Good morning. My name is Jackie, and I will be your conference operator today. At this time, I would like to welcome everyone to the Loews Fourth Quarter 2013 Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer session. (Operator Instructions) Thank you. I would now like to turn the call over to Mary Skafidas, Vice President of Investor and Public Relations. Please go ahead.

Thank you, Jackie. Good morning, everyone. Welcome to the Loews Fourth Quarter Earnings and Year-End 2013 Conference Call. A copy of our earnings release and earnings snapshot may be found on our website, loews.com. On the call this morning, we have our Chief Executive Officer, Jim Tisch; and our Chief Financial Officer, Peter Keegan. Following our prepared remarks this morning, we will have a question-and-answer session. Before we begin, however, I will remind you that this conference call may include statements that are forward-looking in nature. Actual results achieved by the company may differ materially from those projections made in any forward-looking statements. Forward-looking statements reflect circumstances at the time they are made, and the company expressly disclaims any obligation to update or revise any forward-looking statements. This disclaimer is only a brief summary of the company's statutory forward-looking statements disclaimer, which is included in the company's filings with the SEC. During the call today, we may also discuss non-GAAP financial measures. Please refer to our security filings for reconciliation to the most comparable GAAP measures. I will now turn the call over to Loews' Chief Executive Officer, Jim Tisch.

Thank you, Mary, and thank you for joining us on our call. Today's report contains some disappointing news. No business or industry can escape the occasional bump in the road and it just so happens that several of our companies that has bumped at the same time. But, before I share any of that news with you, I want to make clear that this quarter has not altered my view of the fundamental strength of Loews and all of our subsidiaries. I feel certain that there are smoother roads ahead. Loews maintains the strong and flexible balance sheet including significant amounts of cash, so we can manage through cyclical downturn and position ourselves and our subsidiaries for future success and long-term value creation. Enough of the preamble, on with the call. As you have seen from our press release, Loews reported full-year 2014 net income of $597 million compared to $558 million in 2012. And likewise, for the fourth quarter, Loews reported a net of loss $198 million compared to a net loss of $32 million in the fourth quarter of 2012. I want to touch on some key points and then return – then turn the call over to Pete Keegan regarding some more detail about our quarterly and full-year results which includes several unusual items. 2014 was a mixed year for our subsidiaries. It was a very good year for CNA as the company continued to improve its underwriting margins and generated its highest income since 2006. CNA's combined ratio excluding catastrophes and development improved by five points. The statutory capital grew by 11% year-over-year and net operating income was very strong. As evidence of CNA's strong capital position and improved underwriting performance, CNA announced this morning that it has declared a special dividend of $1 per share…

Thanks Jim, and good morning, everyone. As Jim mentioned Loews Corporation today reported net income for 2013 of $595 million or $1.53 per share compared to $568 million or $1.43 per share in 2012. For the fourth quarter of 2013, Loews reported a net loss of $198 million or $0.51 per share as compared to a net loss of $32 million or $0.08 per share in the fourth quarter of 2012. Loews' fourth quarter and full-year 2013 results included the following two unusual items. First, CNA took $123 million after-tax charge in the fourth quarter related to the reinsurance contract for asbestos and pollution liabilities that was entered into in 2010 with National Indemnity, a subsidiary of Berkshire Hathaway. As you may recall, CNA purchased $4 billion in reinsurance coverage from National Indemnity, in return for $2.2 billion of assets in a transaction referred to as a loss portfolio transfer. Under the arcane rules of retroactive reinsurance accounting as CNA increased its reserves for asbestos and pollution above $2.2 billion, it is allowed to recognize only a portion of that reserve increase as a reinsurance benefit. CNA is required to record the balance as a period expense. Over the life of the contract, the net income impacted these reserve increases up to the $4 billion limit will net to zero. However, because of the requirements of retroactive reinsurance accounting for the life of the contract CNA will recognize gains in some years and losses in others. Notably, these accounting entries will have no cash impact on CNA. More information on the charges available in the fourth quarter slide deck on the CNA Investor Relations website. And secondly, at HighMount, as a result of continued softness in the price of natural gas liquids pricing together with negative reserve revisions, the company…

Thank you, Pete. Before we open up the call for questions, I wanted to add that Loews firmly believe in the benefits of portfolio diversification. At any given time our subsidiaries face different market environments, some challenging, others more hospitable. Today Boardwalk faces market headwinds that remains financially sound although Boardwalk's recent announcement may be disappointing we believe that the company's action will support long-term financial strength and future growth of the company and will benefit all of its shareholders including Loews in the long-term. Now, I will turn the call back over to Mary.

