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, 2023.
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, 2023. 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, 2023. 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, 2023 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.
162
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, 9 West 57 th Street, New York, N.Y. 10019-2714. 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 2024 Annual Meeting of Shareholders to be filed with the SEC within 120 days after December 31, 2023 (the “2024 Proxy Statement”) and is incorporated herein by reference.
Item 11. Executive Compensation.
Information required by this item can be found in our 2024 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 2024 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 2024 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 2024 Proxy Statement and is incorporated herein by reference.
163
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, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021
170
Schedule V–Supplemental information concerning property and casualty insurance operations as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021
172
inside
Description Exhibit Number
3. Exhibits:
(3) Articles of Incorporation and By-Laws
Restated Certificate of Incorporation of Registrant, as amended as of May 9, 2023
3.01*
By-Laws of Registrant as amended and restated as of November 8, 2022, incorporated herein by reference to Exhibit 3.02 to Registrant’s Report on Form 8-K filed with the SEC on November 8, 2022 (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 +
164
Table of Contents
Description Exhibit Number
Form of Performance-Based Restricted Stock Unit Award Notice under the Loews Corporation 2016 Incentive Compensation Plan , incorporated her ein by reference to Exhibit 10.02 to Registrant ’ s Report on Form 10-K for the year en ded December 31, 2022, fil ed with the SEC on F ebruary 7, 2023 (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 10.0 3 to Registrant’s Report on Form 10-K for the year ended December 31, 2022, filed with the SEC n February 7, 2023 (File No. 001-06541)
10.03 +
Form of Director Restricted Stock Unit Award Notice under the Loews Corporation 2016 Incentive Compensation Plan , incorporated herein by reference to Exhibit 10.0 4 to Registrant’s Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 7, 2023 (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 +
165
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) of the Exchange Act
31.01*
Certification by the Chief Financial Officer of the Company pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act
31.02*
166
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*
(97) Loews Corporation Executive Incentive Compensation Clawback Policy, adopted May 9, 2023
97.01* +
(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.
167
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 6, 2024
By /s/ Jane J. Wang
(Jane J. Wang, 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 6, 2024
By *
(James S. Tisch, President,
Chief Executive Officer and Director)
Dated: February 6, 2024
By *
(Jane J. Wang, Senior Vice President and
Chief Financial Officer)
Dated: February 6, 2024
By *
(Mark S. Schwartz, Vice President,
Chief Accounting Officer and Treasurer)
Dated: February 6, 2024
By *
(Ann E. Berman, Director)
Dated: February 6, 2024
By *
(Joseph L. Bower, Director)
Dated: February 6, 2024
By *
(Charles D. Davidson, Director)
168
Table of Contents
Dated: February 6, 2024
By *
(Charles M. Diker, Director)
Dated: February 6, 2024
By *
(Paul J. Fribourg, Director)
Dated: February 6, 2024
By *
(Walter L. Harris, Director)
Dated: February 6, 2024
By *
(Jonathan C. Locker, Director)
Dated: February 6, 2024
By *
(Susan P. Peters, Director)
Dated: February 6, 2024
By *
(Andrew H. Tisch, Director)
Dated: February 6, 2024
By *
(Jonathan M. Tisch, Director)
Dated: February 6, 2024
By *
(Anthony Welters, Director)
*By: /s/ Marc A. Alpert
(Marc A. Alpert, Senior Vice President, General
Counsel and Secretary)
Attorney-in-Fact
169
Table of Contents
SCHEDULE I
