					(1	)					(1	)
Ending balance of credit losses on fixed maturity securities	$	28		$	38		$	28		$	38		$	17		$	25

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


									March 31, 2019				December 31, 2018
									Cost or		Estimated		Cost or		Estimated
	September 30, 2017				December 31, 2016				Amortized		Fair		Amortized		Fair
	Cost or Amortized Cost		Estimated Fair Value		Cost or Amortized Cost		Estimated Fair Value		Cost		Value		Cost		Value
(In millions)

Due in one year or less	$	1,374	$	1,404	$	1,779	$	1,828	$	1,144	$	1,155	$	1,350	$	1,359
Due after one year through five years		7,931		8,293		7,566		7,955		7,718		7,992		7,979		8,139
Due after five years through ten years		15,853		16,574		15,892		16,332		16,874		17,374		16,859		16,870
Due after ten years		13,652		15,815		13,112		14,778		12,176		14,004		11,893		13,174
Total	$	38,810	$	42,086	$	38,349	$	40,893	$	37,912	$	40,525	$	38,081	$	39,542

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.


	September 30, 2017							December 31, 2016							March 31, 2019							December 31, 2018
	Contractual/							Contractual/							Contractual/							Contractual/
	Notional		Estimated Fair Value					Notional		Estimated Fair Value					Notional		Estimated Fair Value					Notional		Estimated Fair Value
	Amount		Asset		(Liability)			Amount		Asset		(Liability)			Amount		Asset		(Liability)			Amount		Asset		(Liability)
(In millions)

With hedge designation:

Interest rate swaps	$	500													$	540	$	3	$	(1	)	$	500	$	11

Without hedge designation:

Equity markets:
Options – purchased		267	$	15					$ 223	$	14					353		7					213		18
– written		296			$	(8	)		267			$	(8	)		127				(6	)		239			$	(17	)
Futures – short		249				(1	)		225		1					50
Commodity futures – long		39							42							12							32
Embedded derivative on funds withheld liability		170				(1	)		174		3
Embedded derivative on funds
withheld liability																174				(2	)		172		4

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~~summarized in the following ~~tables:~~tables. Corporate bonds and other includes obligations of the U.S. Treasury, government-sponsored enterprises, foreign governments and redeemable preferred stock.

December 31, 2016      Level 1    Level 2      Level 3      Total
(In millions)
Fixed maturity securities:

Corporate and other bonds
        $   18,828      $ 130      $   18,958
States, municipalities and political subdivisions
        13,239      1      13,240
Asset-backed:

Residential mortgage-backed
        4,944      129      5,073
Commercial mortgage-backed
        2,027      13      2,040
Other asset-backed
        968      57      1,025
Total asset-backed
        7,939      199      8,138
U.S. Treasury and obligations of government-sponsored enterprises
     $ 93              93
Foreign government
        445           445
Redeemable preferred stock
     19              19
Fixed maturitiesavailable-for-sale
     112    40,451      330      40,893
Fixed maturities trading
        595      6      601
Total fixed maturities
     $ 112    $ 41,046      $ 336      $ 41,494

Equity securitiesavailable-for-sale
     $ 91         $ 19      $ 110
Equity securities trading
     438         1      439
Total equity securities
     $ 529    $ -      $ 20      $ 549

Short term investments
     $     3,833    $ 853           $ 4,686
Other invested assets
     55    5           60
Receivables
     1              1
Life settlement contracts
             $ 58      58
Payable to brokers
     (44 )              (44 )


March 31, 2019	Level 1			Level 2		Level 3		Total
(In millions)

Fixed maturity securities:
Corporate bonds and other	$	203		$	20,697	$	253	$	21,153
States, municipalities and political subdivisions					10,578				10,578
Asset-backed					8,610		184		8,794
Fixed maturitiesavailable-for-sale		203			39,885		437		40,525
Fixed maturities trading					72		5		77
Total fixed maturities	$	203		$	39,957	$	442	$	40,602


Equity securities	$	697		$	608	$	21	$	1,326
Short term and other		3,199			1,204				4,403
Receivables					3				3
Payable to brokers		(14	)						(14	)

December 31, 2018
Fixed maturity securities:
Corporate bonds and other	$	196		$	19,392	$	222	$	19,810
States, municipalities and political subdivisions					10,748				10,748
Asset-backed					8,787		197		8,984
Fixed maturitiesavailable-for-sale		196			38,927		419		39,542
Fixed maturities trading					151		6		157
Total fixed maturities	$	196		$	39,078	$	425	$	39,699

Equity securities	$	704		$	570	$	19	$	1,293
Short term and other		2,647			1,111				3,758
Receivables					11				11
Payable to brokers		(23	)						(23	)

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 nine~~ months ended ~~September 30, 2017~~March 31, 2019 and ~~2016:~~2018:

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

Corporate and other bonds
   $ 242    $ 1 $ 7 $ 16    $ (5 )    $ 261
States, municipalities and political subdivisions
   2       (1 )    1
Asset-backed:

Residential mortgage-backed
   134    (1 ) 5    (1 )    $ (58 ) 79
Commercial mortgage-backed
   11    23    (8 )    (2 ) 24
Other asset-backed
   45    34       (36 ) 43
Total asset-backed
   190    - (1 ) 62 $ -    (9 ) $ -    (96 ) 146          $ -
Fixed maturitiesavailable-for-sale
   434    1 6 78    (15 )    (96 ) 408
Fixed maturities trading
   6          6          (1 )
Total fixed maturities
   $ 440    $ 1 $ 6 $         78 $ -    $ (15 ) $ -    $ (96 ) $ 414          $ (1 )

Equity securitiesavailable-for-sale
   $ 19    $ (1 ) $ 1       $ 19          $ (2 )
Equity securities trading
   2    $ (1 )       1          (1 )
Total equity securities
   $ 21    $ (1 ) $ 1 $ (1 ) $         -    $ - $ -    $ - $ 20          $ (3 )

Life settlement contracts
   $ 67          $ 67
Derivative financial instruments, net
   1    $ (1 )       -

      Net Realized Gains
(Losses) and Net Change
in Unrealized Gains
(Losses)
Unrealized
Gains
(Losses)
Recognized in
Net Income
(Loss) on Level
3 Assets and
2017
Balance,
January 1
   Included in
Net Income
(Loss) Included in
OCI Purchases    Sales    Settlements Transfers
into
Level 3    Transfers
out of
Level 3 Balance,
September 30    Liabilities
Held at
September 30
(In millions)
Fixed maturity securities:

Corporate and other bonds
   $ 130    $ 1 $ 2 $ 18    $     (1)    $ (36 ) $ 15    $ (10 ) $ 119
States, municipalities and political subdivisions
   1             1
Asset-backed:

Residential mortgage-backed
   129    3 4       (18 ) 58    176
Commercial mortgage-backed
   13    (1 ) 12       (2 ) 2    24
Other asset-backed
   57    (2 ) 1 78       (6 ) 93    (75 ) 146
Total asset-backed
   199    1 4 90        -    (26 ) 153    (75 ) 346              $ -
Fixed maturitiesavailable-for-sale
   330    2 6 108        (1)    (62 ) 168    (85 ) 466
Fixed maturities trading
   6    (1 )          5          (1 )
Total fixed maturities
   $ 336    $ 1 $ 6 $ 108    $     (1)    $ (62 ) $ 168    $ (85 ) $ 471              $ (1 )

Equity securitiesavailable-for-sale
   $ 19    $ 2 $ 1    $     (3)       $ 19
Equity securities trading
   1    1          2
Total equity securities
   $ 20    $ - $ 2 $ 2    $     (3)    $ - $ -    $ - $ 21              $ -

Life settlement contracts
   $ 58    $ 6    $     (59)    $ (5 )    $ -
Derivative financial instruments, net
   -    1        (1)       -

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

Corporate and other bonds
   $ 168    $ 1 $ 14 $ 163    $ (36 ) $ (15 )    $ (34 ) $ 261
States, municipalities and political subdivisions
   2       (1 )    1
Asset-backed:

Residential mortgage-backed
   134    2 (2 ) 15    (10 )    (60 ) 79
Commercial mortgage-backed
   22    32    (17 ) $ 3    (16 ) 24
Other asset-backed
   53    2 69    (25 ) (1 ) 2    (57 ) 43
Total asset-backed
   209    2 - 116    (25 ) (28 ) 5    (133 ) 146          $ -
Fixed maturitiesavailable-for-sale
   379    3 14 279    (61 ) (44 ) 5    (167 ) 408
Fixed maturities trading
   85    5 2    (86 )    6          3
Total fixed maturities
   $ 464    $ 8 $ 14 $ 281    $   (147 ) $ (44 ) $ 5    $ (167 ) $ 414          $ 3

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

Life settlement contracts
   $ 74    $ 10    $ (17 )    $ 67          $ 2
Derivative financial instruments, net
   3    (4 )    $ (2 ) $ 3    -          (3 )


																								Unrealized
																								Gains
																								(Losses)
																								Recognized in
			Net Realized Investment																					Net Income
			Gains (Losses) and Net																					(Loss) on Level
			Change in Unrealized																					3 Assets and
			Investment Gains (Losses)														Transfers		Transfers					Liabilities
	Balance,		Included in			Included in											into		out of			Balance,		Held at
2018	January 1		Net Income			OCI			Purchases		Sales			Settlements			Level 3		Level 3			March 31		March 31
(In millions)

Fixed maturity securities:
Corporate bonds and other	$	98	$	(1	)									$	(2	)	$	5				$	100
States, municipalities and political subdivisions		1																					1
Asset-backed		335		7		$	(5	)	$	30	$	(72	)		(6	)			$	(10	)		279
Fixed maturitiesavailable-for-sale		434		6			(5	)		30		(72	)		(8	)		5		(10	)		380	$	-
Fixed maturities trading		4		3																			7		3
Total fixed maturities	$	438	$	9		$	(5	)	$	30	$	(72	)	$	(8	)	$	5	$	(10	)	$	387	$	3


Equity securities	$	22	$	(2	)																	$	20	$	(2	)

Net ~~realized and unrealized~~investment 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 nine months ended September 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 primarily~~non-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, treasury bills and ~~treasury bills.~~exchange tradedopen-end funds valued using quoted market prices. 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 was recognized as the owner and beneficiary of each individual life settlement contract by the life insurance company that issued the policy. All of the contracts have been released from escrow as of September 30, 2017. CNA derecognized the released contracts and recorded the consideration, including a note receivable, which is payable over three years and is carried at amortized cost less any valuation allowance. The note receivable of $45 million is included within Other assets on the September 30, 2017 Consolidated Condensed Balance Sheet and interest income is accreted to the principal balance of the note.

The fair value of CNA’s investments in life settlement contracts were $0 million and $58 million as of September 30, 2017 and December 31, 2016, and are included in Other assets on the Consolidated Condensed Balance Sheets. Despite the sale, the contracts were 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~~weighted average rate is calculated based on ~~the terms of the sale of the contracts to a third party; therefore the contracts are not included in the tables below.~~fair value.

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.

~~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 third quarter of 2017, Diamond Offshore evaluated six drilling rigs with indicators of impairment. Based on its assumptions and analyses, Diamond Offshore determined that the carrying values of these rigs were not impaired. If market fundamentals in the offshore oil and gas industry deteriorate further or a market recovery is delayed, additional impairment losses may be required to be recognized in future periods.

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.

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 nine months ended September 30, 2016. See Note 6 of the Consolidated Financial Statements in the Company’s Annual Report on Form~~10-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 $64 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 such as claim reserving trends and settlement practices, loss payments, pending levels of unpaid claims and product mix, as well as court decisions and 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 ~~$269~~$58 million and ~~$16~~$34 million for the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016 and $342 million and $137 million for the nine months ended September 30, 2017 and 2016.~~2018. Net catastrophe losses ~~for~~in the ~~three~~first quarter of 2019 and nine months ended September 30, 2017 included $149 million related to Hurricane Harvey, $95 million related to Hurricane Irma and $20 million related to Hurricane Maria. The remaining catastrophe losses in 20172018 related primarily to U.S. weather-related events. Catastrophe-related reinsurance reinstatement premium was $6 million for the three and nine months ended September 30, 2017. 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 of~~non-core~~ ~~operations.~~ Other Insurance Operations.


Nine Months Ended September 30	2017			2016
Three Months Ended March 31							2019			2018
(In millions)

Reserves, beginning of year:
Gross	$	22,343		$	22,663		$	21,984		$	22,004
Ceded		4,094			4,087			4,019			3,934
Net reserves, beginning of year		18,249			18,576			17,965			18,070

Net incurred claim and claim adjustment expenses:
Provision for insured events of current year		3,949			3,799			1,309			1,246
Decrease in provision for insured events of prior years		(284	)		(332	)
Increase (decrease) in provision for insured events of prior years								8			(34	)
Amortization of discount		138			134			50			47
Total net incurred (a)		3,803			3,601			1,367			1,259

Net payments attributable to:
Current year events		(560	)		(591	)		(100	)		(91	)
Prior year events		(3,401	)		(3,209	)		(1,309	)		(1,219	)
Total net payments		(3,961	)		(3,800	)		(1,409	)		(1,310	)

Foreign currency translation adjustment and other		110			39			13			(9	)

Net reserves, end of period		18,201			18,416			17,936			18,010
Ceded reserves, end of period		4,008			4,256			3,900			4,057
Gross reserves, end of period	$	22,209		$	22,672		$	21,836		$	22,067

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 loss reserve development. These changes can be favorable or unfavorable. ~~The following table and discussion present~~

~~Premium~~ development ~~can occur in the~~of $14 million and $39 million was recorded for CNA’s commercial 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 11 for further information on the premium development for the Small Business multi-peril package product and workers’ compensation policiesoperations (“Property & Casualty Operations”) for the three ~~and nine~~ months ended ~~September 30, 2017.~~March 31, 2019 and 2018.

