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Item 9A. Controls and Procedures

2025-02-11 compared with 2024-02-06 · 30 added, 31 removed, 211 unchanged (22% of the section changed)

14 unchanged sentences

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.

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.

We have a Code of Business Conduct and Ethics (“the Code”) which applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer.

The 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.

In addition, we have filed a copy of the Code as Exhibit 19.01 to this Annual Report on Form 10-K.

We intend to post any changes to or waivers of the 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 the 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.

Within the Code, we have adopted insider trading policies and procedures governing the purchase, sale and/or other dispositions of our securities by directors, officers and employees, and by the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to us.

Additional information required by this Item can be found in the “Proposal No.

Election of Directors” and “Board Governance Information” sections in our Proxy Statement for our 2025 Annual Meeting of Shareholders to be filed with the SEC within 120 days after December 31, 2024 (the “2025 Proxy Statement”) and is incorporated herein by reference.

Executive Compensation.

Information required by this item can be found in our 2024 Proxy Statement and is incorporated herein by reference.

Information required by this item can be found in the “Board Governance Information,” “Compensation Discussion & Analysis,” “Compensation Committee Report on Executive Compensation” and “2024 Executive Compensation Tables” sections in our 2025 Proxy Statement and is incorporated herein by reference.

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.

Additional information required by this item can be found in the “Stock Ownership” section in our 2025 Proxy Statement and is incorporated herein by reference.

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.

Information required by this item can be found in the “Proposal No.

Election of Directors” and “Board Governance Information” sections in our 2025 Proxy Statement and is incorporated herein by reference.

Principal Accounting Fees and Services.

Information required by this Item can be found in our 2024 Proxy Statement and is incorporated herein by reference.

Information required by this Item can be found in the “Proposal No.

Ratification of the Appointment of Our Independent Auditors” section in our 2025 Proxy Statement and is incorporated herein by reference.

Exhibits and Financial Statement Schedules.

9 unchanged sentences

(3) Articles of Incorporation and By-Laws

Restated Certificate of Incorporation of Registrant, as amended as of May 9, 2023

Restated Certificate of Incorporation of Registrant, as amended as of May 9, 2023 , incorporated her ein by reference to Exhibit 3.01 to Registra nt ’ s Repor t on Form 10K for the year ended D ecember 31, 2023, filed with the SEC on February 6, 2024 (File No.

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.

5 unchanged sentences

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 .

Form of Performance-Based Restricted Stock Unit Award Notice under the Loews Corporation 2016 Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.02 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.

Form of Time-Vesting Restricted Stock Unit Award Notice under the Loews Corporation 2016 Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.03 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.

31 unchanged sentences

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.

(19) Insider Trading Policies and Procedures

Code of Business Conduct and Ethics

(21) Subsidiaries of the Registrant

4 unchanged sentences

(31) Rule 13a-14(a)/15d-14(a) Certifications

Description Exhibit Number

Certification by the Chief Executive Officer of the Company pursuant to Rule 13a-14(a) and Rule 15d-14 (a) of the Exchange Act

Certification by the Chief Financial Officer of the Company pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act

Description Exhibit Number

(32) Section 1350 Certifications

3 unchanged sentences

Section 1350 (as adopted by Section 906 of the Sarbanes-Oxley Act of 2002)

(97) Loews Corporation Executive Incentive Compensation Clawback Policy, adopted May 9, 2023

(97) Loews Corporation Executive Incentive Compensation Clawback Policy, adopted May 9, 2023 , incorporated herein by reference to Exhibit 97.01 to Registrant’s Report on Form 10 - K for the year ended December 31, 2023, filed with the SEC on February 6, 2024 (File No.

(101) XBRL Related Documents

29 unchanged sentences

February 11, 2025

Bower, Director)

February 6, 2024

Davidson, Director)

10 unchanged sentences

February 11, 2025

(Alexander H.

Tisch, Director)

9 unchanged sentences

BALANCE SHEETS

December 31 2023 2022 (a)

December 31 2024 2023

(In millions)

13 unchanged sentences

Year Ended December 31

2023 2022 (a) 2021 (a)

2024 2023 2022

(In millions)

Equity in income of subsidiaries (b)

Equity in income of subsidiaries (a)

$ 1,328 $ 1,501 $ 963

6 unchanged sentences

Income before income tax 1,438 1,433 791

Income tax benefit 1 31 17

Income tax (expense) benefit ( 24 ) 1 31

Net income 1,414 1,434 822

5 unchanged sentences

Year Ended December 31

2023 2022 (a) 2021 (a)

2024 2023 2022

(In millions)

3 unchanged sentences

Equity method investees ( 67 ) ( 512 ) ( 3 )

Investment loss 15

Provision for deferred income taxes ( 4 ) ( 49 ) 7

Provision (benefit) for deferred income taxes 4 ( 4 ) ( 49 )

Changes in operating assets and liabilities, net:

18 unchanged sentences

Cash, end of year $ 6 $ 4 $ 10

(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.

(a) Cash dividends paid to the Company by affiliates amounted to approximately $ 1.3 billion, $ 1.0 billion and $ 1.0 billion for the years ended December 31, 2024, 2023 and 2022.

LOEWS CORPORATION AND SUBSIDIARIES

1 unchanged sentence

Consolidated Property and Casualty Operations

December 31 2023 2022 (a)

December 31 2024 2023

(In millions)

4 unchanged sentences

Year Ended December 31

2023 2022 (a) 2021 (a)

2024 2023 2022

(In millions)

6 unchanged sentences

Paid claim and claim adjustment expenses 5,189 4,601 4,302

(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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures