UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported)
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July 30, 2012
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LOEWS CORPORATION
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(Exact name of registrant as specified in its charter)
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Delaware
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1-6541
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13-2646102
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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667 Madison Avenue, New York, N.Y.
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10065-8087
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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(212) 521-2000
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NOT APPLICABLE
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(Former name or former address, if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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[ ]
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
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1
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Item 2.02
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Results of Operations and Financial Condition.
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On July 30, 2012, Registrant issued a press release for Loews Corporation providing information on its results of operations for the second quarter of 2012. The press release is furnished as Exhibit 99.1 to this Form 8-K.
The information under Item 2.02 and in Exhibit 99.1 in this Current Report is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information under Item 2.02 and in Exhibit 99.1 in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
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Item 9.01
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Financial Statements and Exhibits.
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(a)
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Not applicable.
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(b)
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Not applicable.
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(c)
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Exhibit:
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Exhibit Reference
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Number
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Exhibit Description
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99.1
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Loews Corporation press release, issued July 30, 2012, providing information on second quarter results of operations for 2012.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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LOEWS CORPORATION
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(Registrant)
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Dated: July 30, 2012
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By:
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/s/ Gary W. Garson
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Gary W. Garson
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Senior Vice President
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General Counsel
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and Secretary
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2
Exhibit 99.1
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Contact:
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Peter W. Keegan
Chief Financial Officer
(212) 521-2950
Mary Skafidas
Investor and Public Relations
(212) 521-2788
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LOEWS CORPORATION REPORTS
NET INCOME FOR THE SECOND QUARTER OF 2012
BOOK VALUE PER SHARE OF $49.31, AN INCREASE
OF 4.2% FROM DECEMBER 31, 2011
NEW YORK, July 30, 2012—Loews Corporation (NYSE:L) today reported net income for the 2012 second quarter of $56 million, or $0.14 per share, compared to $250 million, or $0.61 per share, in the 2011 second quarter. Net income for the six months ended June 30, 2012 was $423 million, or $1.06 per share, compared to $629 million, or $1.53 per share, in the prior year period.
Net income for the three and six months ended June 30, 2012 includes after tax non-cash ceiling test impairment charges of $142 million and $170 million at HighMount Exploration & Production LLC related to the carrying value of its natural gas and oil properties reflecting declines in natural gas and NGL prices.
Book value per share increased to $49.31 at June 30, 2012 from $47.33 at December 31, 2011 and $46.63 at June 30, 2011.
CONSOLIDATED HIGHLIGHTS
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June 30,
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Three Months
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Six Months
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(In millions, except per share data)
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2012
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2011
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2012
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2011
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Income before net investment gains and impairment charges
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$ | 186 | $ | 238 | $ | 562 | $ | 605 | ||||||||
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Non-cash ceiling test impairment charges
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(142 | ) | (170 | ) | ||||||||||||
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Net investment gains
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12 | 12 | 31 | 24 | ||||||||||||
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Net income attributable to Loews Corporation
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$ | 56 | $ | 250 | $ | 423 | $ | 629 | ||||||||
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Net income per share
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$ | 0.14 | $ | 0.61 | $ | 1.06 | $ | 1.53 | ||||||||
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Book value per share at:
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June 30, 2012
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$ | 49.31 | ||||||||||||||
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December 31, 2011
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47.33 | |||||||||||||||
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June 30, 2011
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46.63 | |||||||||||||||
Page 1 of 5
Three Months Ended June 30, 2012 Compared to 2011
Excluding the ceiling test impairment charge, Loews adjusted net income in 2012 would have been $198 million, as compared to $250 million in the 2011 second quarter. The decrease is primarily due to lower earnings at Diamond Offshore Drilling, Inc. and decreased performance of equity and limited partnership investments at the parent company. These decreases were partially offset by higher earnings at CNA Financial Corporation and Boardwalk Pipeline Partners, LP.
CNA’s earnings increased primarily as a result of lower catastrophe losses and improved non-catastrophe current accident year underwriting results partially offset by lower net investment income due to decreased limited partnership results.
Diamond Offshore’s earnings decrease resulted primarily from lower rig utilization as more rigs were undergoing special surveys, a decrease in average dayrate, and an increase in contract drilling expenses reflecting the costs of the special surveys. These decreases were partially offset by a $23 million gain (after tax and noncontrolling interests) from the sale of five jack-up rigs in the second quarter of 2012.
Boardwalk Pipeline’s earnings increased primarily due to the contribution from Boardwalk HP Storage Company which was acquired in December 2011 as well as the prior year impact of an impairment charge related to steel pipe materials.
Six Months Ended June 30, 2012 Compared to 2011
Excluding the ceiling test impairment charge, Loews adjusted net income in 2012 would have been $593 million, as compared to $629 million in the 2011 period. The decrease is primarily due to lower earnings at Diamond Offshore and decreased parent company investment income, partially offset by higher earnings at CNA.