The following table and discussion present details of the net prior year claim and ~~allocated~~ claim adjustment expense reserve development ~~(“development”):~~in CNA’s Property & Casualty Operations:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Three Months Ended March 31													2019			2018
(In millions)

Medical professional liability	$	1		$	13		$	5		$	(17	)	$	15		$	20
Other professional liability and management liability		(27	)		(48	)		(96	)		(98	)		(12	)		(34	)
Surety		(82	)		(63	)		(82	)		(63	)		(25	)		(15	)
Commercial auto		(14	)		(12	)		(40	)		(47	)		(5	)		(1	)
General liability		7			14			6			(38	)		(20	)		(8	)
Workers’ compensation		7			(6	)		(39	)		48			2			(6	)
Other		(7	)		(30	)		19			(67	)
Property and other														31			5
Total pretax (favorable) unfavorable development	$	(115	)	$	(132	)	$	(227	)	$	(282	)	$	(14	)	$	(39	)

~~2017~~Unfavorable development in medical professional liability was primarily due to higher than expected severity in accident year 2013 in CNA’s allied healthcare business.

Favorable development in other professional liability and management liability was primarily due to lower than expected claim frequency and favorable outcomes on individual claims in accident years 2017 and prior related to financial institutions. This was partially offset by unfavorable development in management liability in accident year 2014 due to large claim activity.

Favorable development in surety was due to lower than expected frequency for accident years 2016 and prior.

Favorable development in general liability was primarily due to lower than expected frequency on latent construction defect claims in multiple accident years.

Unfavorable development for property and other coverages was primarily due to higher than expected frequency and large loss activity in accident year 2018 in CNA’s marine business and higher than expected claims in Hardy on 2018 accident year catastrophes in property.

Unfavorable development in medical professional liability was primarily due to higher than expected severity in accident years 2014 and 2017 in CNA’s hospitals business.

Favorable development in other professional liability and management liability was primarily due to lower than expected claim frequency in accident years ~~2012~~2013 through 2015 ~~primarily for professional liability products.~~related to financial institutions.

Favorable development in surety ~~coverages~~was due to lower than expected loss emergence for accident years 2015 and prior.

Favorable development in general liability was primarily due to lower than expected frequency ~~of large losses in accident years 2015~~ and ~~prior.~~

~~Favorable development for commercial auto was primarily due to lower than expected~~ severity in accident years 2015 and ~~2016, as well as a large favorable recovery on a claim in accident year 2012.~~

Unfavorable development in workers’ compensation reflects the recognition of loss estimates related to favorable premium development as well as an adverse arbitration ruling related to reinsurance recoverables from older accident years.

~~Favorable development for other coverages reflects better than expected emergence in Canadianrun-off~~ ~~business in accident years 2014 and prior.~~

Unfavorable development for medical professional liability was primarily due to higher than expected frequency in accident years 2014 and 2015 in aging services. Increased claims on a specific hospital policy in accident years 2014 and 2015 was also an unfavorable contributor, although more than offset by favorable development relative to expectations in accident years 2013 and prior.

Favorable development in other professional liability and management liability was primarily related to lower than expected frequency of claims and favorable outcomes on specific claims for accident years 2010 through 2014.

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

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

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

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

Favorable development for other coverages was primarily due to better than expected claim frequency in commercial lines coverages provided to customers in accident years 2010 through 2015, favorable settlements on claims in accident years 2013 and prior and favorable emergence of expected losses on a specific claim relating to the December 2015 United Kingdom (“U.K.”) floods for property and marine. This favorable development was partially offset by higher than expected unfavorable large loss emergence in accident years 2014 and 2015.

Favorable development in other professional liability and management liability was primarily due to favorable settlements on closed claims and a lower frequency of large losses for accident years 2011 through 2016 for professional and management liability, lower than expected claim frequency in accident years 2012 through 2015 for professional liability and lower than expected severity in accident years 2014 through 2016 for professional liability.

~~Favorable development in surety coverages was primarily due to lower than expected frequency of large losses in accident years 2015 and prior.~~

~~Favorable development for commercial auto was primarily due to lower than expected severity in accident years 2013 through 2016, as well as a large favorable recovery on a claim in accident year 2012.~~

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. This was partially offset by unfavorable development related to an adverse arbitration ruling on reinsurance recoverables from older accident years as well as the recognition of loss estimates associated with favorable premium development.

~~Favorable development for other coverages was primarily due to better than expected emergence in the Canadianrun-off~~ business in accident years 2014 and prior, as well as several favorable settlements relating to large claims in the Europe Professional Indemnity portfolio. Additional favorable development related to better than expected frequency in accident years 2014 through 2016 for property and marine. This was partially offset by unfavorable development related to higher than expected severity in accident year 2015 arising from the management liability business and higher than expected severity in accident year 2016 for property and other and adverse large claims experience in the Hardy Political Risks portfolio, relating largely to accident year 2016 for other coverages.

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

Favorable development in other professional liability and management liability was primarily related to favorable settlements on closed claims in accident years 2011 through 2013 in professional services. Additional favorable development related to lower than expected frequency of claims and favorable outcomes on specific claims in accident years 2010 through 2014 in professional services. This was partially offset by unfavorable development related to a specific financial institutions claim in accident year 2014, higher severities in accident year 2015 and deterioration on credit crises-related claims in accident year 2009.

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

Favorable development for commercial auto was primarily due to favorable settlements on claims in accident years 2010 through 2014 and lower than expected severities in accident years 2012 through 2015.

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

Unfavorable development for workers’ compensation was primarily due to higher than expected severity for Defense Base Act contractors and the estimated impact of recent Florida court rulings in accident years 2008 through

~~2015. This was partially offset by favorable development related to lower than expected frequencies related to accident years 2009 through 2014.~~

Favorable development for other coverages was primarily due to better than expected claim frequency in property coverages in accident year 2015 and commercial lines coverages in accident years 2010 through 2015, better than expected loss frequency in accident years 2013 through 2015 for property and other, favorable settlements on claims in accident years 2013 and prior, better than expected severity in accident years 2013 and prior for ~~liability, favorable emergence of expected losses on a specific claim relating to~~ the December 2015 U.K. floods for property and marine and better than expected severity in accident years 2011 through 2015 for auto liability. This favorable development was partially offset by higher than expected severity from a 2015 catastrophe event for property and other and higher than expected large loss emergence in accident years 2011 through 2015.middle market construction business.

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”~~loss portfolio transfer” or “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~~In years subsequent to the effective date of the LPT, CNA recognized adverse prior year development on its A&EP reserves ~~which resulted~~resulting in additional amounts ceded under the LPT. As a result, the cumulative amounts ceded under the LPT have 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 or decreases the amounts ceded under the LPT, the proportion of actual paid recoveries to total ceded losses is ~~impacted~~affected 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 inon the Consolidated Condensed Statements of Income.

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Three Months Ended March 31													2019			2018
(In millions)

Additional amounts ceded under LPT:
Net A&EP adverse development before consideration of LPT	$	-		$	-		$	60		$	200					$	113
Provision for uncollectible third-party reinsurance on A&EP																	(16	)
Total additional amounts ceded under LPT													$	-			97
Retroactive reinsurance benefit recognized		(17	)		(12	)		(60	)		(94	)		(22	)		(57	)
Pretax impact of A&EP reserve development and the LPT	$	(17	)	$	(12	)	$	-		$	106
Pretax impact of deferred retroactive reinsurance													$	(22	)	$	40

CNA intends to complete its annual A&EP reserve review in the fourth quarter of 2019 and maintain this timing for all future annual A&EP reserve reviews. CNA completed A&EP reserve reviews in both the first and fourth quarters of 2018. Based upon CNA’s ~~annual~~2018 first quarter A&EP reserve review, net unfavorable prior year development of ~~$60 million and $200~~$113 million was recognized before consideration of cessions to the LPT for the ~~nine~~three months ended ~~September 30, 2017 and 2016.~~March 31, 2018. The ~~2017~~2018 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~~anticipated defense costs on ~~pollution claims. While this unfavorable development was ceded to NICO under the LPT, CNA’s reported earnings~~direct asbestos and environmental accounts and paid losses on assumed reinsurance exposures. Additionally, in ~~both periods were negatively affected due to the application~~2018, CNA released a portion of ~~retroactive reinsurance accounting.~~its provision for uncollectible third party reinsurance.

As of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, the cumulative amounts ceded under the LPT were ~~$2.9 billion and $2.8~~$3.1 billion. The unrecognized deferred retroactive reinsurance benefit was ~~$334~~$352 million and $374 million as of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016.~~2018 and is included within Other liabilities on the Consolidated Condensed Balance Sheets.

NICO established a collateral trust account as security for its obligations to CNA. The fair value of the collateral trust account was ~~$2.9~~$3.0 billion and ~~$2.8~~$2.7 billion as of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016.~~2018. 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 the majority of CNA’s A&EP claims.

~~In the third quarter of 2017, CNA completed a public offering of $500 million aggregate principal amount of its 3.5% senior notes due August 15, 2027~~The Company’s lease agreements primarily cover office facilities and ~~used a portion of the net proceeds to redeem the entire $350 million outstanding principal amount of its 7.4% senior notes due November 15, 2019.~~machinery and equipment and expire at various dates. The ~~redemption of the $350 million senior notes resulted in a loss of $42 million ($24 million after tax and noncontrolling interests) and is~~Company’s leases are predominantly operating leases, which are included in ~~Interest expense~~Other assets and Other liabilities on the Consolidated Condensed ~~Statements~~Balance Sheet. The Company’s lease agreements do not contain significant residual value guarantees, restrictions or covenants.

Operating lease right of ~~Income~~use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The discount rate used to determine the commencement date present value of lease payments is the interest rate implicit in the lease, or when that is not readily determinable, the Company utilizes its incremental borrowing rate. The Company’s operating lease right of use asset was $629 million and the Company’s operating lease liability was $705 million at March 31, 2019.

Operating lease cost was $30 million, variable lease cost was $4 million and short term lease cost was $2 million for the three ~~and nine~~ months ended ~~September 30, 2017.~~

In the third quarter of 2017, Diamond Offshore completed a public offering of $500 million aggregate principal amount of its 7.9% senior notes due August 15, 2025 and used the net proceeds together with cash on hand to redeem the entire $500 million outstanding principal amount of its 5.9% senior notes due May 1,March 31, 2019. ~~The redemption of this debt resulted in a loss of $35 million ($11 million after tax and noncontrolling interests) and is~~Cash paid for amounts included in ~~Interest expense on the Consolidated Condensed Statements of Income~~operating lease liabilities was $29 million for the three ~~and nine~~ months ended ~~September 30, 2017.~~March 31, 2019.

InThe table below presents the ~~first quarter~~future minimum lease payments to be made undernon-cancelable operating leases as of 2017, Boardwalk Pipeline completed a public offering of $500 million aggregate principal amount of its 4.5% senior notes due July 15, 2027 and used the net proceeds to repay the entire $275 million outstanding principal amount of its 6.3% senior notes due August 15, 2017 and to fund growth capital expenditures.

In the second quarter of 2017, 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 discussed in Note 2. 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~~2018:

The table below presents the maturities of ~~debt issuance costs, which will be amortized over~~lease liabilities:

The table below presents the ~~terms of~~weighted average remaining lease term for operating leases and weighted average discount rate used in calculating 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 September 30, 2017, Consolidated Container had no borrowings outstanding under its ABL facility.

The tables below present the changes in AOCI by component for the three ~~and nine~~ months ended ~~September 30, 2016~~March 31, 2018 and ~~2017:~~2019:

      OTTI
Gains
(Losses) Unrealized
Gains (Losses)
on Investments Cash Flow
Hedges Pension
Liability Foreign
Currency
Translation Total
Accumulated
Other
Comprehensive
Income (Loss)
(In millions)
Balance, January 1, 2016
   $ 24 $ 347 $ (3 ) $ (649 ) $ (76 ) $ (357 )
Other comprehensive income (loss) before reclassifications, after tax of $(5), $(304), $0, $0 and $0
   9 608 (58 ) 559
Reclassification of (gains) losses from accumulated other comprehensive income, after tax of $1, $12, $0, $(11) and $0
   (2 ) (17 ) 2 20 3
Other comprehensive income (loss)
   7 591 2 20 (58 ) 562
Amounts attributable to noncontrolling interests
   (1 ) (62 ) (1 ) (3 ) 6 (61 )
Balance, September 30, 2016
   $ 30 $ 876 $ (2 ) $ (632 ) $ (128 ) $ 144

Balance, January 1, 2017
   $ 27 $ 576 $ (2 ) $ (646 ) $ (178 ) $ (223 )
Other comprehensive income (loss) before reclassifications, after tax of $0, $(130), $0, $0 and $0
   228 (3 ) 94 319
Reclassification of (gains) losses from accumulated other comprehensive income, after tax of $1, $28, $0, $(13) and $0
   (3 ) (61 ) 4 26 (34 )
Other comprehensive income (loss)
   (3 ) 167 1 26 94 285
Amounts attributable to noncontrolling interests
   (18 ) (1 ) (2 ) (9 ) (30 )
Balance, September 30, 2017
   $ 24 $ 725 $ (2 ) $ (622 ) $ (93 ) $ 32


																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, 2018, as reported	$	22		$	673		$	-		$	(633	)	$	(88	)	$	(26	)
Cumulative effect adjustments from changes in accounting standards, after tax of $0, $8, $0, $0 and $0		4			98						(130	)					(28	)
Balance, January 1, 2018, as adjusted		26			771			-			(763	)		(88	)		(54	)
Other comprehensive income (loss) before reclassifications, after tax of $2, $105, $(2), $0 and $0		(10	)		(414	)		8						11			(405	)
Reclassification of (gains) losses from accumulated other comprehensive income, after tax of $0, $4, $0, $(3) and $0		1			(15	)		2			10						(2	)
Other comprehensive income (loss)		(9	)		(429	)		10			10			11			(407	)
Amounts attributable to noncontrolling interests		1			44									(1	)		44
Balance, March 31, 2018	$	18		$	386		$	10		$	(753	)	$	(78	)	$	(417	)


Balance, January 1, 2019	$	14		$	57		$	5		$	(793	)	$	(163	)	$	(880	)
Other comprehensive income (loss) before reclassifications, after tax of $(1), $(140), $2, $0 and $0		4			521			(6	)		(1	)		17			535
Reclassification of losses from accumulated other comprehensive income, after tax of $0, $(1), $0, $(2) and $0					5						9						14
Other comprehensive income (loss)		4			526			(6	)		8			17			549
Amounts attributable to noncontrolling interests					(56	)					(1	)		(2	)		(59	)
Balance, March 31, 2019	$	18		$	527		$	(1	)	$	(786	)	$	(148	)	$	(390	)

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

The Company repurchased ~~0.1~~6.8 million and ~~3.0~~9.9 million shares of Loews common stock at an aggregate ~~costs~~cost of ~~$6 million~~$322 and ~~$115~~$497 million during the three months ended March 31, 2019 and 2018.

