SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Date
of report:
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April
4, 2006
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(Date
of earliest event reported):
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February
14, 2006
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LOEWS
CORPORATION
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(Exact
name of registrant as specified in its charter)
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Delaware
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1-6541
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13-2646102
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(State
or other jurisdiction of
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(Commission
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(I.R.S.
Employer
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incorporation)
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File
Number)
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Identification
No.)
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667
Madison Avenue, New York, N.Y.
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10021-8087
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area
code:
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(212)
521-2000
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NOT
APPLICABLE
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(Former
name or former address, if changed since last
report.)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17
CRF
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to rule 13e-4 (c) under the Exchange Act
(17 CFR
240.13e-4(c))
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1
Explanatory
Note: The Registrant filed a Current Report on Form 8-K, dated February 16,
2006, to furnish information under Item 2.02 with respect to its results of
operations for the fourth quarter and year-ended 2005 and to file information
under Item 4.02(a) with respect to the restatement of its annual financial
statements for the years 2001 through 2004, as well as its interim financial
statements through September 30, 2005. This amendment is filed solely to expand
upon the information previously reported under Item 4.02(a).
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Item
4.02(a).
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Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report
or
Completed Interim
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Review
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The
Registrant will restate its annual financial statements for the years 2001
through 2004, as well as its interim financial statements through September
30,
2005.
The
restatement is to correct the accounting for discontinued operations acquired
by
the Registrant’s 91%-owned subsidiary, CNA Financial Corporation (“CNA”) in
CNA’s merger with The Continental Corporation in 1995. A current review by CNA
of its discontinued operations identified an overstatement of the net assets
of
these discontinued operations and errors in accounting for the periodic results
of these operations.
CNA
did
not have an effectively designed control process in place to ensure adequate
oversight, analysis, reconciliation, documentation and periodic evaluation
of
the results and balances that comprise the net assets of businesses reported
as
discontinued operations. There was also a lack of understanding of subsidiary
ledger detail which contributed to CNA’s failure to eliminate intercompany
activity within discontinued operations and between continuing and discontinued
operations. As a result, the balances related to discontinued operations were
incorrectly established in CNA’s current general ledger system in 1997 in
connection with a general ledger conversion, creating an overstatement of the
reported net assets of discontinued operations. In addition, CNA’s evaluation of
the periodic results of discontinued operations was ineffective. The correction
of the elimination issue noted above caused the historical results of
discontinued operations to change, requiring current evaluation of the revised
periodic results for reporting purposes. Further, in light of the impact of
the
elimination corrections, CNA reviewed its historical process to evaluate the
results of discontinued operations and determined that process did not address
recorded loss reserves at all consolidating levels for discontinued operations.
Therefore, CNA determined that it was appropriate to recognize the impact of
the
revised historical periodic income or loss of discontinued
operations.
This
restatement will decrease Registrant’s shareholders’ equity by $186 million, or
1.5%, and decrease net income by $19.5 million, or $0.10 per share of Loews
common stock, as of and for the year ended December 31, 2004 and will increase
net income by $1.4 million, or $0.01 per share of Loews common stock, for the
year ended December 31, 2003.
As
a
result of this restatement, the Registrant’s consolidated financial statements
for 2001 through 2004, and the related independent registered public accounting
firm’s reports thereon, as well as the Registrant’s interim financial statements
through September 30, 2005, should no longer be relied upon. The Registrant’s
consolidated financial statements as of and for the year ended December 31,
2005, filed on Form 10-K on March 10, 2006, included the effects of this
restatement.
The
determination to restate was made by the Audit Committee of the Registrant’s
Board of Directors on February 14, 2006 upon Registrant management’s
recommendation and in consultation with Deloitte & Touche LLP, the
Registrant’s independent registered public accounting firm.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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LOEWS
CORPORATION
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(Registrant)
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Dated: April
4, 2006
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By:
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/s/
Gary W. Garson
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(Signature)
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Gary
W. Garson
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Senior
Vice President
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General
Counsel and Secretary
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2
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April
4, 2006
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Ms.
Vanessa Robertson
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United
States Securities and Exchange Commission
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Division
of Corporation Finance
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100
F Street, N.E.
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Washington,
D.C. 20549
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Re:
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Loews
Corporation (the "Company")
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Item
4.02 Form 8-K
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Filed
February 16, 2006
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File
No. 001-06541
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Dear
Ms.
Robertson:
We
refer
to your letter dated February 17, 2006 and related discussions between the
Staff
of the Securities and Exchange Commission (the "Commission") and representatives
of our 91%-owned subsidiary, CNA Financial Corporation. The Company is filing
today, via EDGAR, a Form 8-K/A to amend the Form 8-K filed on February 16,
2006.
As
requested in your letter, the Company acknowledges that:
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§
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the
Company is responsible for the adequacy and accuracy of the disclosure
in
its filing;
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§
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Staff
comments or changes to disclosure in response to Staff comments do
not
foreclose the Commission from taking any action with respect to the
Company's filing; and
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§
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the
Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
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Although
we are amending our disclosures in the Form 8-K/A filing, our amendment should
not be considered an indication that we believe any disclosures in the captioned
Form 8-K as filed on February 16, 2006 were inadequate in any material
respect.
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Very
truly yours,
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By:
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/s/
Gary W. Garson
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Gary
W. Garson
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GWG/cd
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Senior
Vice President
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Enc.
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General
Counsel
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and
Secretary
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