Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
The Company maintains a system of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), which is designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, including this Report, is recorded, processed, summarized and reported on a timely basis. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company under the Exchange Act is accumulated and communicated to the Company’s management on a timely basis to allow decisions regarding required disclosure.
The Company’s management, including the Company’s principal executive officer (“CEO”) and principal financial officer (“CFO”) conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Report and, based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2021.
Internal Control Over Financial Reporting
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, and the implementing rules of the Securities and Exchange Commission, the Company included a report of management’s assessment of the design and effectiveness of its internal control over financial reporting as part of this Annual Report on Form 10-K for the year ended December 31, 2021. The independent registered public accounting firm of the Company also reported on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021. Management’s report and the independent registered public accounting firm’s report are included under Item 8 of this Report under the captions entitled “Management’s Report on Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm.”
There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2021 that have materially affected or that are reasonably likely to materially affect the Company’s internal control over financial reporting.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
153
Table of Contents
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Information about our executive officers is reported under the caption “Information about our Executive Officers” in Part I of this Report.
We have a Code of Business Conduct and Ethics which applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. This Code can be found on our website at www.loews.com and is available in print to any shareholder who requests a copy by writing to our Corporate Secretary at Loews Corporation, 667 Madison Avenue, New York, N.Y. 10065-8087. We intend to post any changes to or waivers of this Code for our directors and executive officers, including our principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions, on our website. Any amendment to this Code and any waiver applicable to our executive officers or senior financial officers will be posted on our website within the time period required by the SEC and New York Stock Exchange.
Additional information required by this Item can be found in our Proxy Statement for our 2022 Annual Meeting of Shareholders to be filed with the SEC within 120 days after December 31, 2021 (the “2022 Proxy Statement”) and is incorporated herein by reference.
Item 11. Executive Compensation.
Information required by this item can be found in our 2022 Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Information about securities authorized for issuance under equity compensation plans can be found under the caption “Securities Authorized for Issuance Under Equity Compensation Plans” under Item 5 of this Report.
Additional information required by this item can be found in our 2022 Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Information required by this Item can be found in our 2022 Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
Information required by this Item can be found in our 2022 Proxy Statement and is incorporated herein by reference.
154
Table of Contents
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) 1. Financial Statements:
The financial statements appear under Item 8. The following additional financial data should be read in conjunction with those financial statements. Schedules not included with these additional financial data have been omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes to consolidated financial statements.
Page
Number
2. Financial Statement Schedules:
Loews Corporation and Subsidiaries:
Schedule I–Condensed financial information of Registrant as of December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
161
Schedule V–Supplemental information concerning property and casualty insurance operations as of December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
163
Description Exhibit Number
3. Exhibits:
(3) Articles of Incorporation and By-Laws
Restated Certificate of Incorporation of Registrant, dated August 11, 2009, incorporated herein by reference to Exhibit 3.1 to Registrant’s Report on Form 10-Q for the quarter ended September 30, 2009, filed with the SEC on November 2, 2009 (File No. 001-06541)
3.01
By-Laws of Registrant as amended through February 13, 2018, incorporated herein by reference to Exhibit 3.02 to Registrant’s Report on Form 8-K filed with the SEC on February 13, 2018 (File No. 001-06541)
3.02
(4) Instruments Defining the Rights of Security Holders, Including Indentures
Description of Registrant’s Securities Registered under Section 12 of the Exchange Act, incorporated herein by reference to Exhibit 4.01 to Registrant’s Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 12, 2020 (File No. 001-06541)
4.01
Registrant hereby agrees to furnish to the Commission upon request copies of instruments with respect to long term debt, pursuant to Item 601(b)(4)(iii) of Regulation S-K 4.02
(10) Material Contracts
Loews Corporation 2016 Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.1 to Registrant’s Report on Form 10-Q for the quarter ended June 30, 2016, filed with the SEC on August 1, 2016 (File No. 001-06541)
10.01 +
155
Table of Contents
Description Exhibit Number
Form of Performance-Based Restricted Stock Unit Award Notice under the Loews Corporation 2016 Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.2 to Registrant’s Report on Form 10-Q for the quarter ended June 30, 2016, filed with the SEC on August 1, 2016 (File No. 001-06541)
10.02 +
Form of Time-Vesting Restricted Stock Unit Award Notice under the Loews Corporation 2016 Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.3 to Registrant’s Report on Form 10-Q for the quarter ended June 30, 2016, filed with the SEC on August 1, 2016 (File No. 001-06541)
10.03 +
Form of Directors Restricted Stock Unit Award Notice under the Loews Corporation 2016 Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.4 to Registrant’s Report on Form 10-Q for the quarter ended June 30, 2016, filed with the SEC on August 1, 2016 (File No. 001-06541)
10.04 +
Form of Election Form for Restricted Stock Units under the Loews Corporation 2016 Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.5 to Registrant’s Report on Form 10-Q for the quarter ended June 30, 2016, filed with the SEC on August 1, 2016 (File No. 001-06541)
10.05 +
Loews Corporation Amended and Restated Stock Option Plan, incorporated herein by reference to Exhibit A to Registrant’s Proxy Statement, filed with the SEC on March 26, 2012 (File No. 001-06541)
10.06 +
Form of Award Certificate for grants of stock appreciation rights pursuant to the Loews Corporation Amended and Restated Stock Option Plan, incorporated herein by reference to Exhibit 10.28 to Registrant’s Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on February 24, 2010 (File No. 001-06541)
10.07 +
Loews Corporation Deferred Investment Plan, effective as of January 1, 2020, incorporated herein by reference to Exhibit 10.08 to Registrant’s Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 12, 2020 (File No. 001-06541)
10.08 +
Loews Corporation Executive Deferred Compensation Plan, effective as of January 1, 2016, incorporated herein by reference to Exhibit 10.01 to Registrant’s Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 19, 2016 (File No. 001-06541)
10.09 +
Loews Corporation Deferred Compensation Plan, amended and restated as of January 1, 2008, incorporated herein by reference to Exhibit 10.01 to Registrant’s Report on Form 10-K for the year ended December 31, 2008, filed with the SEC on February 25, 2009 (File No. 001-06541)
10.10 +
Supplemental Retirement Agreement dated January 1, 2002 between Registrant and Andrew H. Tisch, incorporated herein by reference to Exhibit 10.30 to Registrant’s Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 8, 2002 (File No. 001-06541)