Disaggregation of revenues–Revenue from contracts with customers, other than insurance premiums, is reported asNon-insurance warranty revenue and within Operating revenues and other on the Consolidated Condensed Statements of Income. The following table presents revenues from contracts with customers disaggregated by revenue type along with the reportable segment and a reconciliation to Operating revenues and other as reported in Note 11:

Receivables from contracts with customers – As of March 31, 2019 and December 31, 2018, receivables from contracts with customers were approximately $446 million and $434 million and are included within Receivables on the Consolidated Condensed Balance Sheets.

Deferred revenue – As of March 31, 2019 and December 31, 2018, deferred revenue resulting from contracts with customers was approximately $3.5 billion and is reported as Deferrednon-insurance warranty revenue and within Other liabilities on the Consolidated Condensed Balance Sheets. Approximately $285 million and $268 million of revenues recognized during the three months ended March 31, 2019 and 2018 were included in deferred revenue as of December 31, 2018 and 2017.

Performance obligations– As of March 31, 2019, approximately $13.2 billion of estimated operating revenues is expected to be recognized in the future related to outstanding performance obligations. The balance relates primarily to revenues for transportation and storage of natural gas and NGLs at Boardwalk Pipeline andnon-insurance warranty services at CNA. Approximately $1.9 billion will be recognized during the remaining nine months ~~ended September 30, 2017~~of 2019, $1.9 billion in 2020 and ~~2016.~~the remainder in following years. The actual timing of recognition may vary due to factors outside of the Company’s control. The Company has elected to exclude variable consideration related entirely to wholly unsatisfied performance obligations and contracts where revenue is recognized based upon the right to invoice the customer. Therefore, the estimated operating revenues exclude contract drilling dayrate revenue at Diamond Offshore and interruptible service contract revenue at Boardwalk Pipeline.

The Company ~~has~~and its subsidiaries have severalnon-contributory defined benefit plans and postretirement benefit plans covering eligible employees and retirees.

The following table presents the components of net periodic ~~benefit~~(benefit) cost for the plans:


	Pension Benefits												Pension Benefits						Other Postretirement Benefits
	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Three Months Ended March 31													2019			2018			2019			2018
(In millions)

Service cost	$	2		$	2		$	6		$	6		$	2		$	2
Interest cost		30			33			89			97			29			27		$	1		$	1
Expected return on plan assets		(43	)		(45	)		(129	)		(133	)		(40	)		(45	)		(1)			(1	)
Amortization of unrecognized net loss		10			11			32			34			11			11
Amortization of unrecognized prior service benefit																							(1	)
Settlement charge		7			1			10			3						4
Net periodic benefit cost	$	6		$	2		$	8		$	7
Net periodic (benefit) cost													$	2		$	(1	)	$	-	��	$	(1	)


	Other Postretirement Benefits
	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
(In millions)

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

On May 25, 2018, plaintiffs Tsemach Mishal and Paul Berger (on behalf of ~~2016,~~themselves and the purported class, “Plaintiffs”) initiated a purported class action in the Court of Chancery of the State of Delaware (the “Court”) against the following defendants: Boardwalk Pipeline, Boardwalk GP, LP (“General Partner”), Boardwalk GP, LLC and Boardwalk Pipelines Holding Corp. (“BPHC”) (together, “Defendants”), regarding the potential exercise by the General Partner of its right to purchase all of the issued and outstanding common units representing limited partnership interests in Boardwalk Pipeline not already owned by the General Partner or its affiliates.

On June 25, 2018, Plaintiffs and Defendants entered into a Stipulation and Agreement of Compromise and Settlement, subject to the approval of the Court (the “Proposed Settlement”). Under the terms of the Proposed Settlement, the lawsuit would be dismissed, and related claims against the Defendants would be released by the Plaintiffs, if BPHC, the sole member of the General Partner, elected to cause the General Partner to exercise its right to purchase the issued and outstanding common units of Boardwalk Pipeline as determined by Boardwalk Pipeline’s Third Amended and Restated Agreement of Limited Partnership, as amended (“Limited Partnership Agreement”), within a period specified by the Proposed Settlement. On June 29, 2018, the General Partner elected to exercise its right to purchase all of the issued and outstanding common units representing limited partnership interests in Boardwalk Pipeline not already owned by the General Partner or its affiliates pursuant to the Limited Partnership Agreement within the period specified by the Proposed Settlement. The transaction was completed on July 18, 2018.

On September 28, 2018, the Court denied approval of the Proposed Settlement. On February 11, 2019, a substitute verified class action complaint was filed ~~against CCC, Continental Assurance~~in this proceeding, among other things, naming the Company ~~(“CAC”), CNA, the Investment Committee of the CNA 401(k) Plus Plan (“Plan”),~~as a defendant. The ~~Northern Trust Company and John Does1-10~~ ~~(collectively “Defendants”) related~~Court has established a briefing schedule for a motion to the Plan. The complaint alleges that Defendants breached fiduciary duties to the Plan and caused prohibited transactions in violation of the Employee Retirement Income Security Act of 1974 when the Plan’s Fixed Income Fund’s annuity contract with CAC was canceled. The plaintiff alleges hedismiss and a proposed class of the Plan participants who had invested in the Fixed Income Fund suffered lower returns in their Plan investments as a consequence of these alleged violations and seeks relief on behalf of the putative class. CCC and the other defendants are contesting the case and no classhearing has been ~~certified. The Plan trustees have provided notice to their fiduciary coverage insurance carriers. Progress on the litigation has been limited as the parties are currently~~scheduled in ~~mediation.~~

~~Based on information currently available and CNA’s assessment~~July of the mediation, CNA has recorded its best estimate of probable loss, however, it is reasonably possible that the ultimate liability may differ from that amount given the inherent uncertainty involved in this matter. After consideration of available insurance coverage, the Company 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 any additional loss, if any, and insurance recovery, if any, may differ.2019.

The Company and its subsidiaries are from time to time parties to other litigation arising in the ordinary course of business. ~~The~~While it is difficult to predict the outcome or effect of any such litigation, management does not believe that the outcome of ~~this~~any such pending 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 ~~September 30, 2017,~~

March 31, 2019, the aggregate amount related to quantifiable guarantees was $375 million and the aggregate amount related to quantifiable indemnification agreements was ~~$254~~$252 million. In certain cases, should CNA be required to make payments under any such guarantee, it would have the right to seek reimbursement 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 ~~September 30, 2017,~~March 31, 2019, 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 ~~September 30, 2017,~~March 31, 2019, the potential amount of future payments CNA could be required to pay under these guarantees was approximately ~~$1.8~~$1.7 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 determined that it would voluntarily issue premium refunds along with interest on affected policies. After the rating errors were identified, written and earned premium have been reported net of any impact from the premium rate adjustments. There was no premium development impact for the three months ended September 30, 2017 and $37 million of adverse premium development was recognized as a result of the rating errors for the nine months ended September 30, 2017. CNA’s pretax income was reduced by $1 million and $7 million for the three and nine months ended September 30, 2017 for interest due to policyholders on the premium rate adjustments.

The policyholder refunds for the multi-package product were issued in the quarter ended September 30, 2017. The estimated refund liability for the workers’ compensation policies as of September 30, 2017 was $61 million including interest. 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 Company has five reportable segments comprised of four individual operating subsidiaries, CNA, Diamond Offshore, Boardwalk Pipeline and Loews Hotels & Co; and the Corporate ~~segment.~~segment, which includes operations of Consolidated Container. Each of the operating subsidiaries ~~are~~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. ~~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.~~2018.

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 September 30, 2017	CNA Financial			Diamond Offshore			Boardwalk Pipeline			Loews Hotels & Co			Corporate		Total
																	CNA			Diamond			Boardwalk			Loews
Three Months Ended March 31, 2019																	Financial			Offshore			Pipeline			Hotels & Co			Corporate			Total
(In millions)

Revenues:

Insurance premiums	$	1,806													$	1,806	$	1,803														$	1,803
Net investment income		509											$	48		557		571		$	2								$	84			657
Investment gains		16														16		31															31
Contract drilling revenues				$	357											357
Other revenues		110			11		$	301		$	162			201		785
Non-insurance warranty revenue																		281															281
Operating revenues and other																		9			234		$	346		$	180			216			985
Total		2,441			368			301			162			249		3,521		2,695			236			346			180			300			3,757

Expenses:

Insurance claims and policyholders’ benefits		1,480														1,480		1,357															1,357
Amortization of deferred acquisition costs		309														309		342															342
Contract drilling expenses					198											198
Other operating expenses		379			109			191			147			221		1,047
Non-insurance warranty expense																		260															260
Operating expenses and other																		284			283			195			156			231			1,149
Interest		83			64			41			7			28		223		34			30			45			5			27			141
Total		2,251			371			232			154			249		3,257		2,277			313			240			161			258			3,249
Income (loss) before income tax		190			(3	)		69			8			-		264		418			(77	)		106			19			42			508
Income tax (expense) benefit		(44	)		14			(18	)		(4	)				(52)		(77	)		6			(27	)		(6	)		(8	)		(112	)
Net income		146			11			51			4			-		212
Net income (loss)																		341			(71	)		79			13			34			396
Amounts attributable to noncontrolling interests		(16	)		(5	)		(34	)							(55)		(36	)		34												(2	)
Net income attributable to Loews Corporation	$	130		$	6		$	17		$	4		$	-	$	157
Net income (loss) attributable to Loews Corporation																	$	305		$	(37	)	$	79		$	13		$	34		$	394

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

Insurance premiums
           $     1,767         $     1,767
Net investment income
   524     $         1         $     36 561
Investment gains
   45 45
Contract drilling revenues
   340 340
Other revenues
   97 9         $     306         $     161 1 574
Total
   2,433 350 306 161 37 3,287
Expenses:

Insurance claims and policyholders’ benefits
   1,202 1,202
Amortization of deferred acquisition costs
   314 314
Contract drilling expenses
   187 187
Other operating expenses
   402 108 212 151 25 898
Interest
   39 19 48 6 18 130
Total
   1,957 314 260 157 43 2,731
Income (loss) before income tax
   476 36 46 4 (6 ) 556
Income tax (expense) benefit
   (132 ) (22 ) (9 ) (1 ) 1 (163)
Net income (loss)
   344 14 37 3 (5 ) 393
Amounts attributable to noncontrolling interests
   (36 ) (7 ) (23 ) (66)
Net income (loss) attributable to Loews Corporation
           $     308     $     7         $     14         $     3         $ (5 )         $     327

Nine Months Ended September 30, 2017    CNA
Financial Diamond
Offshore Boardwalk
Pipeline Loews
Hotels & Co Corporate Total
(In millions)
Revenues:

Insurance premiums
           $     5,185         $     5,185
Net investment income
   1,529     $         1         $     109 1,639
Investment gains
   93 93
Contract drilling revenues
   1,113 1,113
Other revenues
   329 30         $     987         $     510 294 2,150
Total
   7,136 1,144 987 510 403 10,180
Expenses:

Insurance claims and policyholders’ benefits
   4,053 4,053
Amortization of deferred acquisition costs
   926 926
Contract drilling expenses
   598 598
Other operating expenses
   1,086 414 646 443 389 2,978
Interest
   166 119 131 20 68 504
Total
   6,231 1,131 777 463 457 9,059
Income (loss) before income tax
   905 13 210 47 (54 ) 1,121
Income tax (expense) benefit
   (226 ) 35 (46 ) (23 ) 20 (240)
Net income (loss)
   679 48 164 24 (34 ) 881
Amounts attributable to noncontrolling interests
   (71 ) (23 ) (104 ) (198)
Net income (loss) attributable to Loews Corporation
           $     608         $     25         $     60         $     24         $     (34)         $     683


Nine Months Ended September 30, 2016	CNA Financial			Diamond Offshore			Boardwalk Pipeline			Loews Hotels & Co			Corporate			Total
																		CNA			Diamond			Boardwalk			Loews
Three Months Ended March 31, 2018																		Financial			Offshore			Pipeline			Hotels & Co			Corporate			Total
(In millions)

Revenues:

Insurance premiums	$	5,196														$	5,196	$	1,785														$	1,785
Net investment income		1,461		$	1								$	108			1,570		490		$	2								$	14			506
Investment gains (losses)		30			(12	)											18
Contract drilling revenues					1,141												1,141
Other revenues		297			69		$	961		$	513			2			1,842
Investment gains																			9															9
Non-insurance warranty revenue																			238															238
Operating revenues and other																			13			297		$	337		$	183			213			1,043
Total		6,984			1,199			961			513			110			9,767		2,535			299			337			183			227			3,581

Expenses:

Insurance claims and policyholders’ benefits		3,949															3,949		1,339															1,339
Amortization of deferred acquisition costs		926															926		296															296
Contract drilling expenses					598												598
Other operating expenses		1,158			1,082			615			479			82			3,416
Non-insurance warranty expense																			216															216
Operating expenses and other																			302			296			198			156			232			1,184
Interest		127			69			136			17			54			403		35			28			44			7			27			141
Total		6,160			1,749			751			496			136			9,292		2,188			324			242			163			259			3,176
Income (loss) before income tax		824			(550	)		210			17			(26	)		475		347			(25	)		95			20			(32	)		405
Income tax (expense) benefit		(203	)		78			(44	)		(10	)		8			(171)		(55	)		44			(12	)		(7	)		5			(25	)
Net income (loss)		621			(472	)		166			7			(18	)		304		292			19			83			13			(27	)		380
Amounts attributable to noncontrolling interests		(64	)		228			(104	)								60		(31	)		(9	)		(47	)								(87	)
Net income (loss) attributable to Loews Corporation	$	557		$	(244)		$	62		$	7		$	(18)		$	364	$	261		$	10		$	36		$	13		$	(27	)	$	293

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.~~2018. This MD&A is comprised of the following sections:

We are a holding company and have five reportable segments comprised of 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~~the Corporate segment. The ~~results of~~ operations of Consolidated Container Company LLC ~~since the acquisition date~~(“Consolidated Container”) 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 1314 of the Consolidated Financial Statements in our Annual Report on Form10-K for the year ended December 31, ~~2016)~~2018) 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 nine~~ months ended ~~September 30, 2017~~March 31, 2019 and ~~2016:~~2018:


	Three Months Ended September 30,					Nine Months Ended September 30,
	2017		2016			2017			2016
Three Months Ended March 31												2019		2018
(In millions, except per share data)

CNA Financial	$	130	$	308		$	608		$	557		$	305	$	261
Diamond Offshore		6		7			25			(244	)		(37)		10
Boardwalk Pipeline		17		14			60			62			79		36
Loews Hotels & Co		4		3			24			7			13		13
Corporate				(5	)		(34	)		(18	)		34		(27)
Net income attributable to Loews Corporation	$	157	$	327		$	683		$	364		$	394	$	293


Basic net income per share	$	0.46	$	0.97		$	2.03		$	1.08
Basic and diluted net income per common share												$	1.27	$	0.89


Diluted net income per share	$	0.46	$	0.97		$	2.02		$	1.08

Net income attributable to Loews Corporation for the three months ended ~~September 30, 2017~~March 31, 2019 was ~~$157~~$394 million, or ~~$0.46~~$1.27 per share, compared to ~~$327~~$293 million, or ~~$0.97~~$0.89 per share in the 2016 period. Net income attributable to Loews Corporation for the nine months ended September 30, 2017 was $683 million, or $2.02 per share, compared to $364 million, or $1.08 per share, in the 2016comparable 2018 period.

