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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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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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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(
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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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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company
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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. ☐
| Item 2.02 |
Results of Operations and Financial Condition.
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On May 3, 2021, Loews Corporation issued a press release providing information on its results of operations for the first quarter of 2021. 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.
| Item 9.01 |
Financial Statements and Exhibits.
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| (d) |
Exhibits:
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| 99.1 |
Loews Corporation press release, issued May 3, 2021, providing information on its results of operations for the first quarter of 2021.
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See Exhibit Index.
EXHIBIT INDEX
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Exhibit No.
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Description
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Loews Corporation press release, issued May 3, 2021, providing information on its results of operations for the first quarter of 2021.
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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: May 3, 2021
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By:
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/s/ Marc A. Alpert
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Marc A. Alpert
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Senior Vice President,
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General Counsel
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and Secretary
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Exhibit 99.1
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Contact:
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Mary Skafidas
Investor and Public Relations
(212) 521-2788
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NEWS RELEASE
LOEWS CORPORATION REPORTS NET INCOME OF
$261 MILLION FOR THE FIRST QUARTER OF 2021
NEW YORK, May 3, 2021—Loews Corporation (NYSE:L) today reported net income of $261 million, or $0.97 per share, for the first quarter of 2021
compared to a net loss of $632 million, or $2.20 per share, in the first quarter of 2020.
Loews’s strong net income for the first quarter of 2021 was driven by CNA Financial Corporation, which had improved net investment income,
net investment gains, and solid underlying property and casualty underwriting results, which excludes the impact of net catastrophe losses and prior year development. Boardwalk Pipelines also contributed positively to Loews’s 2021 quarterly results.
Loews Hotels & Co posted a net loss for the first quarter of 2021 due to the continued negative impact on travel of the COVID-19
pandemic. Last year’s first quarter results included a significant loss related to Diamond Offshore Drilling, Inc., which is no longer a subsidiary.
“Loews had a great first quarter, with excellent results from CNA Financial leading the way. CNA’s underlying combined ratio of 91.9%
declined nearly two points from the prior year quarter. Premium growth was strong, driven by continuing rate increases and robust new business,” said James S. Tisch, President and CEO of Loews Corporation. “Additionally, Loews Hotels & Co, the
subsidiary hardest hit by the pandemic, is showing signs of progress. With over two-thirds of its rooms located in resort destinations, we think Loews Hotels is well positioned to benefit from this leisure-led recovery.”
As previously disclosed, on April 1, 2021 Loews sold 47% of its interest in Altium Packaging for approximately $420 million in cash, subject
to transaction expenses and post-closing adjustments. Per the terms of this transaction, Loews has concluded that it will no longer control Altium under US GAAP and is required to deconsolidate Altium as of the date of the sale. In connection with
the sale and deconsolidation, we expect to recognize a pretax gain of approximately $560 million in the second quarter of 2021.
Book value per share was $65.47 at March 31, 2021 compared to $66.34 at December 31, 2020, reflecting a lower unrealized gain
position on investments in 2021 due to an increase in interest rates. Book value per share excluding accumulated other comprehensive income (AOCI) increased to $65.35 at March 31, 2021 from $64.18 at December 31, 2020.
CONSOLIDATED HIGHLIGHTS
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Three Months Ended
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March 31,
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(In millions, except per share data)
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2021
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2020
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Income (loss) before net investment gains (losses)
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$
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217
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$
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(480
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)
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Net investment gains (losses)
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44
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(152
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)
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Net income (loss) attributable to Loews Corporation
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$
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261
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$
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(632
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)
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Net income (loss) per share
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$
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0.97
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$
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(2.20
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)
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March 31, 2021
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December 31, 2020
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Book value per share
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$
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65.47
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$
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66.34
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Book value per share excluding AOCI
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65.35
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64.18
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Page 1 of 5
Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020
CNA’s results increased primarily due to higher net investment income driven by limited partnership and common stock investments and a swing
to net investment gains from net investment losses in the prior year period. While CNA generated improved underlying property and casualty underwriting income, this was offset by higher net catastrophe losses.
Boardwalk Pipelines’ earnings increased due to higher revenues from growth projects recently placed into service and improved system
utilization due to colder winter weather experienced during the first quarter of 2021.
Loews Hotels’ results declined because of the continued adverse revenue impact of the COVID-19 pandemic. During the first quarter of 2020,
operations were at pre-pandemic levels for the first two months of the quarter, with results falling off dramatically as March 2020 progressed. While most of Loews Hotels’ properties were operating during the first quarter of 2021, occupancy rates
remained well below pre-pandemic levels. Hotel properties in resort destinations continue to show more improvement than those in city centers.
The parent company investment portfolio recorded income for the quarter as compared to a loss in the prior year period. Results improved
primarily due to stronger returns on equity investments.
The Corporate & other segment was negatively impacted by the recognition of a $35 million deferred tax liability resulting from the
Altium Packaging transaction.
Loews’s results no longer include Diamond Offshore. In last year’s first quarter, Diamond Offshore’s results included impairment charges
totaling $774 million ($408 million after tax and noncontrolling interests) related to the carrying value of four drilling rigs.