Thank you, Jim. Jackie, at this time, we would like to open up the call for any questions.

(Operator Instructions) Our first question comes from the line of David Adelman with Morgan Stanley.

Good morning, Jim.

Good morning, David.

A couple of things I wanted to ask, Jim. First, is there any linkage whatsoever between what will obviously be a cash shortfall or a significant reduction in the cash flow that Loews will receive from Boardwalk at least in the coming year, with respect to both the action of CNA to pay a one-time special dividend and/or the timing of that action?

Dave, believe it or not there absolutely was no connection between the two. CNA came to the realization on their loan that they had excess capital and wanted to pay a special dividend and so notified us the people of CNA did not know what was going on at Boardwalk, and likewise we did not tell them nor we prod them for special dividend which is purely coincidence.

Okay. And then, Jim, as it relates to the magnitude of the reduction in the dividend at Boardwalk, what was the thinking to do something so dramatic as opposed to perhaps a more moderate increase, build up the – improve the capital structure there over time and not have such a dramatic, immediate effect?

Well, first of all, this dividend reduction is done from a position of strength. The reason that Boardwalk -- the Board of Boardwalk cut the dividend so dramatically is because they wanted to make sure that the company would have the capital that is needed to finance growth projects for Boardwalk as well as both having the ability to bring the debt to EBITDA levels down to the 4-to-1 range. So it was really done from a position of strength, it was done with the thought in mind that they want to project the holders of Boardwalk from dilution that might occur from a reduction in – a modest reduction in the dividend whereby the company would have to continue to access the equity markets. And the Board decided that the best way to protect long-term investor value was to make this more draconian type so that the company would not have to access nearly as much of the capital markets.

And when you look at over time, Jim, at the capital pipeline for Boardwalk, its investment opportunities including Bluegrass, do you feel as if Boardwalk will be able to fund its level of contribution to those development projects without incurring significant dilution, without having to issue a significant number of new units, and remotely close to the current unit price?

Yes. Boardwalk is going to save 100s of million of dollars otherwise would have been paid as dividend that now can be used to finance these capital projects. And as you firmly say before and I will say it again, I think there will be lots of opportunities for Boardwalk to invest at attractive rate. Yes. There is no doubt that the company is suffering from the effects of the Marcellus -- the increased Marcellus and Utica Shale production. But the other thing that's going on is that the amount of natural gas that's going to be produced in the United States is increasing and will increase dramatically. Natural gas produced in the United States now is about 66 billion cubic feet per day that in the next 10 years that could increase by one-third with the effect of increased gas consumption in the United States, as well as the export of natural gas. All that gas is going to have to move on pipelines from one place to another and that is going to mean that they will have to continue to be a very significant buildup of our natural gas pipeline system and Boardwalk is now very well-positioned to be able to participate in that and to benefit from it.

Okay. Two other things Jim, the issue that Boardwalk and HighMount, do they make Loews less inclined more inclined or there no change at all with respect to the appetite to do a – to buy a business outside of one of your core existing operations?

When we think about investments we think about buying outside of our business about repurchasing our shares and about investing in our subsidiaries. So yes, with respect to Boardwalk, we've said that we're willing to commit $300 million in subordinated debt and we will also on a case-by-case basis willing to help them out with large investments. When we think about -- so that will cause some – we will have reserve some of our cash for that and likewise if Boardwalk moves ahead with the Bluegrass project we'll have to reserve cash for that. So remember, we are going to have more cash flow at Loews this year some of our subsidiaries assuming the current dividend rate compared to last year. So Loews will still have significant amount of cash flow and we're starting from the base of $4.7 billion. So to the extent that we should find an acquisition candidate that we think has zero long-term value creation possibility for us would be happy to move forward.

Okay. Then one last thing, if I could. It appears that in the discrete fourth quarter at HighMount there was an impairment charge not related to goodwill impairment am I correct? And what exactly was written down?