Net income for the three months ended September 30, 2017 included several significant items. In the third quarter of 2017, the Company incurred $170 million of net catastrophe losses at CNA as compared to $10 million in 2016, and a loss of $35 million in the aggregate on the early redemption of debt at CNA and Diamond Offshore. Excluding these significant items, earningsMarch 31, 2019 increased ~~$25 million as compared to~~from the prior year period ~~mainly~~ due to higher earnings atcontributed by CNA ~~Diamond Offshore~~ and ~~improved results from the~~Boardwalk Pipeline as well as higher parent company net investment ~~portfolio.~~

~~Net~~income. These increases were partially offset by an income for the nine months ended September 30, 2017 included the aggregate debt redemption loss discussed above, net catastrophe losses at CNA of $213 million in 2017 as compared with $85 million in 2016, a loss on the sale of a processing facility at Boardwalk Pipeline of $15 million in 2017 and asset impairment chargesdecline at Diamond Offshore of $23 million in 2017 as compared with $267 million in 2016. Excluding these items, earnings increased $253 million mainly due to higher earnings at CNA, Diamond Offshore and Loews Hotels & Co.Offshore.

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

The following table summarizes the results of operations for CNA for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018 as presented in Note 1211 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,~~gains (losses), see the Investments section of this MD&A.


	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Three Months Ended March 31														2019		2018
(In millions)

Revenues:
Insurance premiums	$	1,806		$	1,767		$	5,185		$	5,196		$	1,803	$	1,785
Net investment income		509			524			1,529			1,461			571		490
Investment gains		16			45			93			30			31		9
Non-insurance warranty revenue														281		238
Other revenues		110			97			329			297			9		13
Total		2,441			2,433			7,136			6,984			2,695		2,535
Expenses:
Insurance claims and policyholders’ benefits		1,480			1,202			4,053			3,949			1,357		1,339
Amortization of deferred acquisition costs		309			314			926			926			342		296
Non-insurance warranty expense														260		216
Other operating expenses		379			402			1,086			1,158			284		302
Interest		83			39			166			127			34		35
Total		2,251			1,957			6,231			6,160			2,277		2,188
Income before income tax		190			476			905			824			418		347
Income tax expense		(44	)		(132	)		(226	)		(203	)		(77)		(55)
Net income		146			344			679			621			341		292
Amounts attributable to noncontrolling interests		(16	)		(36	)		(71	)		(64	)		(36)		(31)
Net income attributable to Loews Corporation	$	130		$	308		$	608		$	557		$	305	$	261

Net income ~~decreased $178~~attributable to Loews Corporation increased $44 million for the three months ended ~~September 30, 2017~~March 31, 2019 as compared with the ~~2016 period,~~2018 period. Net income increased due to higher net investment income driven by ~~significantly~~limited partnership and common stock returns and higher net ~~catastrophe losses in the current year period, a loss of $24 million (after tax and noncontrolling interests) on the early redemption of debt in 2017 and lower net realized~~ investment ~~results. These decreases were~~gains, partially offset by ~~improvednon-catastrophe~~ ~~current accident year~~lower underwriting ~~results. Favorable net~~income reflecting higher catastrophe losses and lower favorable prior year ~~development of $134 million and $137 million~~development. In addition, there was recorded in the three months ended September 30, 2017 and 2016. Further information on net prior year development is included in Note 6 of the Notes to Consolidated Condensed Financial Statements included under Item 1.

~~Net income increased $51 million for the nine months ended September 30, 2017 as compared with the 2016 period primarily due to lower~~ adverse prior year reserve development recorded for the three months ended March 31, 2018 under the 2010 asbestos and environmental pollution (“A&EP”) loss portfolio transfer ~~improvednon-catastrophe~~ current accident year underwriting results, higher net investment income and improved net realized investment results. These increases were partially offset by significantly higher net catastrophe lossesas further discussed in Note 4 of the Notes to Consolidated Condensed Financial Statements included under Item 1. Earnings in 2019 also benefited from favorable persistency in the current year period, lower favorable net prior year loss reserve development and a loss of $24 million (after tax and noncontrolling interests) on the early redemption of debt in 2017. Favorable net prior year development of $229 million and $309 million was recorded in the nine months ended September 30, 2017 and 2016.

CNA’s ~~core business is its~~Property & Casualty and Other Insurance Operations

CNA’s commercial property and casualty insurance operations ~~that~~(“Property & Casualty Operations”) include its Specialty, Commercial and International lines of business. CNA’s~~non-core~~ ~~operations~~ Other Insurance Operations outside of Property & Casualty 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~~Property & Casualty Operations and~~non-core~~ ~~operations~~ Other Insurance 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~~core income (loss) financial measure. ~~Net operating~~Core 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.~~guidance and (iv) deferred tax asset and liability remeasurement as a result of an enacted U.S. federal tax rate change. In addition, core income (loss) excludes the effects of noncontrolling interests. The calculation of ~~net operating~~core income (loss) excludes net ~~realized~~ investment gains or losses because net ~~realized~~ investment gains or losses ~~are largely discretionary, except for some losses related to other than temporary impairments (“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~~Core 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,~~Property & 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.~~changes. For certain products within Small Business, where quantifiable, rate includes the influence of new business as well. 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~~Renewal premium change, rate and retention presented for the prior ~~year is~~period are 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~~Property & Casualty Operations for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2019 and ~~2016:~~2018:

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

Net written premiums
   $ 733 $ 684 $ 207 $ 1,624
Net earned premiums
   704 719 210 1,633
Net investment income
   140 175 13 328
Net operating income
   175 102 18 295
Net realized investment gains
   5 8 4 17
Net income
   180 110 22 312
Other performance metrics:

Loss and loss adjustment expense ratio
   46.8 % 62.2 % 55.4 % 54.7 %
Expense ratio
   32.5 37.1 37.8 35.2
Dividend ratio
   0.6 0.5 0.5
Combined ratio
   79.9 % 99.8 % 93.2 % 90.4 %

Rate
   0 % (3 )% (1 )% (1 )%
Renewal premium change
   2 5 (1 ) 3
Retention
   88 84 74 84
New business
   $ 66 $ 135 $ 67 $ 268
Nine Months Ended September 30, 2017
Net written premiums
   $ 2,100 $ 2,169 $ 664 $ 4,933
Net earned premiums
   2,056 2,097 629 4,782
Net investment income
   407 482 38 927
Net operating income (loss)
   420 210 (7 ) 623
Net realized investment gains
   15 20 13 48
Net income
   435 230 6 671
Other performance metrics:

Loss and loss adjustment expense ratio
   55.5 % 70.1 % 70.6 % 63.9 %
Expense ratio
   31.8 35.3 37.2 34.0
Dividend ratio
   0.1 0.5 0.3
Combined ratio
   87.4 % 105.9 % 107.8 % 98.2 %

Rate
   0 % 0 % 0 % 0 %
Renewal premium change
   2 1 1 1
Retention
   89 86 78 86
New business
   $ 187 $ 429 $ 207 $ 823
Nine Months Ended September 30, 2016
Net written premiums
   $     2,108 $     2,172 $ 637 $     4,917
Net earned premiums
   2,088 2,103 605 4,796
Net investment income
   380 465 38 883
Net operating income (loss)
   436 251 (1 ) 686
Net realized investment gains
   1 1 10 12
Net income
   437 252 9 698
Other performance metrics:

Loss and loss adjustment expense ratio
   52.6 % 64.6 % 65.2 % 59.4 %
Expense ratio
   32.0 36.7 38.2 34.9
Dividend ratio
   0.3 0.4 0.3
Combined ratio
   84.9 % 101.7 % 103.4 % 94.6 %

Rate
   1 % (2 )% (1 )% (1 )%
Renewal premium change
   2 4 (1 ) 2
Retention
   88 84 78 85
New business
   $ 192 $ 418 $ 189 $ 799

Total net written premiums decreased ~~$25~~$7 million for the three months ended ~~September 30, 2017~~March 31, 2019 as compared with the ~~2016~~2018 period. Net written premiums for ~~Specialty~~International decreased ~~$28~~$36 million ~~partially offset by a $3 million increase for Commercial and net written premiums were consistent for International~~ for the three months ended ~~September 30, 2017~~March 31, 2019 as compared with the ~~2016~~2018 period. ~~The decrease~~Excluding the effects of foreign currency exchange rates, net written premiums decreased $23 million, or 8%, for ~~Specialty was largely~~the three months ended March 31, 2019 as compared with the 2018 period driven by the ~~timing~~strategic exit from certain Hardy business classes in the fourth quarter of ~~certain renewals. Renewal~~2018 and a higher level of ceded reinsurance. Net written premiums for Commercial increased $17 million for the three months ended March 31, 2019 as compared with the 2018 period driven by positive renewal premium change ~~was flat. Retention remained strong at 89%~~partially offset by a higher level of ceded reinsurance and lower new ~~business was at relatively consistent levels. The increase~~business. Net written premiums for ~~Commercial was~~Specialty increased $12 million for the three months ended March 31, 2019 as compared with the same period in 2018 driven by strong retention, higher new business ~~within Middle Markets, as well as strong retention~~ and positive renewal premium change. The ~~change~~increase in net earned premiums was consistent with the trend in net written ~~premiums.~~premiums in recent quarters for International for the three months ended March 31, 2019 as compared with the 2018 period. The increase in net earned premiums was consistent with the trend in net written premiums for Commercial for the three months ended March 31, 2019 as compared with the 2018 period. The decrease in net earned premiums was consistent with the trend in net written premiums in recent quarters for Specialty.

~~Total net operating~~Core income decreased ~~$146~~$13 million for the three months ended ~~September 30, 2017~~March 31, 2019 as compared with the ~~2016 period. The decrease in net operating income was~~2018 period primarily due to ~~significantly higher net catastrophe losses in the current year period~~lower underwriting income, partially offset by ~~improvednon-catastrophe~~ ~~current accident year underwriting results. Catastrophe~~higher net investment income driven by higher limited partnership and common stock returns.

Net catastrophe losses were ~~$170~~$58 million ~~including $4 million from reinsurance reinstatement premium (after tax and noncontrolling interests)~~ for the three months ended ~~September 30, 2017~~March 31, 2019 as compared ~~to $10~~with $34 million ~~(after tax and noncontrolling interests)~~ in the ~~2016~~2018 period. For the three months ended March 31, 2019 and 2018, Specialty had net catastrophe losses of $12 million and $3 million, Commercial had net catastrophe losses of $40 million and $29 million and International had net catastrophe losses of $6 million and $2 million.

Favorable net prior year loss reserve development of ~~$134~~$14 million and ~~$137~~$39 million was recorded for the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016.~~2018. For the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, Specialty recorded favorable net prior year loss reserve development of ~~$112~~$20 million ~~for each period,~~and $30 million, Commercial recorded favorable net prior year loss reserve development of ~~$18~~$8 million and $8$9 million and International recorded ~~favorable~~unfavorable net prior year loss reserve development of $4$14 million and ~~$17~~$0 million. Further information on net prior year development is included in Note 64 of the Notes to Consolidated Condensed Financial Statements included under Item 1.

Specialty’s combined ratio increased ~~2.4~~4.8 points for the three months ended ~~September 30, 2017~~March 31, 2019 as compared with the ~~2016 period.~~same period in 2018. The loss ratio increased 4.0 points driven by higher net catastrophe losses which were $38 million, or 5.4 points of the loss ratio, for the three months ended September 30, 2017 as compared with $1 million, or 0.2 points of the loss ratio, for the 2016 period. The loss ratio, excluding catastrophes and development, improved 1.3 points. Specialty’s expense ratio improved 1.2 points for the three months ended September 30, 2017 as compared with the 2016 period reflecting both CNA’s ongoing efforts to improve productivity and the actions undertaken in last year’s third and fourth quarters to reduce expenses.

Commercial’s combined ratio increased 17.4 points for the three months ended September 30, 2017 as compared with the 2016 period. The loss ratio increased 20.2 points driven by higher net catastrophe losses partially offset by improved~~non-catastrophe~~ current accident year underwriting results. Net catastrophe losses were $173 million, or 23.9 points of the loss ratio, for the three months ended September 30, 2017, as compared with $12 million, or 1.6 points of the loss ratio, for the 2016 period. The loss ratio, excluding catastrophes and development, improved 1.2 points. The expense ratio improved 2.8 points for the three months ended September 30, 2017 as compared with the 2016 period reflecting both CNA’s ongoing efforts to improve productivity and the actions undertaken in last year’s third and fourth quarters to reduce expenses.

International’s combined ratio increased 32.7 points for the three months ended September 30, 2017 as compared with the 2016 period. The loss ratio increased 33.0 points driven by higher net catastrophe losses and lower favorable net prior year loss reserve development. Net catastrophe losses were $58 million, or 27.5 points of the loss ratio, for the three months ended September 30, 2017 as compared with $3 million, or 1.5 points of the loss ratio, for the 2016 period. The loss ratio, excluding catastrophes and development, was 0.5 points higher than the prior year period. International’s expense ratio improved 0.3 points.

