(Operator Instructions) It is now my pleasure to turn the call over to Darren Daugherty, Director of Investor Relations for Loews. Please go ahead, sir. Darren Daugherty: Thank you, Melissa. Good morning, everyone and welcome to Loews Corporation second quarter 2007 earnings conference call. A copy of the earnings releases for Loews Corporation and Carolina Group may be found on our website, Loews.com. Also on the call this morning are Jim Tisch, the Chief Executive Officer of Loews; and Peter Keegan, the Chief Financial Officer of Loews. They will be joined by Marty Orlowsky, Chief Executive Officer of Lorillard. Before we begin, I would like to make a few brief disclosures concerning forward-looking statements. This conference call will include the use of 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 made during this call. This disclaimer is only a brief summary of the company's statutory forward-looking statements disclaimer. We urge you to read the full disclaimer, which is included in the company's 10-K and 10-Q filings with the SEC. I'd also like to remind you that during this call today we may discuss certain non-GAAP financial measures. With regard to such, please refer to our securities filings for a reconciliation to the most comparable GAAP measures. After Jim, Peter, and Marty have discussed our results, we will have a question-and-answer session. If you would like to ask questions and are listening via the webcast, please use the dial-in number to participate: 877-692-2592. I would now like to turn the call over to Loews' Chief Executive Officer, Jim Tisch.

Thank you, Darren and good morning, everybody. Judging by the stock market reaction to our reported earnings, you'd think we had a miserable quarter. But in fact, Loews and all its subsidiaries reported excellent second quarter results, with positive underlying trends from previous quarters remaining intact. Earnings per Loews common share increased to $0.95, up from $0.85 in the second quarter of last year. Strong results from Diamond Offshore and improved investment income were the primary drivers, although each of our subsidiaries is performing well. Earnings per share of Carolina Group increased to $1.30 from $1.09 in the second quarter of last year. CNA reported another very strong quarter, reflecting the company's continued focus on improving operating fundamentals. Net operating income was the highest ever reported, and the combined ratio for P&C operations decreased by over 100 basis points to 94.9% for the first half of '07 versus the first half of last year. As the insurance market softens, CNA is well-positioned to manage through the business cycle with disciplined underwriting and claims management in its well diversified portfolio of commercial property casualty products and services. Diamond Offshore achieved another quarter of record revenues and earnings. The international markets for semi submersibles and jackups remains quite healthy and are characterized by strong, leading edge day rates and improving duration of contract term. In contrast, the Gulf of Mexico jackup market continues to exhibit some pricing weakness. Accordingly, Diamond has announced that another of its jackup rigs, the Ocean King, has departed for the international market where day rates are stronger. Also announced was a 10,000 foot water depth capable semi submersible, Ocean Endeavor, has commenced operating under a four-year contract in the Gulf of Mexico after completion of its two-year upgrade and commissioning. The combination of increased average day rates…

Your first question comes from Bob Glasspiegel - Langen McAlenney. Bob Glasspiegel - Langen McAlenney: Good morning, and let me say I appreciate your answer and Jimmy, I share your confusion at the stock reaction today. I do sense from investors sort of a nervousness about the overall investment picture and your company's exposure to what's happened in the third quarter. I was wondering if you would be willing to share with us any sort of incremental changes in the portfolio to date in the third quarter. With the Treasury rally, were you well positioned to benefit from it, as I expect? Whether you're playing offense or defense on the margin with the significant changes that have happened in July?

Well, I'm not going to talk about what we've done in our portfolio since the end of the quarter, but I think that a lot of the reaction of Loews' and CNA's stock to our earnings report related to the other than temporary impairments that we took. Pete explained it once, but let me just add a little bit to this discussion. We manage today, and for the past 30 years, we have managed CNA's portfolio differently than most other insurance companies manage their portfolio. Typically, when an insurance company manages a portfolio they buy an asset, they put it there, they buy a bond, they put it in their portfolio, and they wake up five, ten, or 20 years later, or whatever, and the bond matures. That is typically not what happens in the CNA portfolio. When we manage the portfolio, we have a more active portfolio management style. We buy securities and we sell securities. The reason that we do this is because we believe that we can add value by moving from one security to another, from one sector of the market to another. As I said, that's been our modus operandi for 30 years and I would happily stack up our performance record versus those of our peers in the insurance industry. What's happened more recently is that the accounting rules have been tweaked and changed slightly, and the result of it is that most of the portfolio that we have, we carry as available for sale. The way the rules work today on securities that are carried available for sale is that if at the end of the quarter that individual security is at a loss -- doesn't matter if it's a $0.01, a point, or 20 points -- if it's at a loss, you…

I don't want to go into that. I don't want to talk about individual securities. Bob Glasspiegel - Langen McAlenney: You're not willing to talk about any of these positives that are happening, but you're outlining all the negatives fully, consistent with your historic conservatism. Thank you.