It was some equipment that can no longer be used.

Okay. Thank you.

Thank you.

Our next question comes from the line of Bob Glasspiegel with Janney Capital.

Good morning, Loews team.

Good morning, Bob.

A question on natural gas prices, when I look at the Henry Hub price that was up 25% in 2013 and another 39% year-to-date, how does that impact the reserve charges that you took; I mean if you had been using the $5.99 price, would there have been less of a write-down?

Pete, why don't you talk about the mechanics behind the reserve charge?

No. It really wouldn't have materially affected it. The way you do the ceiling test Bob is a four quarter historical rolling average. So any one quarter doesn't really change it that much so the ceiling test might have been minimally impacted but not much. The goodwill test is totally different test, it's a two step process, you either pass or fail step one, which is based on all kind of market metrics if you fail, which we did you then go to step two and its like redoing purchase price accounting, allocate between gas assets and whatever is left over is goodwill and we did that calculation. There was nothing left over for goodwill. And that was while it's related to pricing its not heavily related to current pricing.

If the Henry Hub price had been $5.99 for the trailing four quarters, would that have mattered?

Yes.

And if it stays at --

I don't know how much we have to go do the calculation, but yes.

And my assumption is, if it stays at $5.99, there is no sort of write-up?

There is no write-up. You just don't have another write-down potentially.

That's number one and number two, if it stayed at $.599 that would really be in defiance of the forward curve which shows natural gas moving back down towards fourth.

Right. What does where the forward curve imply to sort of the economics of the business today? Where does it have to go to, to be the economic -- to process the gas?

So as you look out at the United States there are different areas that have different costs -- different areas have different cost of producing natural gas different economics. So generally, we've assumed that after the Marcellus, the next area is going to come on with additional production would be a place like the Haynesville. And Sonora is behind Haynesville and the few other shales such that those other areas will probably have to come on first before it is economic for us to drill for natural gas in Sonora.

So what price would it have to be, I didn't quite that Jim?

A $1 probably north of $5.

So north of $5. What is your thought process in retaining this business unit? You still think there is long-term potential, I assume, or there is no market to sell? But what's the argument for keeping this --

The gas there that's in the ground that has not been drilled is not going to disappear and one day that could become economic to produce. Two things could happen, number one prices could increase and number two, there could be new technology that make it possible to drill that. Next as we said we are, there are different stratas within our field in Sonora that do hold large amount of oil and specifically I mentioned during my comments that we are drilling in the Wolfcamp within Sonora, we drilled a number of wells that we call our science experiment to see if we can figure out how to move to development drillings in a commercial manner. We are not there yet but over the next several quarters hopefully we'll have more to say about that.

Okay. Last series of questions. What was your pension gain from a book perspective in the fourth quarter? What do you think the EPS impact prospectively will be and what will the funding needs change prospectively?

Our qualified pension is pretty small, Bob. So while we did get a pick up and especially fully funded, we did get a pick up as a result of the change in the discount rate is virtually everybody did. The impact on expense is pretty minimal because our plant is fully funded there isn't much expense and it isn't going to move the needle very much.

Simple answer is for Loews, the parent company and does not necessarily include the --

Well, I'm sorry. I assumed that is what you asked, do you want more than that?

Well, the CNA changes don't impact Loews.

Yes. Ultimately, you'll see it in the consolidated balance sheet. I mean, we still have work in process putting all that together you heard on their call that they had --

So the $300 million would flow through that's essentially the nuts of how that flows through for you guys?

Yes. That will be reflected in the consolidated balance sheet.

Okay. Thank you.

Thank you.

Our next question comes from the line of Andy Baker with Barclays.

Thank you. Good morning thanks for taking the call. Couple of questions on Boardwalk first of all. Can you discuss the sort of thought process on the timeframe of this cut, I mean it's a pretty dramatic cut I assume it's not intended to be resetting Boardwalk's distribution at a dramatically lower level just adjusting the current environment which they operate?

Repeat the question.

Just the timeframe you are thinking about these cuts. I assume these are not cuts intended to last resetting $0.010 as the ongoing distribution. I assume it's set to right size their leverage and then, ultimately, they will be moving back up.