Total net written premiums increased $16 million for the nine months ended September 30, 2017 as compared with the 2016 period. Net written premiums for International increased $27 million for the nine months ended September 30, 2017 as compared with the 2016 period due to higher new business and positive renewal premium change. Net written premiums for Specialty decreased $8 million for the nine months ended September 30, 2017 as compared with the 2016 period driven by lower new business. Net written premiums for Commercial decreased $3 million for the nine months ended September 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 11 to the Consolidated Condensed Financial Statements under Item 1. This was partially offset by higher new business within Middle Markets, strong retention and positive renewal premium change. The change in net earned premiums was consistent with the trend in net written premiums.

Total net operating income decreased $63 million for the nine months ended September 30, 2017 as compared with the 2016 period. The decrease in net operating income was due to significantly higher net catastrophe losses in the current year period and lower favorable net prior year loss reserve development, partially offset by improved~~non-catastrophe~~ current accident year underwriting results and higher net investment income. In addition, results reflect the favorable period over period effect of foreign currency exchange. Catastrophe losses were $213 million including $4 million from reinsurance reinstatement premium (after tax and noncontrolling interests) for the nine months ended September 30, 2017 as compared to catastrophe losses of $85 million (after tax and noncontrolling interests) for the 2016 period.

Favorable net prior year development of $229 million and $309 million was recorded for the nine months ended September 30, 2017 and 2016. For the nine months ended September 30, 2017 and 2016, Specialty recorded favorable net prior year development of $176 million and $229 million. Commercial recorded favorable net prior year loss reserve development of $65 million and unfavorable premium development of $27 million for the nine months ended September 30, 2017 as compared with favorable net prior year loss reserve development of $37 million and favorable premium development of $7 million for the 2016 period. International recorded favorable net prior year development of $15 million and $36 million for the nine months ended September 30, 2017 and 2016. 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 2.5 points for the nine months ended September 30, 2017 as compared with the 2016 period. The loss ratio increased 2.9~~3.0 points primarily due to lower favorable net prior year loss reserve development and higher net catastrophe losses. Net catastrophe losses were $47 million, or 2.3 points of the loss ratio, for the nine months ended September 30, 2017 as compared with $14 million, or 0.7 points of the loss ratio, for the 2016 period. The ~~loss ratio, excluding catastrophes and development, improved 1.0 point. Specialty’s~~ expense ratio ~~improved 0.2~~increased 1.8 points for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 as compared with the ~~2016 period.~~same period in 2018 driven by higher acquisition expenses and lower net earned premiums.

Commercial’s combined ratio increased 4.2 points for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 as compared ~~with~~to the ~~2016~~2018 period. The loss ratio increased ~~5.5~~3.9 points ~~primarily~~ driven by ~~higher net catastrophe losses which were $235 million, or 11.1 points of~~ the ~~loss~~current accident year. The expense ratio for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2019 increased 0.3 points as compared with ~~$95 million, or 4.6 points of~~ the ~~loss ratio, for the 2016~~2018 period. The loss ratio, excluding catastrophes and development, improved 0.9 points. Excluding the impact of the Small Business premium rate adjustment the expense ratio improved 2.6 points reflecting both CNA’s ongoing efforts to improve productivity and the actions undertaken in last year’s third and fourth quarters to reduce expenses.

International’s combined ratio increased ~~4.4~~5.3 points for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 as compared with the ~~2016~~2018 period. The loss ratio increased ~~5.4~~4.4 points, primarily due to ~~lower favorable~~unfavorable net prior year loss reserve ~~development and higher net catastrophe losses. Net catastrophe losses were $60 million, or 10.3~~development. The expense ratio increased 0.9 points ~~of the loss ratio,~~ for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 as compared with ~~$28 million, or 4.7 points of~~ the ~~loss ratio, for the 2016 period. The loss ratio, excluding catastrophes and development, improved 4.5 points. International’s expense ratio improved 1.0 point primarily due to~~2018 period driven by higher ~~net earned premiums.~~acquisition costs.

The following table summarizes the results of CNA’s~~non-core~~ ~~operations~~ Other Insurance Operations for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2019 and ~~2016:~~2018:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
Three Months Ended March 31													2019		2018
(In millions)

Net earned premiums	$	136		$	134		$	404		$	401		$	130	$	134
Net investment income		201			196			602			578			211		205
Net operating loss		(29	)		(14	)		(71	)		(145	)
Net realized investment gains		2			10			8			4
Net loss		(27	)		(4	)		(63	)		(141	)
Core income (loss)														4		(46)

~~The net loss~~Core income was ~~$27~~$4 million for the three months ended ~~September 30, 2017,~~March 31, 2019, an increase of ~~$23~~$50 million as compared with the ~~2016~~2018 period. This increase was driven by a loss of $24 million (after tax and noncontrolling interests) on the early redemption of debt in 2017, as discussed in Note 7 of the Notes to Consolidated Condensed Financial Statements

The 2018 period included ~~under Item 1. The long term care business continued to produce results generally in line with the 2015 reset assumptions.~~

~~The~~adverse net ~~loss was $63 million for the nine months ended September 30, 2017, an improvement of $78 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, as further discussed in Note 64 of the Notes to Consolidated Condensed Financial Statements included under Item 1. ~~In addition, the improvement also reflects favorable morbidity partially offset by unfavorable persistency in~~Persistency within the long term care business ~~and~~for the three months ended March 31, 2019 benefited from a ~~loss~~high proportion of ~~$24 million (after tax and noncontrolling interests) on the early redemption~~policyholders choosing to lapse coverage or reduce benefits in lieu of ~~debt~~premium rate increases. Morbidity continues to trend in ~~2017.~~line with expectations.

The following table reconciles core income (loss) to net income attributable to Loews Corporation for the CNA segment for the three months ended March 31, 2019 and 2018:

~~Overall fundamentals~~Brent crude oil closed 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 Form~~high~~10-K~~$60-per-barrel ~~for the year ended December 31, 2016. Volatility in oil price is attributable to multiple factors, including fluctuations in the current and expected~~ level ~~of global oil inventories and estimates of global oil demand, production cuts by the Organization of the Petroleum Exporting Countries (which have been extended until~~at the end of the first quarter of ~~2018)~~2019, averagingmid-$60 per barrel for the quarter. Demand and offshore utilization continued to increase during the ~~impact~~first quarter of ~~hurricanes and tropical storms~~2019, with industry-wide floater utilization averaging near 65% at the end of March 2019, based on analyst reports. However, dayrates remain low compared to previous periods, as the increase in the U.S. Gulf of Mexico. In addition, some U.S. shale producers have resumed drilling and production activities due to their ability to quickly and more inexpensively bring oil reserves to production and therefore benefit from modestly-improved commodity prices. This has prevented crude oil prices from ~~rising through typical supply~~earlier lows has not resulted in significantly higher dayrates. Industry analysts indicate that, historically, utilization rates must increase to the 80%-range before pricing power shifts to the drilling contractor from the customer. There is some optimism within the industry, and ~~demand economics~~among analysts, that offshore contract drilling activity will increase over the next two years, as additional capital investments in offshore projects are made and cost efficiencies are achieved.

During 2018 and continuing into 2019, there has been an increase in contract tenders for 2020 and 2021 floater project commencements, primarily for work in the North Sea and Australia markets. Industry analysts also predict that there will be additional opportunities in the West Africa market in the near term. Presently, many of these tenders have been limited to ~~a more sustainable level~~single-well jobs, with options for ~~offshore exploration and development. As a result, capital spending for offshore exploration and development continued to decline in 2017, with annual capital spending estimated by~~future wells. Although some ~~industry analysts~~geographic areas appear to be ~~up to 20% lower than reduced 2016 capital spending levels. If these market estimates are realized, it would represent three consecutive years~~improving, other markets show little or no sign of ~~decline in offshore spending.~~recovery at this time.

~~Some~~From a supply perspective, industry analysts have ~~predicted~~reported that despite a decrease in the ~~downturn is leveling off; however,~~global supply of floater rigs over the past four years, the offshore contract drilling market remains oversupplied. Rig attrition has slowed in 2019, with only three floaters having been ~~slow to recover and is not yet at the recovery stage. Customer inquiries and new tenders have increased~~retired during 2017, compared to 2016, but are for offshore drilling opportunities in 2018 and beyond. Competition among offshore drillers remains intense as rig supply exceeds demand, despite the cold stacking and retirement or scrapping of over 100 rigs since 2014. Additionally, based on industry data2019 as of the date of this ~~Report, more than 30 floater rigs currently~~Report. Industry reports indicate that approximately 40 newbuild floaters remain on order with deliveries currently scheduled ~~deliveries from 2017 through 2021. The majority~~between 2019 and 2022, most of ~~these rigs are~~which have not ~~currently~~yet been contracted for future work, ~~which further increases competition. Some industry analysts have predicted that demand~~and more than 50 projected contracted floater rollovers are estimated to occur during the remainder of 2019. In addition, several rig reactivations were announced during 2018 and in early 2019, including the recent and ongoing reactivations of Diamond Offshore’sOcean Endeavor andOcean Onyx, respectively. These factors provide for a continued, challenging offshore drilling ~~rigs~~market in the ~~offshore market will slowly improve, but utilization growth may not be significant enough to impact dayrates for some time.~~near term.

Diamond Offshore’s contract drilling backlog was ~~$2.6~~$1.8 billion and ~~$3.6~~$2.0 billion as of ~~October~~April 1, ~~2017~~2019 (based on information available at that time) and January 1, ~~2017~~2019 (the date reported in our Annual Report on Form10-K for the year ended December 31, ~~2016)~~2018). The contract drilling backlog by year as of ~~October~~April 1, ~~2017~~2019 is $0.7 billion in 2019 (for the nine-month period beginning April 1, 2019), $0.8 billion in 2020 and an aggregate of $0.3 billion in ~~2017 (for the three-month period beginning October 1, 2017), $1.2 billion in 2018, $0.9 billion in 2019~~2021 and ~~$0.2 billion in 2020.~~

2022. Contract drilling backlog ~~includes $38 million and $119~~as of April 1, 2019 excludes future gross margin commitments of $30 million for ~~2017~~2019, $30 million for 2020 and ~~2018 attributable~~an aggregate $75 million in 2021 through 2023, payable by a customer in the form of a guarantee of gross margin to ~~contracted work for~~be earned on future contracts or by direct payment at the~~Ocean Valorunder a contract that Petróleo Brasileiro S.A. (“Petrobras”) has attempted to terminate, which is currently in effect~~ end of each of the three respective periods, pursuant to terms of 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 the~~Ocean Valor~~existing contract.

Diamond Offshore’s contract remain in effect. Petrobras has filed an appeal of 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 nine~~ months ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018 as presented in Note 1211 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report:

Contract drilling revenue ~~increased $17~~decreased $61 million for the three months ended ~~September 30, 2017~~March 31, 2019 as compared with the 2016 period, primarily due to incremental revenue earning days for rigs of $73 million, partially offset by lower overall average daily revenue earned of $56 million. The increase was driven by incremental revenue earning days for the~~Ocean GreatWhite~~ ~~and the~~~~Ocean BlackRhino~~~~, neither of which was operating under contract during the third quarter of 2016, and the~~~~Ocean Scepter~~~~, which returned to service under a new contract offshore Mexico in early 2017. These increases were partially offset by a lower dayrate earned by the~~~~Ocean Monarch~~ ~~under a new contract that commenced in the second quarter of 2017, the cold stacking of the~~~~Ocean Victory~~ ~~in the second quarter of 2017 after completion of its contract in Trinidad and the warm stacking of the~~~~Ocean Guardian~~ ~~between contracts for much of the third quarter of 2017.~~

~~Contract drilling expense increased $11 million for the three months ended September 30, 2017 as compared with the 2016 period, primarily due to incremental operating costs for the~~~~Ocean GreatWhite~~~~of $9 million, which began operating during the first quarter of 2017, and the~~ ~~Ocean BlackRhino~~ ~~of $17 million and~~~~Ocean Scepter~~of $5 million, both of which operated during the third quarter of 2017, compared to the third quarter of 2016 when they did not operate. These increases were partially offset by a net reduction in other rig operating and overhead costs of $20 million, primarily due to the cold stacking of the~~Ocean Victory, the sale of six retired rigs subsequent to the third quarter of 2016 and favorable results from cost control measures that were initiated in prior periods.~~

Interest expense increased $45 million for the three months ended September 30, 2017 as compared with the 2016 period, primarily due to a $35 million loss related to the redemption of debt in 2017, as discussed in Note 7 of the Notes to Consolidated Condensed Financial Statements included under Item 1, and the absence of interest capitalized during construction of the~~Ocean GreatWhite~~ ~~in the 2016 period of $8 million.~~

Net income decreased $1 million for the three months ended September 30, 2017 as compared with the 2016 period, primarily due to the changes discussed above, combined with the impact of a net income tax benefit of $14 million resulting from a mix of domestic and international earnings and losses before tax, inclusive of the loss related to the redemption of debt recognized in the third quarter of 2017.

~~Contract drilling revenue decreased $28 million for the nine months ended September 30, 2017 as compared with the 2016~~2018 period, primarily due to lower average daily revenue earned, by multiple rigs in the fleet, partially offset by the favorable impact of incremental revenue earning days. The decrease was driven by the absence of $40 million in demobilization revenue recognized in 2016 for the~~Ocean Endeavor,combined with~~ the effect of ~~lower dayrates earned under new contracts for both the~~~~Ocean Monarch~~~~and~~ ~~Ocean BlackRhino~~~~, a lower dayrate being earned by the~~~~Ocean Valiant~~ ~~under its current contract in the North Sea that commenced in the fourth quarter of 2016, the completion of the final contract for the~~~~Ocean Ambassador~~ ~~in March of 2016 prior to the rig being sold and~~ fewer revenue earning days ~~for the~~~~Ocean Guardian~~ ~~andthe cold-stacked~~~~Ocean Victory~~~~. These decreases are partially offset by incremental revenue earning days for the~~~~Ocean GreatWhite~~and the~~Ocean BlackRhino,which was warm-stacked~~ absence of insurance proceeds recognized during the first quarter of 2018 related to contract terminations for ~~much of the~~two rigs in a prior ~~year period, and incremental revenue earning days for active deepwater floaters.~~

year. Contract drilling expense ~~was flat~~decreased $18 million for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 as compared with the ~~2016 period. Interest~~2018 period, reflecting reduced costs for currently cold-stacked and previously-owned rigs, which had incurred contract drilling expense ~~increased $50~~in the first quarter of 2018. In addition, contract drilling expense reflects favorable reductions in labor and related rig operating costs, partially offset by an increase in costs for repairs and maintenance and other rig operating costs.