Your next question comes from Judy Hong - Goldman Sachs. Judy Hong - Goldman Sachs: Jim, just on the Loews trading portfolio part of it, I know that you've always said it's mostly in cash and government bonds. But can you clarify that none of the Loews trading portfolio really is exposed to any sub-prime or CDO market?

We have very little exposure to sub-prime and CDO in the Loews' portfolio. Judy Hong - Goldman Sachs: Is it fair to say it's much less than what CNA is exposed to?

Say again? Judy Hong - Goldman Sachs: Is it fair to say that the exposure is much less than what CNA is exposed to?

Oh, yes. Judy Hong - Goldman Sachs: Some questions for you, Marty. First, in terms of just looking at your COGS per unit in the second quarter, excluding MSA payments and the buyout expenses, it looks like in the second quarter it was up much more than what we've seen recently. So can you just talk about what drove that increase in the second quarter? Marty Orlowsky: Well, in part it was increased excise taxes related to the higher volumes. Secondly, we had some promotion expense that was included due to the nature of the expense in the cost of sales or the cost of goods. However overall, our promotional spending, if you include what does not get accounted for in cost of goods, was down. So mostly, it's due to the promotional expense. Judy Hong - Goldman Sachs: So the nature of the promotional expenses that hurt the COGS in the quarter, is that related to higher percentage of free goods promotions in the second quarter? Marty Orlowsky: That's correct. Yes. Judy Hong - Goldman Sachs: In relation to that, could you just talk about the competitive landscape in the menthol segment? We've heard Reynolds talk about the competitive activity heating up a little bit in the second quarter. Could you just talk about what you're seeing more recently as it relates to the menthol competitive dynamics? Marty Orlowsky: Other than a couple of line extensions that have been introduced by Reynolds and Philip Morris and the associated promotional activity that goes along with those introductions, essentially I don't see any major, major changes. There's still a fair amount of buy downs, or off invoice and buy down programs on the part of Philip Morris on menthol packings, and Reynolds is pretty actively supporting through promotion, Camel Menthol as…

Your next question comes from David Adelman - Morgan Stanley.

Jim, let me ask you a follow-up question to the comments you made about the hedge positions for CNA on some of their sub-prime-related exposure. To the extent that they make money on one of those hedge positions, does that reduce or moderate at all the mark to market P&L impact that was incurred during the quarter?

Yes, it does. Those derivatives are mark to market every quarter.

Bigger picture, Jim. If you take the hypothetical that there were to be significant stress in the capital markets over some period of time, would you be willing to have the corporation borrow money, a significant amount of money, to make an acquisition or to incur a credit rating downgrade?

I don't want to talk about hypotheticals like that. I just want to say that where I thought you were going was if there was a meltdown of the financial markets, I think that the CNA portfolio is in terrific shape in order to take advantage of that. In fact, we've been doing that in certain markets now that have seen particular stress, we've been allocating more and more capital to those markets. We're actually having a pretty good time in these markets, notwithstanding the stress; or in fact because of the stress.

Pete, you might have said it and I missed it. What was the quarter end gross cash balance at the holding company? Peter Keegan: It's $5.8 billion, David.

Marty, I wanted to ask you a few questions, please. Was there any material change from the quarter start to the quarter end in your trade inventory levels? Marty Orlowsky: No.

That was the principal thing I wanted to ask you. Thank you.

Your next question comes from Nik Modi - UBS. Nik Modi - UBS: Marty, just one quick question in terms of Newport M. Can you just give some perspective on that, if you've shipped that already, and if some of the promotional goods that you shipped were related to the new product launch? Thanks. Marty Orlowsky: Yes, we went into test market effective the first week of July, and it's in a limited test market. We're not big on line extending but we feel that this particular blend may have an opportunity to build some incremental competitive business for us; gains. Some of the activity, it was very minor, Nik, it was promotional and shipped in the late second quarter, but it was really relatively insignificant in the scheme of things.

Your next question comes from Filippe Goossens - Credit Suisse. Filippe Goossens - Credit Suisse: Again, congrats on a good quarter here on the Lorillard side. Jim or Pete, just as a follow-up on Judy's question, the marketable securities at Carolina Group, if I recall correctly from past SEC filings, that some of that is in limited partnerships. We should not be concerned that any of these marketable securities carry significant mark to market risk, correct?

