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United States securities and exchange commission logo
December 23, 2020
David B. Edelson
Senior Vice President and Chief Financial Officer
Loews Corporation
677 Madison Avenue
New York, New York 10065
Re: Loews Corporation
Form 10-K for the
Fiscal Year Ended December 31, 2019
Filed February 12,
2020
File No. 001-06541
Dear Mr. Edelson:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within 10 business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2019
Notes to Consolidated Financial Statements
Note 1: Summary of Significant Accounting Policies
Investments, page 98
1. We note your July 24,
2009 response to comment 2 of our June 22, 2009 letter
acknowledging the
significance of high credit quality designation in the guidance now
codified in ASC
325-40-35-4 (and since the adoption of ASU 2016-13 in ASC 325-40-35-
4C). Your policy
disclosure in the third paragraph of this section is unclear as to how you
account for changes in
prepayment estimates but appears to imply use of the retrospective
method which only
applies to asset-backed securities of high credit quality. Given that it
is apparent from the
December 31, 2019 Supplemental Financial Information furnished as
Exhibit 99.2 to the
February 10, 2020 Form 8-K of CNA Financial Corporation (CNA)
that about $3.2 billion
of its total asset-backed securities investments of $8.8 billion, or
37% are rated below AA
and therefore not of high credit quality, please provide us
David B. Edelson
FirstName LastNameDavid B. Edelson
Loews Corporation
Comapany23,
December NameLoews
2020 Corporation
December
Page 2 23, 2020 Page 2
FirstName LastName
proposed revised disclosure to be included in future filings that
clarifies how you account
for changes in prepayment estimates for your asset-backed securities.
Otherwise, tell us
how your current policy disclosure and accounting complies with the
guidance referenced
above.
Revenue recognition, page 101
2. Your policy disclosure for Altium Packaging LLC to recognize revenue
in part when
"there is persuasive evidence of an arrangement, the sales price is
fixed and [sic]
determinable and collection is reasonably assured" reflects guidance
from SAB 104 that
was superseded by ASC 606. Please confirm for us that you recognize
your packaging
revenue based on the principle outlined in ASC 606-10-25-1 and provide
us proposed
revised disclosure to be included in future filings that is consistent
with this guidance.
Separately tell us in your response why it is appropriate to reflect
resin price changes on a
lagged basis as indicated on page 61 and reference for us the
authoritative literature you
rely upon to support your accounting. Explain why these costs if
"passed through" are not
probable of being collected when they are incurred instead of when
they appear to be
invoiced.
Note 3: Investments, page 109
3. In the risk factor on page 63 of your September 30, 2020 Form 10-Q you
identify the
energy, retail, travel, entertainment and real estate industries as
being heavily impacted by
the COVID-19 pandemic. You also indicate that CNA's municipal bond
portfolio is
subject to risks of default by state and local governments and
agencies that are under
increased strain related to the pandemic. Finally, you disclose that
these significant
financial market disruptions may have a material impact on CNA's
business, results of
operations and financial condition. Please tell us the following:
Your current investment portfolio exposure to each of the
industries identified above;
Your consideration for disclosing in your upcoming 2020 Form 10-K
the
concentration information in your investment portfolio for these
industries and your
municipal bond portfolio as stipulated in ASC 825-10-50-20 and
50-21; and
If your investment portfolio concentrations do not meet the
disclosure threshold in
the guidance identified in the preceding bullet, your
consideration for otherwise
disclosing in Management's Discussion and Analysis in your
upcoming 2020 Form
10-K more information about the composition of your investment
portfolio so that
investors can better assess the underlying risks given the
significant financial market
disruptions you identify.
Note 18: Legal Proceedings
Boardwalk Pipelines, page 157
4. It is unclear whether your indication that you do not believe that the
outcome of any such
pending litigation will materially affect your results of operations
or equity refers only to
litigation arising in the ordinary course of business or also
incorporates your conclusion
David B. Edelson
Loews Corporation
December 23, 2020
Page 3
on the Boardwalk Pipeline Partners, LP matter as well. If it does,
please provide us
proposed revised disclosure to be included in future filing that
provides clarification. If it
does not, provide us proposed revised disclosure that indicates your
estimate of possible
loss or range of loss or a statement that such an estimated cannot be
made as required by
ASC 450-20-50-4b and separately support for us your revised
disclosure.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Mark Brunhofer at (202) 551-3638 or Bonnie Baynes at
(202) 551-
4924 with any questions.
FirstName LastNameDavid B. Edelson Sincerely,
Comapany NameLoews Corporation
Division of
Corporation Finance
December 23, 2020 Page 3 Office of
Finance
FirstName LastName