Net income attributable to Loews Corporation decreased $47 million for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 as compared with the ~~2016~~2018 period, reflecting lower margins from contract drilling services, primarily due to lower contract drilling revenues and a ~~$35 million loss related to the redemption of debt in 2017 and the absence of $15 million in capitalized interest for construction projects during the 2016 period.~~

~~Net results increased $269 million for the nine months ended September 30, 2017 as compared with the 2016 period, primarily~~lower tax benefit recognized due to ~~a lower impairment loss recognized~~an uncertain tax position reversal in the ~~2017 period of $23 million (after taxes and noncontrolling interests) as compared with $267 million (after taxes and noncontrolling interests) in the 2016 period and reduced~~prior year period. Results were also impacted by higher depreciation expense primarily due to a lower depreciable asset base in 2017, compared to the first nine months of 2016, as a result of asset impairments recognized in 2016 and 2017. 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 soldcapital expenditures made in the ~~2016 period. These favorable variances were partially offset by decreased revenue~~latter part of 2018 and ~~higher interest expense, as discussed above. Net results were also impacted by a net income tax benefit resulting from a mix~~the completion of ~~domestic and international earnings and losses before tax, inclusive of the impairment losses recognized in 2017 and 2016 and a loss related to the redemption of debt recognized in the 2017 period.~~software implementation projects.

~~Each year a~~A substantial portion of Boardwalk Pipeline’s transportation and storage capacity is contracted for under firm ~~transportation agreements expire and need to be renewed or replaced as reported in~~agreements. For the ~~Results~~last twelve months ended March 31, 2019, approximately 87% of ~~Operations –~~Boardwalk Pipeline’s revenues, excluding retained fuel, were derived from fixed fees under firm agreements. 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. In the third quarter of 2017, Boardwalk Pipeline executed an agreement regarding capacity on its Fayetteville and Greenville Laterals with Southwestern Energy Company (“Southwestern”), the largest customer on those laterals. The agreement, which remains subjectexpects to Federal Energy Regulatory Commission approval, reduces contracted volumes (or the amount of capacity under contract) on the Fayetteville Lateral for the remaining contract term and commits Southwestern to new firm transportation agreements on the Fayetteville and Greenville Laterals that begin January 1, 2021, some of which expire on December 31, 2030, and to an interim agreement on the Greenville Lateral from April of 2019 through 2020. The agreement also provides Boardwalk Pipeline the opportunity to transport natural gas produced from committed properties in the Fayetteville and Moorefield shales that are connected to the Fayetteville Lateral through 2030. Although the transaction will result in a reduction of firm transportation reservationearn revenues of approximately ~~$70 million~~$9.8 billion from ~~2017 to 2020, including reductions in 2018 and 2019 of approximately $44 million and $15 million, it provides longer-term revenue generation by addingten-years~~ ~~of firm transportation service commitments on both laterals and offers additional commodity fee revenue upside from Southwestern’s volume commitment.~~

~~Approximate projected revenues from capacity reservation and minimum bill charges~~fixed fees under committed firm ~~transportation~~ agreements in place as of ~~September 30, 2017 are $1.1 billion~~March 31, 2019, including agreements for ~~2017~~transportation, storage and ~~$955 million for 2018. The~~other services, over the remaining term of those agreements. This amount ~~for 2018 decreased~~has increased by approximately ~~$20~~$700 million from the comparable amount ~~disclosed 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~~at December 31, ~~2016, due to a reduction for the Southwestern transaction, a reduction for the sale of the Flag City processing plant in May of 2017 and an increase for~~2018, from contracts entered into ~~since December 31, 2016. The approximate projected~~during the first quarter of 2019. For Boardwalk Pipeline’s customers that are charged maximum tariff rates related to its Federal Energy Regulatory Commission (“FERC”) regulated operating subsidiaries, the revenues expected to be earned from ~~capacity reservation and minimum bill charges~~fixed fees under committed firm agreements reflect the current tariff rate for such services for the term of the agreements, however, the tariff rates may be subject to future adjustment. The estimated revenues from fixed fees under committed firm agreements may include estimated revenues that are anticipated under executed precedent transportation agreements ~~does~~for projects that are subject to regulatory approvals. The revenues expected to be earned from fixed fees under committed firm agreements do not include additional revenues Boardwalk Pipeline has recognized and may ~~receive~~

recognize under firm ~~transportation~~ agreements based on actual utilization of the contracted pipeline or storage capacity, any expected revenues for periods after the expiration dates of the existing agreements, execution of precedent agreements associated with growth projects or other events that occurred or will occur subsequent to ~~September 30, 2017.~~March 31, 2019.

Each year a ~~result~~portion of Boardwalk Pipeline’s firm transportation and storage agreements expire. Demand for firm service is primarily based on market conditions which can vary across Boardwalk Pipeline’s pipeline systems. The amount of change in firm reservation fees under contract reflects the overall market trends, including the impact from Boardwalk Pipeline’s growth projects. Boardwalk Pipeline focuses its marketing efforts on enhancing the value of the ~~increase in overall~~capacity that is up for renewal and works with customers to match gas supplies ~~demand markets, primarily in the Gulf Coast area, are growing due~~from various basins to new and existing customers and markets, including aggregating supplies at key locations along its pipelines to provideend-use customers with attractive and diverse supply options. If the market perceives the value of Boardwalk Pipeline’s available capacity to be lower than its long-term view of the capacity, Boardwalk Pipeline may seek to shorten contract terms until market perception improves.

In 2018, the FERC issued an order which required all FERC-regulated natural gas ~~export facilities, power plants~~pipelines to make aone-time informational filing reflecting the impacts of the Tax Cuts and ~~petrochemical facilities~~Jobs Act of 2017 and ~~increased exports~~the Revised Policy Statement on Treatment of Income Taxes on each individual pipeline’scost-of-service. Texas Gas Transmission, LLC (“Texas Gas”) filed its informational filing on October 11, 2018, and Gulf South Pipeline Company, LP (“Gulf South”) and Gulf Crossing Pipeline Company LLC (“Gulf Crossing”) made their filings on December 6, 2018, which included an income tax component in each of the pipelines’cost-of-service. Customers were provided an opportunity to ~~Mexico. These developments have resulted in significant growth projects for Boardwalk Pipeline, several~~protest or comment on each pipeline’s informational filing. This procedure could lead to challenges to a pipeline’s currently effective maximum applicable rates pursuant to Section 5 of ~~which were placed into service over~~ the ~~past twelve months. Boardwalk Pipeline has an additional $1.2 billion~~Natural Gas Act of ~~growth projects under development that are expected to be placed into service through 2020, and through September 30, 2017, Boardwalk Pipeline has invested $556 million~~1938. As of ~~capital in these projects. These new projects have lengthy planning and construction periods. As a result, these projects will not contribute to~~April 26, 2019, all of Boardwalk Pipeline’s ~~earnings and cash flows until they are placed into service over~~informational filings have been dismissed by the ~~next several years.~~FERC.

The following table summarizes the results of operations for Boardwalk Pipeline for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018 as presented in Note 1211 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report:

Total revenues ~~decreased $5~~increased $9 million for the three months ended ~~September 30, 2017~~March 31, 2019 as compared with the ~~2016~~2018 period. Excluding the net effect of items offset in fuel and transportation expense, primarily retained fuel, operating revenues increased ~~$7 million. The increase was~~$12 million, primarily driven by ~~an increase in transportation revenues of $15 million, which resulted from~~Boardwalk Pipeline’s recently completed growth projects, ~~recently placed into service,~~ partially offset by contract restructuring and contract expirations that were recontracted at overall lower average rates. In addition, storage and ~~lower~~ parking and lending ~~and storage~~ revenues ~~of $5 million~~decreased due to unfavorable market conditions.

Operating expenses decreased ~~$21~~$3 million for the three months ended ~~September 30, 2017~~March 31, 2019 as compared with the ~~2016~~2018 period. Excluding items offset in operating revenues, operating expenses ~~decreased $10 million~~were consistent with the prior year period primarily due to the ~~sale~~timing of ~~a processing plant, as discussed in Note 5 to the Consolidated Condensed Financial Statements under Item 1~~maintenance activities and a ~~decrease in employee~~favorable property tax settlement, offset by higher depreciation expense from an increased asset base from recently completed growth projects and increased employee-related costs. ~~Interest expense decreased $7 million primarily due to lower average debt levels at lower interest rates and higher capitalized interest from growth projects.~~

Net income attributable to Loews Corporation increased $3$43 million for the three months ended ~~September 30, 2017~~March 31, 2019 as compared with the ~~2016~~2018 period ~~primarily~~ due to the changes discussed ~~above.~~

Total revenues increased $26 million for the nine months ended September 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 $52 million. The increase was driven by an increase in transportation revenues of $50 million, which resulted primarily from growth projects recently placed into service.

~~Operating expenses increased $31 million for the nine months ended September 30, 2017 as compared with the 2016 period. Excluding items offset in operating revenues~~above and the ~~$47 million loss on~~impact of the ~~sale~~Company now owning 100% of ~~a processing plant, operating expenses decreased $7 million. Interest expense decreased $5 million primarily due to higher capitalized interest from growth projects.~~Boardwalk Pipeline.

~~Net income decreased $2 million for the nine months ended September 30, 2017 as compared with the 2016 period, primarily due to the changes discussed above.~~

The following table summarizes the results of operations for Loews Hotels & Co for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018 as presented in Note 1211 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
Three Months Ended March 31													2019			2018
(In millions)

Revenues:
Operating revenue	$	137		$	132		$	427		$	426		$	151		$	153
Revenues related to reimbursable expenses		25			29			83			87			29			30
Total		162			161			510			513			180			183
Expenses:
Operating		124			120			375			372			133			131
Reimbursable expenses		25			29			83			87			29			30
Depreciation		15			17			46			47			16			17
Equity income from joint ventures		(17	)		(15	)		(61	)		(27	)		(22	)		(22	)
Interest		7			6			20			17			5			7
Total		154			157			463			496			161			163
Income before income tax		8			4			47			17			19			20
Income tax expense		(4	)		(1	)		(23	)		(10	)		(6	)		(7	)
Net income attributable to Loews Corporation	$	4		$	3		$	24		$	7		$	13		$	13

Operating revenues ~~increased $5 million and $1 million and operating expenses increased $4 million and $3~~decreased $2 million for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2019 as compared with the ~~2016 periods~~2018 period primarily due to hotel renovations.

Operating expenses increased $2 million for the three months ended March 31, 2019 as compared with the 2018 period primarily due to an ~~increase~~impairment charge of $3 million related to an owned property expected to be sold in ~~revenue~~the second quarter of 2019.

Interest expense decreased $2 million due to the timing of debt repayments and ~~expenses upon completion of renovations at~~issuances together with changes in effective interest rates as compared with the ~~Loews Miami Beach Hotel.~~2018 period.

Equity income from joint ventures ~~increased~~in the first three months of 2019 includes $2 million ~~and $34 million~~ofpre-opening expenses for properties under development which was offset by the improved performance of several properties.

Net income for the three ~~and nine~~ months ended ~~September 30, 2017 as compared~~March 31, 2019 is consistent with the ~~2016 periods. The increase for the nine month~~comparable 2018 period 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, the opening of a new joint venture hotel in the third quarter of 2016 and the~~400-room~~ expansion of a joint venture hotel in the second quarter of 2017. These increases were partially offset by a $15 million impairment charge in 2017 related to an equity interest in a joint venture hotel property.

~~Net income increased $1 million and $17 million for the three and nine months ended September 30, 2017 as compared with the 2016 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 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 nine~~ months ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018 as presented in Note 1211 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report:


	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2017		2016			2017			2016
Three Months Ended March 31												2019			2018
(In millions)

Revenues:
Net investment income	$	48	$	36		$	109		$	108		$	84		$	14
Other revenues		201		1			294			2			216			213
Total		249		37			403			110			300			227
Expenses:
Operating		221		25			389			82			231			232
Interest		28		18			68			54			27			27
Total		249		43			457			136			258			259
Loss before income tax		-		(6	)		(54	)		(26	)
Income tax benefit				1			20			8
Net loss attributable to Loews Corporation	$	-	$	(5	)	$	(34	)	$	(18	)
Income (loss) before income tax													42			(32	)
Income tax (expense) benefit													(8	)		5
Net income (loss) attributable to Loews Corporation												$	34		$	(27	)

Net investment income increased ~~$12~~$70 million for the three months ended ~~September 30, 2017~~March 31, 2019 as compared with the ~~2016~~2018 period primarily due to improved performance ~~from~~of equity based investments in the trading portfolio, partially offset by lower results from limited partnership investments. Net investment income increased $1 million for the nine months ended September 30, 2017 as compared with the 2016 period, primarily due to improved performancedecreased returns from limited partnership investments ~~partially offset by~~as a result of lower ~~results from equity based investments in the trading portfolio.~~invested balances.

Other revenues increased $200 million and $292 million for the three and nine months ended September 30, 2017 as compared with the 2016 periods, primarily due to $202 million and $293 million of revenue from Consolidated Container’s operations for the three months ended ~~September 30, 2017~~March 31, 2019 were consistent with the 2018 period. Operating and other expenses for the three months ended March 31, 2019 were consistent with the 2018 period, ~~since the acquisition date.~~primarily due to lower corporate overhead costs, partially offset by Consolidated Container’s higher operating and overhead expenses.