Well, those securities are basically mark to market every quarter, and they have generated extraordinary earnings for Carolina Group, just as the $1 billion-plus portfolio of partnership investments for CNA has generated extraordinary investments for them. We don't see anything extraordinary in the negative sense coming from those investments. Filippe Goossens - Credit Suisse: On the tax rate, the rate was down for year over year. Anything in particular behind that decline, and what should we assume for the second half of the year there?

Pete's got the information on the tax rate. Peter Keegan: I don't have that readily available. I've got the Loews consolidated.

Are you looking for Loews consolidated? Darren Daugherty: Are you talking about Carolina Group or Loews? Filippe Goossens - Credit Suisse: Carolina Group. Darren Daugherty: Carolina Group, the tax rate was 39.10% and it went down to 37.34%. The principal decline was attributable to an increase in the manufacturer's deduction. That 37.34% is about our current estimate. Filippe Goossens - Credit Suisse: Marty, we had recently Swedish Match announce that they're going to take Red Man into Snus. Can you give us an update at this juncture in terms of what joint venture you may be working on with regard to the smokeless side? Thanks. Marty Orlowsky: The only thing that I'm going to say is that we continue to work on a project, which we announced a while back. I don't really have anything more specific to add at this point. Filippe Goossens - Credit Suisse: My final question is for Jim and Pete again. I want to ask more questions on the potential dividend review. But that being said, if the net worth test, if it gets lifted, based on my calculations, if you were to pay down all the inter-company debt it looks like you may be sitting on a sizable amount of excess cash on the balance sheet. Should we assume that's most likely going to be a return to shareholders in the form of a special dividend? Or are there other uses of cash that we have not spoken about so far? Thanks.

As you know, the basic modus operandi of the company has been to pay down the notional debt as quickly as possible. Once that's done, to pay as much as possible in dividends, while also maintaining the financial strength and solvency of Lorillard, and also keeping Carolina Group on a good, financial balance. So we have no plans beyond that. Filippe Goossens - Credit Suisse: But if you're sitting on excess cash, Jim, I would assume that you will return that to shareholders, no?

Well, Filippe, you've got to be careful. Not only do we have to look at cash, but we also have to look at shareholder's equity. We always want to run Lorillard so that it has a significant amount of shareholder equity so that it can operate as a strong and solvent company.

Your next question comes from Christine Farkas - Merrill Lynch. Christine Farkas - Merrill Lynch: Marty, I'm wondering if I could follow-up a little bit on your operating expenses, and perhaps you highlighted this a little bit earlier. Even if we were to pull out the charges from a year ago, there's still about 300 basis points of operating leverage. How much of that improvement came through with the promotional expense that was in the COGS line versus any other timing of expenses or overall cost savings associated with your cost cuts put in place last year? Marty Orlowsky: Well, when you say operating expenses, you're talking about SG&A? Christine Farkas - Merrill Lynch: Correct, yes. Marty Orlowsky: Most of the positives on SG&A were derived through lower promotional spending and then secondarily, lower costs attributable to the sales restructuring, it is an ongoing reduction in expense. I'm not sure I quite understand your question. Christine Farkas - Merrill Lynch: Just earlier, you mentioned the higher cost of goods. Part of that had to do with the nature of your promotional expense in the quarter. So I guess the flip side would be is, do you get a benefit of that in the SG&A line because it came through in the COGS line? Marty Orlowsky: If you add up total promotional dollars, forget the accounting rule, but just in terms of total promotional spending, we were down in the second quarter of '07 versus '06. We spent less in promotion, overall. From an accounting standpoint, some expense goes into the cost of goods sold. Christine Farkas - Merrill Lynch: That's helpful. Your second point, or a clarification that there were in fact some cost savings that came through in the quarter. Just some housekeeping items, which we always try to get out of you. Would you have the tobacco growers -- ? Marty Orlowsky: It sounds like I never answered the question. Christine Farkas - Merrill Lynch: For which question, the first one? Marty Orlowsky: No, no, go ahead. Christine Farkas - Merrill Lynch: No, you do always give it to us. Sorry. The tobacco growers payments and the depreciation expense for the quarter. Thanks. Marty Orlowsky: All right. The grower expense was $27.4 million in the second quarter of '07. Our depreciation was 10.3.