10.11 +
Amendment No. 1 dated January 1, 2003 to Supplemental Retirement Agreement between Registrant and Andrew H. Tisch, incorporated herein by reference to Exhibit 10.33 to Registrant’s Report on Form 10-K for the year ended December 31, 2002, filed with the SEC on March 27, 2003 (File No. 001-06541)
10.12 +
156
Table of Contents
Description Exhibit Number
Amendment No. 2 dated January 1, 2004 to Supplemental Retirement Agreement between Registrant and Andrew H. Tisch, incorporated herein by reference to Exhibit 10.27 to Registrant’s Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 1, 2004 (File No. 001-06541)
10.13 +
Supplemental Retirement Agreement dated January 1, 2002 between Registrant and James S. Tisch, incorporated herein by reference to Exhibit 10.31 to Registrant’s Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 8, 2002 (File No. 001-06541)
10.14 +
Amendment No. 1 dated January 1, 2003 to Supplemental Retirement Agreement between Registrant and James S. Tisch, incorporated herein by reference to Exhibit 10.35 to Registrant’s Report on Form 10-K for the year ended December 31, 2002, filed with the SEC on March 27, 2003 (File No. 001-06541)
10.15 +
Amendment No. 2 dated January 1, 2004 to Supplemental Retirement Agreement between Registrant and James S. Tisch, incorporated herein by reference to Exhibit 10.34 to Registrant’s Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 1, 2004 (File No. 001-06541)
10.16 +
Supplemental Retirement Agreement dated January 1, 2002 between Registrant and Jonathan M. Tisch, incorporated herein by reference to Exhibit 10.32 to Registrant’s Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 8, 2002 (File No. 001-06541)
10.17 +
Amendment No. 1 dated January 1, 2003 to Supplemental Retirement Agreement between Registrant and Jonathan M. Tisch, incorporated herein by reference to Exhibit 10.37 to Registrant’s Report on Form 10-K for the year ended December 31, 2002, filed with the SEC on March 27, 2003 (File No. 001-06541)
10.18 +
Amendment No. 2 dated January 1, 2004 to Supplemental Retirement Agreement between Registrant and Jonathan M. Tisch, incorporated herein by reference to Exhibit 10.41 to Registrant’s Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 1, 2004 (File No. 001-06541)
10.19 +
(21) Subsidiaries of the Registrant
List of subsidiaries of the Registrant
21.01*
(23) Consent of Experts and Counsel
Consent of Deloitte & Touche LLP
23.01*
(24) Power of Attorney
24.01*
(31) Rule 13a-14(a)/15d-14(a) Certifications
Certification by the Chief Executive Officer of the Company pursuant to Rule 13a-14(a) and Rule 15d-14(a)
31.01*
Certification by the Chief Financial Officer of the Company pursuant to Rule 13a-14(a) and Rule 15d-14(a)
31.02*
157
Table of Contents
Description Exhibit Number
(32) Section 1350 Certifications
Certification by the Chief Executive Officer of the Company pursuant to 18 U.S.C. Section 1350 (as adopted by Section 906 of the Sarbanes-Oxley Act of 2002)
32.01*
Certification by the Chief Financial Officer of the Company pursuant to 18 U.S.C. Section 1350 (as adopted by Section 906 of the Sarbanes-Oxley Act of 2002)
32.02*
(101) XBRL Related Documents
XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.INS*
Inline XBRL Taxonomy Extension Schema 101.SCH*
Inline XBRL Taxonomy Extension Calculation Linkbase 101.CAL*
Inline XBRL Taxonomy Extension Definition Linkbase 101.DEF*
Inline XBRL Taxonomy Label Linkbase 101.LAB*
Inline XBRL Taxonomy Extension Presentation Linkbase 101.PRE*
(104) (Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) 104*
* Filed herewith.
+Management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary.
Not included.
158
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
LOEWS CORPORATION
Dated: February 8, 2022
By /s/ David B. Edelson
(David B. Edelson, Senior Vice President and
Chief Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Dated: February 8, 2022
By *
(James S. Tisch, President,
Chief Executive Officer and Director)
Dated: February 8, 2022
By *
(David B. Edelson, Senior Vice President and
Chief Financial Officer)
Dated: February 8, 2022
By *
(Mark S. Schwartz, Vice President,
Chief Accounting Officer and Treasurer)