~~Operating expenses~~Net results increased ~~$196~~$61 million for the three months ended ~~September 30, 2017~~March 31, 2019 as compared with the ~~2016~~2018 period primarily due to $192 million of expenses for Consolidated Container’s operations for the three months ended September 30, 2017. Operating expenses increased $307 million for the nine months ended September 30, 2017 as compared with the 2016 period, primarily due to $281 million of expenses, inclusive of expenses resulting from purchase accounting, for Consolidated Container’s operations for the period since the acquisition date. In addition, operating expenses increased due to the timing of compensation accruals and costs related to the acquisition of Consolidated Container, partially offset by the absence of prior year expenses related to the implementation of the 2016 Incentive Compensation Plan. Interest expense increased $10 million and $14 million for the three and nine months ended September 30, 2017 as compared with the 2016 periods, primarily due to interest expense associated with Consolidated Container’s $605 million term loan from the date of acquisition of Consolidated Container.

~~Net results improved $5 million for the three months ended September 30, 2017 and decreased $16 million for the nine months ended September 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, totaled $3.4 billion at ~~September 30, 2017 totaled $5.1 billion,~~March 31, 2019 as compared ~~with $5.0~~to $3.1 billion at December 31, ~~2016.~~2018. During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2019, we received ~~$719~~$596 million in dividends from our subsidiaries, including a special dividend from CNA of $485 million. Cash outflows included the payment of ~~$620~~$317 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 7 to the Consolidated Condensed Financial Statements under Item 1. In addition, cash outflows included the payment of $63treasury stock purchases and $19 million of cash dividends to our ~~shareholders and $6 million to fund treasury stock purchases.~~shareholders. 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.~~

As of October 20, 2017, there were 336,631,152 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 nine months ended September 30, 2017, we purchased 0.1 million shares of Loews common stock. Wealso 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. We are not responsible for the liabilities and obligations of our subsidiaries and there are no Parent Company guarantees.

InAs of April 19, 2019, there were 304,887,983 shares of ~~2017, Fitch Ratings, Inc. affirmed~~Loews common stock outstanding. Depending on market and other conditions, we may purchase our ~~unsecured debt rating~~shares and shares of our subsidiaries outstanding common stock in the open market or otherwise. During the three months ended March 31, 2019, we purchased 6.8 million shares of Loews common stock. As of April 26, 2019, we had purchased an additional 1.0 million shares of Loews common stock in 2019 at A, with the rating outlook revised to negative from stable and in June of 2017, S&P Global Ratings (“S&P”) lowered our corporate credit and senior debt ratings from A+ to A with a stable outlook. Our current unsecured debt rating is A3 for Moody’s Investors Service, Inc. (“Moody’s”), with a stable outlook. Should one or more rating agencies downgrade our credit ratings from current levels, or announce that they have placed us under review for a potential downgrade, ouran aggregate cost of ~~capital could increase and our ability to raise new capital could be adversely affected.~~$47 million.

~~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, dividends and/or repurchases of our and our subsidiaries’ outstanding common stock. The declaration and payment of future dividends to holders of our common stock will be at the discretion of our Board of Directors and will depend on many factors, including our earnings, financial condition and business needs.

CNA’s cash provided by operating activities was ~~$894~~$287 million for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 as compared with ~~$1.1 billion~~$218 million for the ~~2016~~2018 period. ~~Cash~~The increase in cash provided by operating activities ~~reflected~~was driven by a higher ~~net claim payments and a lower~~ level of distributions on limited ~~partnerships partially offset by an increase in premiums collected~~partnerships. CNA believes that its present cash flows from operating, investing and ~~lower salaries~~financing activities are sufficient to fund its current and ~~related expenses paid.~~expected working capital and debt obligation needs.

CNA declared and paid dividends of ~~$2.80~~$2.35 per share on its common stock, including a special dividend of $2.00 per share, ~~during~~in the ~~nine months ended September 30, 2017.~~first quarter of 2019. On ~~October 27, 2017,~~April 26, 2019, CNA’s Board of Directors declared a quarterly dividend of ~~$0.30~~$0.35 per share on its common stock, payable ~~November 29, 2017~~May 30, 2019 to shareholders of record on ~~November~~May 13, ~~2017.~~2019. 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 ~~September 30, 2017,~~March 31, 2019, CCC was in a positive earned surplus position. The maximum allowable dividend CCC could pay during ~~2017~~2019 that would not be subject to the Department’s prior approval is approximately ~~$1.1~~$1.4 billion, less dividends paid during the preceding twelve months measured at that point in time. CCC paid dividends of ~~$100~~$356 million during the nine months ended December 31, 2018 and $680 million during the three months ended ~~December~~March 31, ~~2016 and $855 million during the nine months ended September 30, 2017.~~2019. As of ~~September 30, 2017,~~March 31, 2019, CCC is able to pay approximately ~~$120~~$347 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.

CNA ~~believes that its present cash flows~~has an effective automatic shelf registration statement under which it may publicly issue debt, equity or hybrid securities from ~~operating, investing and financing activities are sufficient~~time to ~~fund its current and expected working capital and debt obligation needs.~~time.

Diamond Offshore’s cash provided by operating activities for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 decreased ~~$125~~$81 million compared to the ~~2016~~2018 period, ~~primarily~~ due to lower cash ~~receipts~~collected from the performance of contract drilling services, ~~of $193 million,~~ partially offset by a net decrease in cash ~~payments~~expenditures for contract drilling ~~expenses, including personnel-related, repairs~~services and other working capital requirements and lower income tax payments, net of refunds.

Diamond Offshore expects capital expenditures in 2019 to be approximately $340 million to $360 million. Projects for 2019 include approximately $110 million in capitalized costs associated with the reactivation and upgrade of theOcean Onyx,approximately $20 million associated with the reactivation of theOcean Endeavor and other capital expenditures under its capital maintenance and other rig operating costs of $72 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 $125 million~~replacement programs, including equipment upgrades for ~~capital expenditures.~~theOcean BlackHawk,Ocean BlackHornetandOcean Courage. At March 31, 2019, Diamond Offshore has no ~~other~~significant purchase obligations, except for ~~major~~those related to its direct rig ~~upgrades at September 30, 2017.~~operations, which arise during the normal course of business.

As of ~~September 30, 2017,~~April 25, 2019, Diamond Offshore had ~~no outstanding borrowings under its credit agreement and was in compliance with all covenant requirements thereunder. As of October 26, 2017, Diamond Offshore had $1.5~~$1.2 billion available under its credit ~~agreement to provide liquidity for payment obligations.~~

~~In October of 2017, S&P downgraded Diamond Offshore’s corporate credit rating to B+ fromBB-~~ with a negative outlook. 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. Market conditions and other factors, many of which are outside of Diamond Offshore’s control, could cause its credit ratings to be lowered. Any 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.agreements.

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 has an effective automatic shelf registration statement under which it may publicly issue debt, equity or hybrid securities from time to time. 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 ~~$49~~$15 million for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 compared to the ~~2016~~2018 period primarily due to the change in net ~~income, excluding the effects ofnon-cash~~ ~~items such as depreciation, amortization and 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 third 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 October of 2017, Boardwalk Pipeline declared a quarterly cash distribution to unitholders of record of $0.10 per common unit.

As of September 30, 2017, Boardwalk Pipeline had $285 million of 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 October 27, 2017, Boardwalk Pipeline had no outstanding borrowings under the subordinated loan agreement.income.

For the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, Boardwalk Pipeline’s capital expenditures were ~~$496~~$74 million and ~~$432~~$111 million, consisting of a combination of growth and maintenance ~~capital expenditures.~~capital.

As of March 31, 2019, Boardwalk Pipeline ~~expects total capital expenditures to be approximately $790~~had $525 million ~~in 2017, primarily related to growth projects and pipeline system maintenance.~~

of outstanding borrowings under its credit facility. 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.~~2019. Boardwalk Pipeline may seek to access the ~~capital~~debt markets to fund some or all capital expenditures for growth projects, acquisitions or for general ~~business~~corporate 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.~~

Boardwalk Pipeline paid distributions of $26 million for the three months ended March 31, 2019 and 2018. The Company received distributions of $26 million and $13 million for the three months ended March 31, 2019 and 2018. The distributions received in 2019 reflects the Company owning 100% of Boardwalk Pipeline as compared to 51% in the 2018 period.

Loews Hotels entered into an agreement to sell an owned hotel for approximately $127 million. The sale is expected to close in the second quarter of 2019.

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~~net investment income are presented in the following ~~table:~~table. Fixed income securities, as presented, include both fixed maturity securities andnon-redeemable preferred stock.

Net investment income after tax and noncontrolling interests increased $53 million for the three months ended ~~September 30, 2017 decreased $8 million~~March 31, 2019 as compared with the 2016 period. The decrease was driven by limited partnership investments, which returned 2.2% in 2017 as compared with 2.6% in the 2016 period. Income from fixed maturity securities, after tax and noncontrolling interests, for the three months ended September 30, 2017 increased $2 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 nine months ended September 30, 2017 increased $41 million as compared with the 2016~~2018 period. The increase was driven by limited partnership ~~investments, which returned 6.8% in 2017 as compared with 3.8% in the prior year period. Income from fixed maturity securities,~~and common stock returns.

~~after tax and noncontrolling interests, for the nine months ended September 30, 2017 increased $13 million as compared with the 2016 period, primarily due to an increase in the invested asset base.~~

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


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
Three Months Ended March 31													2019			2018
(In millions)

Realized investment gains (losses):
Investment gains (losses):
Fixed maturity securities:
Corporate and other bonds	$	13		$	18		$	81		$	10					$	19
States, municipalities and political subdivisions		4			20			14			23		$	8			20
Asset-backed		(2	)		5			(7	)		5			(14	)		(21	)
U.S. Treasury and obligations of government-sponsored enterprises					3			3			5
Foreign government		1			1			1			3
Total fixed maturity securities		16			47			92			46			(6	)		18
Equity securities					(3	)					(5	)
Derivative securities		(1	)		1			(3	)		(12	)
Short term investments and other		1						4			1
Total realized investment gains		16			45			93			30
Non-redeemable preferred stock														42			(15	)
Short term and other														(5	)		6
Total investment gains														31			9
Income tax expense		(4	)		(15	)		(30	)		(12	)		(8	)		(1	)
Amounts attributable to noncontrolling interests		(2	)		(3	)		(7	)		(2	)		(2	)		(1	)
Net realized investment gains attributable to Loews Corporation	$	10		$	27		$	56		$	16
Net investment gains attributable to Loews Corporation													$	21		$	7

Net ~~realized~~ investment gains ~~decreased $17~~after tax and noncontrolling interests increased $14 million for the three months ended ~~September 30, 2017~~March 31, 2019 as compared with the ~~2016 period,~~2018 period. The increase was driven by the favorable change in fair value ofnon-redeemable preferred stock, partially offset by lower net ~~realized~~investment gains on sales of securities partially offset by lower OTTI losses recognized in earnings. Net realized investment gains increased $40 million for the nine months ended September 30, 2017 as compared with the 2016 period, driven by lower OTTI losses recognized in earnings.securities. Further information on CNA’s ~~realized~~investment gains and losses, including OTTI losses, is set forth in Note 32 of the Notes to Consolidated Condensed Financial Statements included under Item 1.

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


	September 30, 2017				December 31, 2016				March 31, 2019				December 31, 2018
			Net				Net				Net				Net
			Unrealized				Unrealized				Unrealized				Unrealized
	Estimated		Gains		Estimated		Gains		Estimated		Gains		Estimated		Gains
	Fair Value		(Losses)		Fair Value		(Losses)		Fair Value		(Losses)		Fair Value		(Losses)
(In millions)

U.S. Government, Government agencies and Government-sponsored enterprises	$	4,386	$	43	$	4,212	$	32	$	4,378	$	32	$	4,334	$	(24)
AAA		1,899		143		1,881		110		2,973		295		3,027		245
AA		9,136		911		8,911		750		6,538		641		6,510		512
A		9,876		957		9,866		832		8,888		765		8,768		527
BBB		13,730		1,051		12,802		664		14,892		836		14,205		274
Non-investment grade		3,063		171		3,233		156		2,884		44		2,702		(73)

Total	$	42,090	$	3,276	$	40,905	$	2,544	$	40,553	$	2,613	$	39,546	$	1,461

As of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016, only 2%~~2018, 1% of CNA’s fixed maturity portfolio was rated internally. AAA rated securities included $1.2 billion and $1.3 billion ofpre-refunded municipal bonds as of March 31, 2019 and December 31, 2018.

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


			Gross				Gross
	Estimated		Unrealized		Estimated		Unrealized
September 30, 2017	Fair Value		Losses
March 31, 2019					Fair Value		Losses

(In millions)

U.S. Government, Government agencies and Government-sponsored enterprises	$	1,531	$	27	$	1,562	$	19
AAA		277		7		119		2
AA		665		10		192		3
A		562		10		910		17
BBB		1,015		21		2,204		54
Non-investment grade		448		10		1,103		45

Total	$	4,498	$	85	$	6,090	$	140

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:


			Gross				Gross
	Estimated		Unrealized		Estimated		Unrealized
September 30, 2017	Fair Value		Losses
March 31, 2019					Fair Value		Losses

(In millions)

Due in one year or less	$	53	$	2	$	96	$	1
Due after one year through five years		742		16		926		19
Due after five years through ten years		2,812		53		4,411		95
Due after ten years		891		14		657		25

Total	$	4,498	$	85	$	6,090	$	140

A primary objective in the management of CNA’s investment portfolio is to optimize return relative to the 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~~as well as 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 in~~non-core~~ ~~operations.~~ Other Insurance Operations.

The effective durations of CNA’s fixed ~~maturity~~income 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, 2019				December 31, 2018
	September 30, 2017				December 31, 2016					Effective				Effective
			Effective			Effective		Estimated		Duration		Estimated		Duration
	Estimated		Duration		Estimated	Duration		Fair Value		(Years)		Fair Value		(Years)
	Fair Value		(Years)		Fair Value	(Years)
(In millions of dollars)

Investments supportingnon-core operations	$	16,580		8.6	$ 15,724		8.7
Other interest sensitive investments		26,849		4.4	26,669		4.6
Investments supporting Other Insurance Operations								$	16,968		8.7	$	16,212		8.4
Other investments									25,726		4.2		25,428		4.4

Total	$	43,429		6.0	$ 42,393		6.1	$	42,694		6.0	$	41,640		6.0

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 included under Item 7A of our Annual Report on Form10-K for the year ended December 31, ~~2016.~~2018.

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


	September 30,		December 31,		March 31,		December 31,
	2017		2016		2019		2018
(In millions)

(In millions)

Short term investments:
Commercial paper	$	658	$	733	$	1,069	$	705
U.S. Treasury securities		436		433		212		185
Money market funds		44		44
Other		315		197		193		396

Total short term investments	$	1,453	$	1,407	$	1,474	$	1,286

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~~2018 for further information.