Your next question comes from Ann Gurkin - Davenport. Ann Gurkin - Davenport: Just one thing left. I didn't know if you had any comments on potential FDA regulation or FET tax increases? Also, I think it was Senator Enzi has been floating a bill that would propose eliminating the entire menthol segment. So I didn't know if you had any comments on any of that? Marty Orlowsky: Well, the only comment can I make is on FET right now the activity on the House side was for a $0.45 increase. But the way the Congress has evolved lately, one never knows where it's going to go, but that's where it seems to be heading. On the FDA side, they're going to resume committee meetings on Wednesday. There's a laundry list of amendments that Enzi and others either have already proposed or may propose. It's very difficult to comment on what the basis or the potential of any of those amendments are. Remember, this is all at the committee level. A lot of it is maneuvering and jockeying around for some kind of position on the legislation. Beyond that, there really isn't much I can comment on.

Your next question comes from Michael Millman - Soleil Securities. Michael Millman - Soleil Securities: Sorry, more CAN. Thank you, it was very helpful explanations but from reading the press release, CNA seems to be saying that net operating income included the $119 million net investment gain; and in fact, the improvement in net operating income was primarily due to increased net investment income and that operating income in fact may have been negative. Can you clarify those comments?

Sure. Net operating income includes investment income, but does not include capital gain or loss. So the net operating income of $318 million is what was earned in the insurance business, including the investment income on the portfolio. And then, additionally to that, there was a net $91 million loss on capital transactions within the CNA portfolio, so that resulted in a net income from continuing operations of $227 million. Michael Millman - Soleil Securities: So if we just look at the operations excluding that net investment income, it might have been more like $200 million down from about $305 million?

No. No, no, no. CNA earned from its insurance operations, which includes interest and investment income, earned $318 million -- which I might add, is the most that CNA has ever earned in a quarter from its operating business. Michael Millman - Soleil Securities: But that included the investment income?

That includes investment income, yes. It always does. By the way, investment income is an integral part of the business model, not only of CNA, but of every insurance company. If you read Warren Buffet's annual report, he refers to it as float, and how important that float is in the income for him and every other insurance company. Michael Millman - Soleil Securities: So we should not be concerned that the mix this quarter was more skewed to investment income?

There was a significant increase in investment income. I leave it to you to decide whether or not you should be concerned about it. I'm comfortable with it. Michael Millman - Soleil Securities: Can you give us again the Lorillard debt figure?

The notional debt I think is $975 million. Peter Keegan: $978 million. Michael Millman - Soleil Securities: That was the notional. What about Lorillard? Sorry, Loews' debt? Peter Keegan: $865 million. Michael Millman - Soleil Securities: Can you give us an idea of what you expect for your long-term return on your investment in gas exploration production?

We don't even own it yet. Michael Millman - Soleil Securities: Can you give us an idea of what your long-term growth return is expected to be once you own it?

No. We don't make forecasts. Michael Millman - Soleil Securities: Do you see it as being maybe relative to what you saw when you first got into gas pipelines?

I don't want to characterize the rates of return that we think we're going to earn. We are a company that goes about our business. We have a sense of what the value is of what we bought. But we don't want to put ourselves in a position where we're making projections and estimates for investors, because that can only come back to haunt the company in one way or another.

Your next question comes from Filippe Goossens - Credit Suisse. Filippe Goossens - Credit Suisse: Marty, just a follow-up, please if I may, this morning. If my memory serves me right, in the last couple of the quarters, your operating earnings benefited from lower litigation expense. Am I right to assume that that was still the case this quarter? When will you actually anniversary those lower expenses? Thank you. Marty Orlowsky: Our expenses were basically flat in legal second quarter of '07 with the second quarter of '06. So we have about flattened out at this point. Where it's going to go in the future, I think as I've explained in the past, is totally dependent on the number of trials and cases that one deals with. So there's a degree of unpredictability associated with that, other than in general terms, clearly the legal landscape has, so to speak, calmed down a bit. Certainly major class actions are not as much of an issue as they have been in the past, and therefore the expenses have gone down related to that. So right now, it was about a flat comparison. Filippe Goossens - Credit Suisse: Marty, since I have you, in terms of the arbitration for the disputed payments, do you have any feel for what the timeline may be to have that all resolved? Marty Orlowsky: No, not at all. In fact, there has been no agreement on arbitration of any consequence. So the industry has been successful in virtually every one of these issues that were brought into the trial court, and in many instances, at the appellate level in the individual states. However, there's no way to predict when any of the states are going to agree to attempt to arbitrate the issue, as per the agreement itself. So I can't give you any kind of timeline.

There appear to be no further questions. I would like to turn the floor back over to management for any closing comments. Darren Daugherty: Thank you for joining us today. A replay of this call, as well as the downloadable podcast, will be available on our website, Loews.com, in approximately two hours. That concludes today's call.