Yes. I agree with you ultimately they're moving backup that's the decision for the Board of Boardwalk and I don't think that they're thinking right now about when dividend is going to move up they're going to, as any Board would do they're going to look each quarter at the financials of the company at the prospects at as a list of investments they have the market price for Boardwalk shares and will make their decision accordingly.

And the $300 million of subordinated debt, is that just to sort of meeting the needs for growth CapEx or can they also use that to, for them to pay down their senior debt?

Well, it's really targeted for growth projects but its cash, if the whole thing is funded so in period it could go to data and debt. But the process of thinking was it is project related.

Okay. As we talked about the dividend policy of all of your subsidiaries today, it seems like an appropriate time to pick up the dividend policy of Loews again. Obviously as your cash now continues to grow up through the $4.7 billion and you haven't raised your dividend, I don't think, in about seven or eight years. Any thought process on if the current Loews parent quarterly distribution is at the appropriate level given your capitalization?

So Board discusses it from time-to-time and beyond that I really don't want to go any further on it.

Fair enough. I guess last question, Jim. Any changes to where this $4.7 billion is invested and how you are looking at where the opportunities for returns are in the market?

No change at all. We continue to kick tires. We continue to assess the needs of our subsidiaries and also continue to assess possibility for share repurchase.

But, I mean where it currently sits in terms of equities versus fixed income versus hedge funds?

I'm sorry. No significant change we have – I think about $700 million of hedge funds investments and another $400 million to $500 million of equity investments and then beyond that it's mostly in short-term investments that earn very, very little.

Okay. Thank you very much.

Our next question comes from the line of Josh Shanker with Deutsche Bank.

Hey. Good morning, everyone. Sorry to make this so much about Boardwalk; obviously it's timely. I know that Andrew sits on the Board and I was wondering to the extent to which – that this was an obvious decision on the part or this was complicated. If Boardwalk is indeed in a state of financial strength right now, in terms of thinking about the timing and everything, to some extent was this – is this an obvious thing to do from the Board's perspective with all their information?

Josh, I think so. I can't speak for the Board because I wasn't at the meeting, but when they decided to do this, but I only support the decision. The Board had two different ways that they could go. They could stress and strain and continue to pay the dividend or pay a slightly reduced dividend knowing that they would have to then go into the ethylene market to raise capital in order to make investments in growth projects. And I think what the Board saw is that there could be very, very significant dilution to the existing shareholders. So the Board decided instead to go to the route of significantly cutting the dividend so that the distribution. So that the company could make those accretive investments without any dilution to the unit holders. And I would say that the hope and expectation is that in the future the distribution will be able to be increased to levels that approached any historic levels that they have been at. This was all based on the Board's view of the business outlook and the changes that take place within the natural gas pipeline business.

Understandable. And historically you guys have been patient and understandable owners of cyclical businesses and you understand the concept about buying low and selling high. Would you ever consider increasing your stake in one of your subsidiaries that you have already sold down a piece as prices weaken for that security?

Let me just say this. We never say never to anything. So we just look at what's going on. We assessed all portfolio. We assessed the prospects for the business. We assessed the other cause for our cash. There is an awful a lot that goes into the assessment. And like I said, we never say never.

Okay. Thank you very much.

Our next question comes from the line of Mike [indiscernible].

Good morning.

Good morning.

I would like to shift the discussion, if we might, to Diamond, which we haven't talked about. Could you comment, since you do sit on that Board, Jim, and chair it, as to, one, the CEO search and when you expect to have an announcement; what you are looking for there? And, two, with respect to that valuation, it would seem that there are many in the market who think the prospects have worsened dramatically in the last six weeks, wondering if you could comment on that. Then picking up on that last question, willingness, ability to buy more shares in Diamond, and/or expectations of changes to dividend policy there with so much in the special? Thank you.

