Loews Annual Report 2021

Loews Annual Report 2021 Form 10-K (NYSE:L) Published: February 9th, 2021 PDF generated by stocklight.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From ____________ to _____________ Commission File Number 1-06541 LOEWS CORPORATION (Exact name of registrant as specified in its charter) Delaware 13-2646102 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 667 Madison Avenue, New York, N.Y. 10065-8087 (Address of principal executive offices) (Zip Code) ☒ (212) 521-2000 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, par value $0.01 per share L New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The aggregate market value of common stock held by non-affiliates of the registrant as of June 30, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $8,143,000,000. As of February 5, 2021, there were 267,046,558 shares of the registrant’s common stock outstanding. Documents Incorporated by Reference: Portions of the registrant’s definitive proxy statement for the 2021 annual meeting of shareholders intended to be filed by the registrant with the Commission not later than 120 days after the close of its fiscal year are incorporated by reference into Part III of this Report. LOEWS CORPORATION INDEX TO ANNUAL REPORT ON FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION For the Year Ended December 31, 2020 Item Page No. PART I No. 1 Business CNA Financial Corporation 5 Boardwalk Pipeline Partners, LP 9 Loews Hotels Holding Corporation 13 Altium Packaging LLC 14 Human Capital 14 Information about Our Executive Officers 15 Available Information 15 1A Risk Factors 16 1B Unresolved Staff Comments 42 2 Properties 42 3 Legal Proceedings 42 4 Mine Safety Disclosures 42 PART II 5 Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 43 6 Selected Financial Data 45 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 46 7A Quantitative and Qualitative Disclosures about Market Risk 77 8 Financial Statements and Supplementary Data 81 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 162 9A Controls and Procedures 162 9B Other Information 162 PART III 10 Directors, Executive Officers and Corporate Governance 163 11 Executive Compensation 163 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 163 13 Certain Relationships and Related Transactions, and Director Independence 163 14 Principal Accounting Fees and Services 163 PART IV 15 Exhibits and Financial Statement Schedules 164 16 Form 10-K Summary 167 2 FORWARD-LOOKING STATEMENTS Investors are cautioned that certain statements contained in this Report as well as in other filings with the Securities and Exchange Commission (“SEC”) and periodic press releases made by us and our subsidiaries and certain oral statements made by us and our subsidiaries and our and their officers during presentations may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). Forward-looking statements include any statement that does not directly relate to any historical or current fact. Forward-looking statements may project, indicate or imply future results, events, performance or achievements, and such statements may contain the words “expect,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “will be,” “will continue,” “will likely result,” and similar expressions. In addition, any statement concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible actions taken by us or our subsidiaries are also forward-looking statements as defined by the Act. Forward-looking statements are based on current expectations and projections about future events and are inherently subject to a variety of risks and uncertainties, many of which are beyond our or our subsidiaries’ control, that could cause actual results to differ materially from those anticipated or projected. Developments in any of the risks or uncertainties facing us or our subsidiaries, including those summarized under the heading “Risk Factors Summary” below and described more fully under Item 1A, Risk Factors of this Report and in our other filings with the SEC, could cause our results to differ materially from results that have been or may be anticipated or projected. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made and we expressly disclaim any obligation or undertaking to update these statements to reflect any change in our expectations or beliefs or any change in events, conditions or circumstances on which any forward-looking statement is based. Unless the context otherwise requires, the term “Company” as used herein means Loews Corporation including its subsidiaries, the terms “Parent Company,” “we,” “our,” “us” or like terms as used herein mean Loews Corporation excluding its subsidiaries and the term “subsidiaries” means our consolidated subsidiaries. RISK FACTORS SUMMARY Our business and the businesses of our subsidiaries face many risks and uncertainties. These risks and uncertainties could lead to events or circumstances that have a material adverse effect on our business, results of operations, cash flows, financial condition or equity and/or the business, results of operations, cash flows, financial condition or equity of one or more of our subsidiaries. You should carefully review and consider the full discussion of our risk factors described under Item 1A, Risk Factors of this Report, before investing in any security issued by us. Principal risks facing us and our subsidiaries include those relating to: Risks Related to Us and Our Subsidiary, CNA Financial Corporation (“CNA”) • the impact of the coronavirus disease (“COVID-19”) on CNA; • CNA may need to increase its insurance reserves if it determines that its recorded reserves are insufficient; • CNA’s actual experience could vary from the key assumptions used to determine active life reserves for its long term care policies; • CNA’s vulnerability to material losses from natural and man-made disasters or other catastrophes; • CNA’s exposure related to asbestos and environmental pollution (“A&EP”) claims; • CNA’s exposure to mass tort product liability claims, changes to the social and legal environment, issues related to altered interpretation of coverage and other new and emerging claim theories; • CNA’s ability to obtain sufficient reinsurance at a cost or on terms and conditions it deems acceptable; • intense competition in CNA’s industry; the cyclical nature of the property and casualty business and the evolving landscape of its distribution network; • technological changes or disruptions in the insurance

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