SHARE REPURCHASES
At June 30, 2012, there were 395.6 million shares of Loews common stock outstanding. During the three months and six months ended June 30, 2012, the Company purchased 1.3 million shares of its common stock at an aggregate cost of $51 million. Depending on market conditions, the Company may from time to time purchase shares of its and its subsidiaries’ outstanding common stock in the open market or otherwise.
CONFERENCE CALLS
A conference call to discuss the second quarter results of Loews Corporation has been scheduled for 11:00 a.m. EDT, today. A live webcast of the call will be available online at the Loews Corporation website (www.loews.com). Please go to the website at least ten minutes before the event begins to register and to download and install any necessary audio software. Those interested in participating in the question and answer session should dial (877) 692-2592, or for international callers, (973) 582-2757. The conference ID number is 97810929. An online replay will also be available on the Loews Corporation’s website following the call.
Page 2 of 5
A conference call to discuss the second quarter results of CNA has been scheduled for 10:00 a.m. EDT, today. A live webcast will be available at http://investor.cna.com. Those interested in participating in the question and answer session should dial (800) 500-6404, or for international callers, (719) 325-2409. Please go to the website at least ten minutes before the event begins to register and to download and install any necessary audio software.
A conference call to discuss the second quarter results of Boardwalk Pipeline has been scheduled for 9:00 a.m. EDT, today. A live webcast will be available at www.bwpmlp.com. Those interested in participating in the question and answer session should dial (800) 237-9752 or for international callers, (617) 847-8706. The conference ID number is 97546722. Please go to the website at least ten minutes before the event begins to register and to download and install any necessary audio software.
A conference call to discuss the second quarter results of Diamond Offshore was held on Thursday, July 19, 2012. An online replay is available on Diamond Offshore’s website (www.diamondoffshore.com).
# # #
ABOUT LOEWS CORPORATION
Loews Corporation, a holding company, is one of the largest diversified corporations in the United States. Its principal subsidiaries are CNA Financial Corporation (NYSE: CNA), a 90% owned subsidiary; Diamond Offshore Drilling, Inc. (NYSE: DO), a 50.4% owned subsidiary; Boardwalk Pipeline Partners, LP (NYSE: BWP), a 61% owned subsidiary; HighMount Exploration & Production LLC, a wholly owned subsidiary; and Loews Hotels, a wholly owned subsidiary.
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FORWARD-LOOKING STATEMENTS
Statements contained in this press release which are not historical facts are “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are inherently uncertain and subject to a variety of risks that could cause actual results to differ materially from those expected by management of the Company. A discussion of the important risk factors and other considerations that could materially impact these matters as well as the Company’s overall business and financial performance can be found in the Company’s reports filed with the Securities and Exchange Commission and readers of this release are urged to review those reports carefully when considering these forward-looking statements. Copies of these reports are available through the Company’s website (www.loews.com). Given these risk factors, investors and analysts should not place undue reliance on forward-looking statements. Any such forward-looking statements speak only as of the date of this press release. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is based.
Page 3 of 5
Loews Corporation and Subsidiaries
Selected Financial Information by Segment
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June 30,
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(In millions)
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Three Months
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Six Months
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2012
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2011
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2012
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2011
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Revenues:
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CNA Financial
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$ | 2,224 | $ | 2,183 | $ | 4,593 | $ | 4,485 | ||||||||
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Diamond Offshore (a)
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793 | 892 | 1,589 | 1,701 | ||||||||||||
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Boardwalk Pipeline
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277 | 263 | 591 | 574 | ||||||||||||
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HighMount
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69 | 98 | 145 | 202 | ||||||||||||
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Loews Hotels
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94 | 89 | 174 | 169 | ||||||||||||
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Investment income (loss) and other
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(89 | ) | (2 | ) | (12 | ) | 37 | |||||||||
| 3,368 | 3,523 | 7,080 | 7,168 | |||||||||||||
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Investment gains (losses):
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CNA Financial
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22 | 19 | 54 | 41 | ||||||||||||
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Corporate and other
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(2 | ) | (2 | ) | 1 | |||||||||||
| 20 | 19 | 52 | 42 | |||||||||||||
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Total
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$ | 3,388 | $ | 3,542 | $ | 7,132 | $ | 7,210 | ||||||||
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Income (Loss) Before Income Tax:
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CNA Financial
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$ | 211 | $ | 160 | $ | 545 | $ | 470 | ||||||||
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Diamond Offshore (a)
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246 | 343 | 498 | 639 | ||||||||||||
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Boardwalk Pipeline (b)
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66 | 13 | 158 | 95 | ||||||||||||
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HighMount
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Operations
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5 | 24 | 15 | 53 | ||||||||||||
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Ceiling test impairment charge
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(222 | ) | (266 | ) | ||||||||||||
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Loews Hotels
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11 | 11 | 18 | 14 | ||||||||||||
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Investment income (loss), net
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(85 | ) | (9 | ) | 41 | |||||||||||
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Other (c)
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(38 | ) | (22 | ) | (56 | ) | (49 | ) | ||||||||
| 194 | 529 | 903 | 1,263 | |||||||||||||
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Investment gains (losses):