Like I said, first item is the CEO search and I would say that we have – the Board of Diamond has not asleep at the switch. They been moving with, I will say great dispatch in the search for a CEO and we are hopeful that there can be an announcement from Diamond in the near future on that score. With respect to the offshore, the rate for rigs in the offshore drilling market, I truly don't know which way day rates are going to go, it's a very complicated mosaic where you have got oil companies that contract with us that feel pressure on their cash flow in their capital investment. They also feel pressure to increased oil and gas production, the new rigs coming into the market. There is an awful lot going on. The thing that I know is that means for Diamond is that there could be a lots and lots of opportunities. There could be opportunities to buy rates in the market because Diamond is the financially the strongest competitor in the industry. So some competitors that are highly levered. There are some that, to us seem to have really extended themselves in terms of their capital commitments. So there could be lots of opportunities to create a long-term value. And what Diamond does is that they watch carefully what's going on around them and they like Loews, look to build long-term value in whichever way they can. And they are willing to use their balance sheet in order to do that.

Again, picking up on what I was trying to ask, is, as to their valuation and balance sheet, it would seem that the capital there is spoken for with the CapEx commitments previously made that you are still paying for this year and some into 2015. And with that the special dividend appears to be funded, but what about the opportunity to buy back stock? Is that something that you would encourage them to do, or would that make more sense, if Loews saw value, to do at the parent company, i.e., take your stake up above 51%?

So Diamond goes first. And I leave it to the Board to decide specifically what they want to do with the expected share repurchases?

And so if they decided not to against the prior gentleman's question just from a portfolio management, if you wanted to, are there any constraints and you buying more shares of Diamond here, you think it's undervalued?

Are there constraints? No. But like I said, there are lots of things that we take into consideration when thinking about share repurchases and other investments by Loews.

All right. I will leave it there. Thank you.

Thank you.

(Operator Instructions) Our next question comes from the line of Michael Millman with Millman Research.

Thank you. Following up on the last one and a couple of other things. For those -- on Diamond, particularly for those who are not that close, when I look at some of the numbers the stock is at a 52-week low, yet the Street almost unanimously seems to think that earnings in 2015 will be substantially higher. So a question, does that seem reasonable to you? Then on CNA, could you just repeat what last year's dividends were? And on Boardwalk, current price, does that suggest that you may have to take any write-downs?

So on Boardwalk, no Loews doesn't have to take any write-downs. And CNA, the dividend last year was at $0.20 per quarter rate and the year before that was in $0.15 per quarter rate. And what was the question about Diamond again?

Well, on the CNA also what was the – you expect $500 million this year, what did you get last year? On the Diamond is that the – it's a 52-week low despite the Street seemingly agreeing that earnings would be substantially up in 2015. I was wondering if we were missing -- if those of us who are not that close are missing something – a lot.

I can't speak for why Diamond is, price where it is. You have to ask some analysts on Wall Street. From my perspective, it seems like a crazy valuation that who am I to say. Diamond is a – as I said has the strongest balance sheet in the industry. It has a phenomenal record of investment in offshore drilling rigs, rather than build new rigs. We completed refurbished all of it. And we have the equivalent of brand new rig that have the size that are able to earn just about where the new rig out of a shipyard cost. We got four new rigs coming out of the shipyard now. The market or the analysts seem to be focused on the age of the Diamond fleet, but my life the Diamond fleet does not nearly have the age that the analysts calculate. When I look at the age of our design win fleet, I think in terms of the market valuated age so that when you multiply the age by the market value of the rig and then conclude the average age for the fleet. Our number show that our fleet is about the same age of the Transocean fleet. So I think Diamond is tremendously strong, has lots of financial flexibility and I don't really understand what the market is focused on.

Okay. And just on the CNA, what was –

Jim your question relates to, how much did we receive in distributions in 2013?

Right.

Loews received $194 million.

Okay. And $500 million this year?

Just under – it will be – at the current dividend rate – just under $500 million.

All right. Let me answer that question mechanically. If you subtract the special dividend, which they declared of a dollar and you then take the quarterly distributions and multiply them by four, you will end up with a number that is somewhat under $500 million. But, that is – the Boards obviously have declared nothing beyond the first quarter distribution level.

You add those not subtract them.

Add them, sorry. Well, to get to the number you got to subtract it and then add it back. You can't multiply the first quarter by fourth.

Thanks. Okay.

Thank you.

That was our final question. I would now like to turn the floor back over to Mary Skafidas for any additional or closing remarks.

Thanks Jackie, and thank you all for joining our call today. That concludes our call and we will see you in the next earnings call. Bye.