Condensed Financial Information of Registrant
LOEWS CORPORATION
BALANCE SHEETS
ASSETS
December 31 2023 2022 (a)
(In millions)
Current assets, principally investment in short-term instruments $ 2,149 $ 2,810
Investments in securities 568 564
Investments in capital stocks of subsidiaries, at equity 14,889 13,410
Other assets 76 112
Total assets $ 17,682 $ 16,896
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities $ 102 $ 626
Long-term debt 1,782 1,780
Deferred income tax and other 94 141
Total liabilities 1,978 2,547
Shareholders’ equity 15,704 14,349
Total liabilities and shareholders’ equity $ 17,682 $ 16,896
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Year Ended December 31
2023 2022 (a) 2021 (a)
(In millions)
Revenues:
Equity in income of subsidiaries (b)
$ 1,501 $ 963 $ 1,639
Net investment income, interest and other 131 1 103
Investment loss ( 15 )
Total 1,632 964 1,727
Expenses:
Administrative 119 84 93
Interest 80 89 89
Total 199 173 182
Income before income tax 1,433 791 1,545
Income tax benefit 1 31 17
Net income 1,434 822 1,562
Equity in other comprehensive income (loss) of subsidiaries 884 ( 2,000 ) 196
Total comprehensive income (loss) $ 2,318 $ ( 1,178 ) $ 1,758
170
Table of Contents
SCHEDULE I
(Continued)
Condensed Financial Information of Registrant
LOEWS CORPORATION
STATEMENTS OF CASH FLOWS
Year Ended December 31
2023 2022 (a) 2021 (a)
(In millions)
Operating Activities:
Net income $ 1,434 $ 822 $ 1,562
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:
Equity method investees ( 512 ) ( 3 ) ( 804 )
Investment loss 15
Provision for deferred income taxes ( 4 ) ( 49 ) 7
Changes in operating assets and liabilities, net:
Receivables 10 ( 11 )
Accounts payable and accrued liabilities ( 9 ) ( 47 ) ( 48 )
Trading securities 576 153 ( 69 )
Other, net 109 39 82
1,604 904 745
Investing Activities:
Investments in and advances to subsidiaries ( 217 ) ( 137 ) 385
Change in investments, primarily short-term 29 30 72
Other ( 11 ) ( 9 )
( 199 ) ( 116 ) 457
Financing Activities:
Dividends paid ( 57 ) ( 61 ) ( 65 )
Purchases of treasury shares ( 849 ) ( 729 ) ( 1,136 )
Payment of debt ( 500 )
Other ( 5 ) ( 7 ) ( 4 )
( 1,411 ) ( 797 ) ( 1,205 )
Net change in cash ( 6 ) ( 9 ) ( 3 )
Cash, beginning of year 10 19 22
Cash, end of year $ 4 $ 10 $ 19
(a) As of January 1, 2023, ASU 2018-12 was adopted using the modified retrospective method applied as of the transition date of January 1, 2021. Prior period amounts presented in the financial statements have been adjusted to reflect application of the new guidance. For additional information see Notes 1 and 9 of the Notes to Consolidated Financial Statements included under Item 8.
(b) Cash dividends paid to the Company by affiliates amounted to $ 1,006 , $ 978 and $ 853 for the years ended December 31, 2023, 2022 and 2021.
171
Table of Contents
SCHEDULE V
LOEWS CORPORATION AND SUBSIDIARIES
Supplemental Information Concerning Property and Casualty Insurance Operations
Consolidated Property and Casualty Operations
December 31 2023 2022 (a)
(In millions)
Deferred acquisition costs $ 896 $ 806
Reserves for unpaid claim and claim adjustment expenses 23,304 22,120
Discount deducted from claim and claim adjustment expense reserves above (based on interest rates ranging from 3.5 % to 6.4 %)
647 683
Unearned premiums 6,933 6,374
Year Ended December 31
2023 2022 (a) 2021 (a)
(In millions)
Net written premiums $ 9,892 $ 9,128 $ 8,405
Net earned premiums 9,480 8,667 8,175
Net investment income 2,163 1,751 2,111
Incurred claim and claim adjustment expenses related to current year 5,667 5,181 5,021
Incurred claim and claim adjustment expenses related to prior years 48 ( 32 ) 15
Amortization of deferred acquisition costs 1,644 1,490 1,443
Paid claim and claim adjustment expenses 4,601 4,302 3,949
(a) As of January 1, 2023, ASU 2018-12 was adopted using the modified retrospective method applied as of the transition date of January 1, 2021. Prior period amounts presented in the financial statements have been adjusted to reflect application of the new guidance. For additional information see Notes 1 and 9 of the Notes to Consolidated Financial Statements included under Item 8.
172