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Cover and 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, 2019

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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.01 per shareLNew 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 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

X

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

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 28, 2019, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $14,174,000,000.

As of February 7, 2020, there were 287,770,405 shares of the registrant’s common stock outstanding.

Documents Incorporated by Reference:

Portions of the registrant’s definitive proxy statement for the 2020 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, 2019

ItemPage
No.PART INo.
1Business
CNA Financial Corporation3
Diamond Offshore Drilling, Inc.7
Boardwalk Pipeline Partners, LP9
Loews Hotels Holding Corporation13
Altium Packaging LLC14
Information about Our Executive Officers15
Available Information15
1ARisk Factors16
1BUnresolved Staff Comments44
2Properties44
3Legal Proceedings44
4Mine Safety Disclosures44
PART II
5Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities45
6Selected Financial Data47
7Management’s Discussion and Analysis of Financial Condition and Results of Operations48
7AQuantitative and Qualitative Disclosures about Market Risk79
8Financial Statements and Supplementary Data83
9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure162
9AControls and Procedures162
9BOther Information162
PART III
10Directors, Executive Officers and Corporate Governance162
11Executive Compensation163
12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters163
13Certain Relationships and Related Transactions, and Director Independence163
14Principal Accounting Fees and Services163
PART IV
15Exhibits and Financial Statement Schedules164
16Form 10-K Summary167

PART I

Next: Item 1. Business.