For a discussion of accounting standards updates that have been adopted or will be adopted in the future, please ~~see~~read 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 II, Item 1A, Risk Factors of this Report and Part I, Item 1A, Risk Factors in our Annual Report on Form10-K for the year ended December 31, ~~2016, Part II, Item 1A, Risk Factors in our Quarterly Report on Form10-Q~~ ~~for the quarter ended June 30, 2017~~2018 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 in our market risk components as of ~~September 30, 2017.~~March 31, 2019. See the Quantitative and Qualitative Disclosures about Market Risk included under Item 7A of our Annual Report on Form10-K for the year ended December 31, ~~2016 and Item 3 of our Quarterly Report on Form10-Q~~2018 for ~~the quarter ended June 30, 2017.~~further information. 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.

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~~ conducted 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 disclosure controls and procedures were effective as of ~~September 30, 2017.~~March 31, 2019.

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 ~~September 30, 2017~~March 31, 2019 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 10 and 11~~Note 9 to the Consolidated Condensed Financial Statements included under Part I, Item 1.

Our Annual Report onForm10-K for the year ended December 31, ~~2016 and our Quarterly Report on Form10-Q~~ ~~for the quarter ended June 30, 2017 include~~2018 includes a detailed ~~discussions~~discussion of certain risk factors facing the company. ~~No updates or additions have been made to~~The information presented below describes a restatement of one such risk factor and should be read in conjunction with the Risk Factors included under Item 1A of our Annual Reporton Form10-K for the year ended December 31, 2018.

Diamond Offshore can provide no assurance that its drilling contracts will not be terminated early or that its current backlog of contract drilling revenue will be ultimately realized.

Diamond Offshore’s customers may terminate their drilling contracts under certain circumstances, such as the destruction or loss of a drilling rig or suspension of drilling operations for a specified period of time as a result of a breakdown of major equipment, excessive downtime for repairs, failure to meet minimum performance criteria (including customer acceptance testing) or, in some cases, due to other events beyond the control of either party.

In addition, some of Diamond Offshore’s drilling contracts permit the customer to terminate the contract after specified notice periods, often by tendering contractually specified termination amounts, which may not fully compensate Diamond Offshore for the loss of the contract. In some cases, Diamond Offshore’s drilling contracts may permit the customer to terminate the contract without cause, upon little or no notice or without making an early termination payment to it. During depressed market conditions, such as those currently in effect, certain customers have utilized such contract clauses to seek to renegotiate or terminate a drilling contract or claim that Diamond Offshore has breached provisions of its drilling contracts in order to avoid their obligations to Diamond Offshore under circumstances where Diamond Offshore believes it is in compliance with the contracts. Additionally, because of depressed commodity prices, restricted credit markets, economic downturns, changes in priorities or strategy or other factors asbeyond Diamond Offshore’s control, a customer may no longer want or need a rig that is currently under contract or may be able to obtain a comparable rig at a lower dayrate. For these reasons, customers may seek to renegotiate the terms of ~~September 30, 2017.~~Diamond Offshore’s existing drilling contracts, terminate their contracts without justification or repudiate or otherwise fail to perform their obligations under the contracts. As a result of such contract renegotiations or terminations, Diamond Offshore’s contract backlog may be adversely impacted, it might not recover any compensation (or any recovery it obtains may not fully compensate it for the loss of the contract) and it may be required to idle one or more rigs for an extended period of time.


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


Class						Outstanding at ~~October 20, 2017~~ April 19, 2019
Common stock, $0.01 par value						~~336,631,152~~304,887,983 shares


	Page
	No.
Part I. Financial Information

Item 1. Financial Statements (unaudited)

Consolidated Condensed Balance Sheets ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016~~2018		3

Consolidated Condensed Statements of Income Three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018		4

Consolidated Condensed Statements of Comprehensive Income (Loss) Three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018		5

Consolidated Condensed Statements of Equity ~~Nine~~Three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018		6

Consolidated Condensed Statements of Cash Flows ~~Nine~~Three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018		7

Notes to Consolidated Condensed Financial Statements		8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		4028

Item 3. Quantitative and Qualitative Disclosures about Market Risk		5943

Item 4. Controls and Procedures		5943

Part II. Other Information		5944

Item 1. Legal Proceedings		5944

Item 1A. Risk Factors		5944

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		6044

Item 6. Exhibits		6145


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 securities~~available-for-sale~~		Investment gains (losses)
~~Equity securities trading~~		and 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~~Operating revenues and other
Life settlement contracts		~~Other~~Operating revenues and other


~~September 30, 2017~~	~~Estimated~~ ~~Fair Value~~	~~Valuation~~ ~~Techniques~~	~~Unobservable~~ ~~Inputs~~	~~Range~~ ~~(Weighted~~ ~~Average)~~
	~~(In millions)~~

~~Fixed maturity securities~~	~~$ 139~~	~~Discounted~~ ~~cash flow~~	~~Credit spread~~		~~1% – 12% (3%)~~

~~December 31, 2016~~

~~Fixed maturity securities~~	~~$ 106~~	~~Discounted~~ ~~cash flow~~	~~Credit spread~~		~~2% – 40% (4%)~~


			Net Realized Gains (Losses) and Net Change in Unrealized Gains (Losses)																				Unrealized Gains (Losses) Recognized in Net Income (Loss) on Level 3 Assets and
2017	Balance, July 1		Included in Net Income (Loss)			Included in OCI			Purchases		Sales			Settlements			Transfers into Level 3		Transfers out of Level 3		Balance, September 30		Liabilities Held at September 30
(In millions)

Fixed maturity securities:
Corporate and other bonds	$	100	$	1		$	1		$	13				$	(11	)	$	15			$	119
States, municipalities and political subdivisions		1																				1
Asset-backed:
Residential mortgage-backed		123		1			1								(7	)		58				176
Commercialmortgage-backed		13					(1	)		12					(2	)		2				24
Other asset-backed		82		(1	)		1			27					(4	)		41				146
Total asset-backed		218		-			1			39	$	-			(13	)		101	$	-		346	$	-
Fixed maturitiesavailable-for-sale		319		1			2			52					(24	)		116				466
Fixed maturities trading		5																				5
Total fixed maturities	$	324	$	1		$	2		$	52	$	-		$	(24	)	$	116	$	-	$	471	$	-


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


Life settlement contracts	$	1									$	(1)	��								$	-


	Carrying		Estimated Fair Value
September 30, 2017	Amount		Level 1	Level 2		Level 3		Total
(In millions)

Assets:
Other invested assets, primarily mortgage loans	$	722				$	731	$	731

Liabilities:
Short term debt		191		$	152		41		193
Long term debt		11,222			10,316		1,216		11,532

December 31, 2016

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

Liabilities:
Short term debt		107		$	104		3		107
Long term debt		10,655			10,150		646		10,796


Year Ended December 31
(In millions)

2019	$	75
2020		79
2021		79
2022		68
2023		57
Thereafter		344
Total	$	702


	Operating
As of March 31, 2019	Leases
(In millions)

2019 (a)	$	82
2020		108
2021		105
2022		95
2023		83
Thereafter		406
Total		879
Less: discount		174
Total lease liabilities	$	705


As of March 31, 2019

Weighted average remaining lease term		8.4 Years
Weighted average discount rate		4.9 %


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

Balance, July 1, 2016	$	28		$	838		$	(2	)	$	(639	)	$	(106	)	$	119
Other comprehensive income (loss) before reclassifications, after tax of $(4), $(32), $0, $0 and $0		7			69									(24	)		52
Reclassification of (gains) losses from accumulated other
comprehensive income, after tax of $2, $13, $0, $(4) and $0		(4	)		(27	)		1			7						(23	)
Other comprehensive income (loss)		3			42			1			7			(24	)		29
Amounts attributable to noncontrolling interests		(1	)		(4	)		(1	)					2			(4	)
Balance, September 30, 2016	$	30		$	876		$	(2	)	$	(632	)	$	(128	)	$	144


Balance, July 1, 2017	$	23		$	705		$	(2	)	$	(632	)	$	(130	)	$	(36	)
Other comprehensive income (loss) before reclassifications, after tax of $0, $(20), $0, $0 and $0		1			35			(2	)					41			75
Reclassification of (gains) losses from accumulated other comprehensive income, after tax of $0, $4, $0, $(6) and $0					(12	)		3			11						2
Other comprehensive income		1			23			1			11			41			77
Amounts attributable to noncontrolling interests					(3	)		(1	)		(1	)		(4	)		(9	)
Balance, September 30, 2017	$	24		$	725		$	(2	)	$	(622	)	$	(93	)	$	32


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~~Operating revenues ~~Interest expense~~ and ~~Contract drilling~~other and Operating expenses and other
Pension liability		~~Other operating~~Operating expenses and other


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

Revenues:

Insurance premiums	$	1,767														$	1,767
Net investment income		524		$	1								$	36			561
Investment gains		45															45
Contract drilling revenues					340												340
Other revenues		97			9		$	306		$	161			1			574
Total		2,433			350			306			161			37			3,287

Expenses:

Insurance claims and policyholders’ benefits		1,202															1,202
Amortization of deferred acquisition costs		314															314
Contract drilling expenses					187												187
Other operating expenses		402			108			212			151			25			898
Interest		39			19			48			6			18			130
Total		1,957			314			260			157			43			2,731
Income (loss) before income tax		476			36			46			4			(6	)		556
Income tax (expense) benefit		(132	)		(22	)		(9	)		(1	)		1			(163)
Net income (loss)		344			14			37			3			(5	)		393
Amounts attributable to noncontrolling interests		(36	)		(7	)		(23	)								(66)
Net income (loss) attributable to Loews Corporation	$	308		$	7		$	14		$	3		$	(5	)	$	327


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

Revenues:

Insurance premiums	$	5,185														$	5,185
Net investment income		1,529		$	1								$	109			1,639
Investment gains		93															93
Contract drilling revenues					1,113												1,113
Other revenues		329			30		$	987		$	510			294			2,150
Total		7,136			1,144			987			510			403			10,180

Expenses:

Insurance claims and policyholders’ benefits		4,053															4,053
Amortization of deferred acquisition costs		926															926
Contract drilling expenses					598												598
Other operating expenses		1,086			414			646			443			389			2,978
Interest		166			119			131			20			68			504
Total		6,231			1,131			777			463			457			9,059
Income (loss) before income tax		905			13			210			47			(54	)		1,121
Income tax (expense) benefit		(226	)		35			(46	)		(23	)		20			(240)
Net income (loss)		679			48			164			24			(34	)		881
Amounts attributable to noncontrolling interests		(71	)		(23	)		(104	)								(198)
Net income (loss) attributable to Loews Corporation	$	608		$	25		$	60		$	24		$	(34)		$	683


	Page
	No.
Overview	40	28
Results of Operations	41	29
Consolidated Financial Results	41	29
~~Acquisition of Consolidated Container Company~~CNA Financial	41	29
~~CNA Financial~~Diamond Offshore		33
Boardwalk Pipeline		34
Loews Hotels & Co		36
Corporate		36
Liquidity and Capital Resources		37
Parent Company		37
Subsidiaries		37
Investments		39
Critical Accounting Estimates		42
~~Diamond Offshore~~Accounting Standards Update	47	42
~~Boardwalk Pipeline~~Forward-Looking Statements	49
~~Loews Hotels & Co~~ 42	51
~~Corporate~~	52
~~Liquidity and Capital Resources~~	53
~~Parent Company~~	53
~~Subsidiaries~~	53
~~Investments~~	55
~~Critical Accounting Estimates~~	58
~~Accounting Standards Update~~	58
~~Forward-Looking Statements~~	58


		~~Yes~~ X				No


		~~Yes~~ X		No		~~Not Applicable~~


		~~Yes~~				No X


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

Net written premiums	$	705		$	687		$	207		$	1,599
Net earned premiums		703			741			226			1,670
Net investment income		134			161			13			308
Net operating income (loss)		161			22			(34	)		149
Net realized investment gains		2			2			4			8
Net income (loss)		163			24			(30	)		157

Other performance metrics:
Loss and loss adjustment expense ratio		50.8	%		82.4	%		88.4	%		69.9	%
Expense ratio		31.3			34.3			37.5			33.5
Dividend ratio		0.2			0.5						0.3
Combined ratio		82.3	%		117.2	%		125.9	%		103.7	%


Rate		(1	)%		0	%		1	%		0	%
Renewal premium change		0			2			4			2
Retention		89			85			73			85
New business	$	64		$	137		$	69		$	270


~~Period~~	~~(a) Total number~~ ~~of shares~~ ~~purchased~~	~~(b) Average~~ ~~price paid per~~ ~~share~~	~~(c) Total number of~~ ~~shares purchased as~~ ~~part of publicly~~ ~~announced plans or~~ ~~programs~~	~~(d) Maximum number of shares~~ ~~(or approximate dollar value)~~ ~~of shares that may yet be~~ ~~purchased under the plans or~~ ~~programs (in millions)~~

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

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

~~September 1, 2017 - September 30, 2017~~	~~None~~	~~N/A~~	~~N/A~~	~~N/A~~


	Exhibit
Description of Exhibit	Number


~~Description~~ Form of ~~Exhibit~~Performance-Based Restricted Stock Unit Award Notice under the Loews Corporation 2016 Incentive Compensation Plan	~~Exhibit~~ ~~Number~~10.01*⁺

Form of Time-Vesting Restricted Stock Unit Award Notice under the Loews Corporation 2016 Incentive Compensation Plan	10.02*⁺

Form of Directors Restricted Stock Unit Award Notice under the Loews Corporation 2016 Incentive Compensation Plan	10.03*⁺

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 *

XBRL Taxonomy Extension Definition Linkbase		101.DEF *

XBRL Taxonomy Label Linkbase		101.LAB *

XBRL Taxonomy Extension Presentation Linkbase		101.PRE *


	LOEWS CORPORATION
	(Registrant)

Dated: ~~October 30, 2017~~April 29, 2019	By:	/s/ David B. Edelson
		DAVID B. EDELSON
		Senior Vice President and
		Chief Financial Officer
		(Duly authorized officer
		and principal financial
		officer)