Dated: February 8, 2022
By *
(Ann E. Berman, Director)
Dated: February 8, 2022
By *
(Joseph L. Bower, Director)
Dated: February 8, 2022
By *
(Charles D. Davidson, Director)
159
Table of Contents
Dated: February 8, 2022
By *
(Charles M. Diker, Director)
Dated: February 8, 2022
By *
(Paul J. Fribourg, Director)
Dated: February 8, 2022
By *
(Walter L. Harris, Director)
Dated: February 8, 2022
By *
(Philip A. Laskawy, Director)
Dated: February 8, 2022
By *
(Susan P. Peters, Director)
Dated: February 8, 2022
By *
(Andrew H. Tisch, Director)
Dated: February 8, 2022
By *
(Jonathan M. Tisch, Director)
Dated: February 8, 2022
By *
(Anthony Welters, Director)
*By: /s/ Marc A. Alpert
(Marc A. Alpert, Senior Vice President, General
Counsel and Secretary)
Attorney-in-Fact
160
Table of Contents
SCHEDULE I
Condensed Financial Information of Registrant
LOEWS CORPORATION
BALANCE SHEETS
ASSETS
December 31 2021 2020
(In millions)
Current assets, principally investment in short term instruments $ 2,818 $ 2,766
Investments in securities 734 775
Investments in capital stocks of subsidiaries, at equity 16,794 16,861
Other assets 20 22
Total assets $ 20,366 $ 20,424
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities $ 92 $ 63
Long term debt 2,278 2,276
Deferred income tax and other 150 225
Total liabilities 2,520 2,564
Shareholders’ equity 17,846 17,860
Total liabilities and shareholders’ equity $ 20,366 $ 20,424
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Year Ended December 31
2021 2020 2019
(In millions)
Revenues:
Equity in income of subsidiaries (a)
$ 1,655 $ 120 $ 867
Net investment income, interest and other 103 65 239
Investment loss ( 15 ) ( 1,211 )
Total 1,743 ( 1,026 ) 1,106
Expenses:
Administrative 93 98 83
Interest 89 83 72
Total 182 181 155
Income (loss) before income tax 1,561 ( 1,207 ) 951
Income tax (expense) benefit 17 276 ( 19 )
Net income (loss) 1,578 ( 931 ) 932
Equity in other comprehensive income (loss) of subsidiaries ( 395 ) 649 812
Total comprehensive income (loss) $ 1,183 $ ( 282 ) $ 1,744
161
Table of Contents
SCHEDULE I
(Continued)
Condensed Financial Information of Registrant
LOEWS CORPORATION
STATEMENTS OF CASH FLOWS
Year Ended December 31
2021 2020 2019
(In millions)
Operating Activities:
Net income (loss) $ 1,578 $ ( 931 ) $ 932
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:
Equity method investees ( 820 ) 834 36
Loss on deconsolidation 15 1,211
Provision for deferred income taxes 7 ( 196 ) 106
Changes in operating assets and liabilities, net:
Receivables 1
Accounts payable and accrued liabilities ( 48 ) ( 38 ) ( 29 )
Trading securities ( 69 ) ( 566 ) ( 478 )
Other, net 82 44 36
745 358 604
Investing Activities:
Investments in and advances to subsidiaries 385 ( 169 ) 183
Change in investments, primarily short term 72 326 326
457 157 509
Financing Activities:
Dividends paid ( 65 ) ( 70 ) ( 76 )
Purchases of treasury shares ( 1,136 ) ( 923 ) ( 1,051 )
Issuance of debt 495
Other ( 4 ) ( 5 ) ( 5 )
( 1,205 ) ( 503 ) ( 1,132 )
Net change in cash ( 3 ) 12 ( 19 )
Cash, beginning of year 22 10 29
Cash, end of year $ 19 $ 22 $ 10
(a) Cash dividends paid to the Company by affiliates amounted to $ 853 , $ 947 and $ 927 for the years ended December 31, 2021, 2020 and 2019.
162
Table of Contents
SCHEDULE V
LOEWS CORPORATION AND SUBSIDIARIES
Supplemental Information Concerning Property and Casualty Insurance Operations
Consolidated Property and Casualty Operations
December 31 2021 2020
(In millions)
Deferred acquisition costs $ 737 $ 708
Reserves for unpaid claim and claim adjustment expenses 24,174 22,706
Discount deducted from claim and claim adjustment expense reserves above (based on interest rates ranging from 3.5 % to 6.4 %)
1,146 1,209
Unearned premiums 5,761 5,119
Year Ended December 31
2021 2020 2019
(In millions)
Net written premiums $ 8,405 $ 8,059 $ 7,656
Net earned premiums 8,175 7,649 7,428
Net investment income 2,111 1,896 2,063
Incurred claim and claim adjustment expenses related to current year 5,970 5,793 5,356
Incurred claim and claim adjustment expenses related to prior years ( 104 ) ( 119 ) ( 127 )
Amortization of deferred acquisition costs 1,443 1,410 1,383
Paid claim and claim adjustment expenses 4,844 5,164 5,576
163