SHARE REPURCHASES
At March 31, 2021, there were 263.8 million shares of Loews common stock outstanding. For the three months ended March 31, 2021, the Company
repurchased 5.6 million shares of its common stock at an aggregate cost of $274 million. From April 1, 2021 to April 30, 2021, the Company repurchased an additional 0.6 million shares of its common stock at an aggregate cost of $32 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 first quarter results of Loews Corporation has been scheduled for today at 10:00 a.m. ET. A live webcast
will be available via the Investors/Media section of www.loews.com. Those interested in participating should dial (877) 692-2592, or for international callers, (973) 582-2757. The conference ID number is 9887092. An online replay will also be
available at www.loews.com following the call.
A conference call to discuss the first quarter results of CNA has been scheduled for today at 9:00 a.m. ET. A live webcast will be available
via the Investor Relations section of www.cna.com. Those interested in participating should dial (800) 289-0571, or for international callers, (720) 543-0206.
Page 2 of 5
# # #
ABOUT LOEWS CORPORATION
Loews Corporation is a diversified company with
businesses in the insurance, energy, hospitality, and packaging industries. For more information please visit www.loews.com.
# # #
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
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Three Months Ended March 31,
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(In millions)
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2021
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2020
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Revenues:
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CNA Financial (a)
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$
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2,866
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$
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2,291
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Boardwalk Pipelines
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372
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341
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Loews Hotels & Co
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57
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142
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Investment income and other (b)
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327
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91
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Diamond Offshore (c)
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234
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Total
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$
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3,622
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$
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3,099
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Income (Loss) Before Income Tax:
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CNA Financial (a)
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$
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377
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$
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(90
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)
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Boardwalk Pipelines
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114
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88
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Loews Hotels & Co
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(55
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)
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(33
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)
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Corporate: (d)
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Investment income (loss), net
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46
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(166
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)
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Other
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(75
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(42
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Diamond Offshore (c) (e)
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(878
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)
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Total
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$
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407
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$
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(1,121
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)
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Net Income (Loss) Attributable to Loews Corporation:
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CNA Financial (a)
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$
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279
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$
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(55
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)
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Boardwalk Pipelines
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85
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65
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Loews Hotels & Co
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(43
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(25
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Corporate: (d)
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Investment income (loss), net
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36
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(130
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)
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Other (f)
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(96
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(35
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Diamond Offshore (c) (e)
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(452
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)
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Net income (loss) attributable to Loews Corporation
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$
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261
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$
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(632
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)
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(a)
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Includes net investment gains of $57 million and net investment losses of $216 million ($44 million and $152 million after tax and noncontrolling
interests) for the three months ended March 31, 2021 and 2020.
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(b)
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Includes parent company investment income (loss) and the financial results of Altium Packaging.
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(c)
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On April 26, 2020 Diamond Offshore filed for bankruptcy and ceased being a consolidated subsidiary.
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(d)
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The Corporate segment consists of investment income (loss) from the parent company's cash and investments, interest expense, other unallocated
corporate expenses, and the financial results of Altium Packaging.
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(e)
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The three months ended March 31, 2020 included impairment charges of $774 million ($408 million after tax and noncontrolling interests) at Diamond
Offshore related to the carrying value of four drilling rigs.
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(f)
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The three months ended March 31, 2021 includes the recognition of a $35 million deferred tax liability resulting from the Altium Packaging transaction.
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Page 4 of 5
Loews Corporation and Subsidiaries
Consolidated Financial Review
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Three Months Ended March 31,
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(In millions, except per share data)
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2021
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2020
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Revenues:
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Insurance premiums
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$
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1,962
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$
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1,869
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Net investment income
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550
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163
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||||||
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Investment gains (losses)
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57
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(216
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)
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Operating revenues and other (a)
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1,053
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1,283
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Total
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3,622
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3,099
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Expenses:
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Insurance claims and policyholders’ benefits
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1,506
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1,425
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Operating expenses and other (a) (b)
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1,709
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2,795
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Total
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3,215
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4,220
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Income (loss) before income tax
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407
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(1,121
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)
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Income tax (expense) benefit (c)
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(114
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)
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77
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|||||
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Net income (loss)
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293
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(1,044
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)
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Amounts attributable to noncontrolling interests
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(32
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)
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412
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|||||
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Net income (loss) attributable to Loews Corporation
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$
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261
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$
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(632
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)
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Net income (loss) per share attributable to Loews Corporation
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$
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0.97
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$
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(2.20
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)
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Weighted average number of shares
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267.76
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287.04
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(a)
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On April 26, 2020 Diamond Offshore filed for bankruptcy and ceased being a consolidated subsidiary.
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(b)
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The three months ended March 31, 2020 included impairment charges of $774 million ($408 million after tax and noncontrolling interests) at Diamond
Offshore related to the carrying value of four drilling rigs.
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(c)
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The three months ended March 31, 2021 includes the recognition of a $35 million deferred tax liability resulting from the Altium Packaging transaction.
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Page 5 of 5