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CNA Financial
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22 | 19 | 54 | 41 | ||||||||||||
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Corporate and other
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(2 | ) | (2 | ) | 1 | |||||||||||
| 20 | 19 | 52 | 42 | |||||||||||||
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Total
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$ | 214 | $ | 548 | $ | 955 | $ | 1,305 | ||||||||
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Net Income (Loss) Attributable to Loews Corporation:
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CNA Financial
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$ | 138 | $ | 101 | $ | 345 | $ | 288 | ||||||||
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Diamond Offshore (a)
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94 | 125 | 181 | 242 | ||||||||||||
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Boardwalk Pipeline (b)
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25 | 5 | 60 | 38 | ||||||||||||
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HighMount
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Operations
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3 | 15 | 9 | 34 | ||||||||||||
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Ceiling test impairment charge
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(142 | ) | (170 | ) | ||||||||||||
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Loews Hotels
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6 | 6 | 10 | 8 | ||||||||||||
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Investment income (loss), net
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(56 | ) | 1 | (6 | ) | 28 | ||||||||||
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Other (c)
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(24 | ) | (15 | ) | (37 | ) | (33 | ) | ||||||||
| 44 | 238 | 392 | 605 | |||||||||||||
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Investment gains (losses):
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CNA Financial
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13 | 12 | 32 | 24 | ||||||||||||
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Corporate and other
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(1 | ) | (1 | ) | ||||||||||||
| 12 | 12 | 31 | 24 | |||||||||||||
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Net income attributable to Loews Corporation
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$ | 56 | $ | 250 | $ | 423 | $ | 629 | ||||||||
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(a)
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Includes a $51 million gain ($23 million after tax and noncontrolling interests) and $76 million gain ($32 million after tax and noncontrolling interests) for the three and six months ended June 30, 2012 related to the sale of jack up rigs.
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(b)
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Includes an impairment charge of $28 million ($11 million after tax and noncontrolling interests) for the three and six months ended June 30, 2011 related to the carrying value of certain steel pipe materials.
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(c)
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Consists primarily of corporate interest expense and other unallocated expenses.
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Page 4 of 5
Loews Corporation and Subsidiaries
Consolidated Financial Review
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June 30,
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(In millions, except per share data)
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Three Months
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Six Months
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2012
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2011
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2012
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2011
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Revenues:
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Insurance premiums
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$ | 1,668 | $ | 1,595 | $ | 3,317 | $ | 3,210 | ||||||||
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Net investment income
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386 | 519 | 1,112 | 1,180 | ||||||||||||
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Investment gains
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20 | 19 | 52 | 42 | ||||||||||||
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Contract drilling revenues
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726 | 870 | 1,481 | 1,659 | ||||||||||||
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Other
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588 | 539 | 1,170 | 1,119 | ||||||||||||
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Total
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3,388 | 3,542 | 7,132 | 7,210 | ||||||||||||
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Expenses:
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Insurance claims & policyholders’ benefits
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1,348 | 1,367 | 2,729 | 2,731 | ||||||||||||
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Contract drilling expenses
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405 | 388 | 802 | 750 | ||||||||||||
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Other (a)
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1,421 | 1,239 | 2,646 | 2,424 | ||||||||||||
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Total
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3,174 | 2,994 | 6,177 | 5,905 | ||||||||||||
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Income before income tax
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214 | 548 | 955 | 1,305 | ||||||||||||
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Income tax expense
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(16 | ) | (144 | ) | (238 | ) | (339 | ) | ||||||||
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Net income
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198 | 404 | 717 | 966 | ||||||||||||
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Amounts attributable to noncontrolling interests
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(142 | ) | (154 | ) | (294 | ) | (337 | ) | ||||||||
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Net income attributable to Loews Corporation
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$ | 56 | $ | 250 | $ | 423 | $ | 629 | ||||||||
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Diluted income per share attributable to Loews Corporation
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$ | 0.14 | $ | 0.61 | $ | 1.06 | $ | 1.53 | ||||||||
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Weighted diluted number of shares
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397.13 | 408.74 | 397.30 | 411.27 | ||||||||||||
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(a)
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Includes non-cash impairment charges of $222 million ($142 million after tax) and $266 million ($170 million after tax) for the three and six months ended June 30, 2012 related to the carrying value of HighMount's natural gas and oil properties.
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Page 5 of 5