Cover and table of contents

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Cover and table of contents

10-K 1 d522464d10k.htm 10-K

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2017

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 1-6541

LOEWS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware13-2646102
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)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 className of each exchange on which registered
Common Stock, par value $0.01 per shareNew 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 X 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 X

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 X No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

Yes X No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ].

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 X 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes No X

The aggregate market value of common stock held by non-affiliates of the registrant as of June 30, 2017, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $12,971,000,000.

As of February 2, 2018, there were 328,825,271 shares of the registrant’s common stock outstanding.

Documents Incorporated by Reference:

Portions of the registrant’s definitive proxy statement for the 2018 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.

Table of Contents

LOEWS CORPORATION

INDEX TO ANNUAL REPORT ON

FORM 10-K FILED WITH THE

SECURITIES AND EXCHANGE COMMISSION

For the Year Ended December 31, 2017

ItemPage
No.PART INo.
1Business
CNA Financial Corporation3
Diamond Offshore Drilling, Inc.7
Boardwalk Pipeline Partners, LP10
Loews Hotels Holding Corporation14
Consolidated Container Company LLC15
Executive Officers of the Registrant16
Available Information16
1ARisk Factors16
1BUnresolved Staff Comments43
2Properties43
3Legal Proceedings43
4Mine Safety Disclosures43
PART II
5Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities43
6Selected Financial Data46
7Management’s Discussion and Analysis of Financial Condition and Results of Operations47
7AQuantitative and Qualitative Disclosures about Market Risk82
8Financial Statements and Supplementary Data86
9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure163
9AControls and Procedures163
9BOther Information163
PART III
10Directors, Executive Officers and Corporate Governance163
11Executive Compensation164
12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters164
13Certain Relationships and Related Transactions, and Director Independence164
14Principal Accounting Fees and Services164
PART IV
15Exhibits and Financial Statement Schedules165
16Form 10-K Summary169
Table of Contents

PART I

Next: Item 1. Business.