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23htbst 13.01 1 Annual Report 1983 .~ N N J ~ N r+ CJ1

Loews Corporation Annual Report 1983 FINANCIAL HIGHLIGHTS * Years Ended December 31, 1983 1982 1981 1980 (Amounts in thousands, except per share data) Results of Operations: 1979 Revenues ...................... ; 5,260,075 s 4,617,088 $4,636,645 $4,388,578 $3,928,097 Income from continuing operations .................... Per share-Income from continuing operations: Primary ...................... Assuming full dilution .......... Net income .................... Per share-Net income: Primary ...................... Assuming full dilution .......... Financial Position: 298,565 214,819 277,830 220,511 177,342 10.76 7.20 341,242 215,824 12.30 7.24 8.69 7.15 6.18 5.89 4.48 253,213 206,099 208,580 7.92 6.68 7.28 5.55 5.23 9,909,796 9,121,504 8,842,107 Total assets .................... 11, 510, 204 10,395,911 Long-term debt: Continuing operations .......... Discontinued operations ........ Shareholders' equity ............. Cash dividends per share ......... 518,795 566,276 567,266 628,529 730,172 179,073 197,952 220,184 2;3,104 1,688,383 1,425,941 1,356,641 1,194,589 1,040,754 .48 .48 .48 .48 .48 PRICE RANGE OF COMMON STOCK* Loews Corporation's common stock is listed on the New York Stock Exchange. The following table sets forth the reported consolidated tape high and low sales prices in each calendar quarter of 1983 and 1982: 1983 1982 High Low High Low First Quarter ............................................ $69.60 $56.10 $37.35 $31.70 Second Quarter .......................................... 70.40 63.20 39.60 33.95 Third Quarter ........................................... 66.00 53.00 49.40 32.70 Fourth Quarter .......................................... 75.20 60.60 63.80 48.00 DIVIDEND INFORMATION* The Company has paid quarterly cash dividends on its common stock in each year since 1967. Dividends of s.12 per share (equivalent to $.30 per share on a pre-split basis) on common stock outstanding were paid in each calendar quarter of 1983 and 1982. APPROXIMATE NUMBER OF EQUITY SECURITY HOLDERS As of February 29, 1984 the Company had approximately 5,700 record holders of Common Stock. CONTENTS Letter to Shareholders and Employees ..................................................... 2 Business Segments ...................................................................... 8 Management's Discussion and Analysis of Financial Condition and Results of Operations .......... 10 Financial Statements .................................................................... 13 Directory: Directors ............................................................................ 35 Officers ............................................................................. 36 *All per share amounts have been adjusted to give retroactive effect to the two and one-half for one stock split declared by the Board of Directors on February 21, 1984 payable to shareholders of record on March 16, 1984. 1

TO OUR SHAREHOLDERS AND EMPLOYEES Loews Corporation reported record revenues and income from continuing operations for 1983. Assets grew to ;11. 5 billion and shareholders' equity reached $1.7 billion. Per share earnings and other per share data in this Report have been adjusted for the two and one-half for one stock split declared by the Board of Directors on February 21, 1984 by way of a dividend to shareholders of record on Match 16, 1984. In addition, Management has recommended to the Board of Directors an increase in the regular quarterly dividend to ;.25 per post-split share effective with the June 1, 1984 dividend. This would be equivalent to a 108 % increase from the current dividend. Income from continuing operations for the year ended December 31, 1983 amounted to $298.6 million, or $10.76 per share. Income from continuing operations for the current year includes a gain on sale of the Churchill and Montcalm Hotels in London, England, amounting to $45.9 million, or $1.65 per share. Income from continuing operations for the prior year amounted to $214.8 million, or $7.20 per share. Shareholdes' Fqmry mi!lions of dollan 1,750 Bevenucs xri/lioxs of daUmr III '79 '80 '81 ' 82 '83 0 III '79 '80 '81 '82 '83 Fmings Per Sharc doJlarn 1,500 1,250 1,000 750 500 Total Asets br/lwnJ of do!!mi 12 250 Net Income mi/Goxs of dadlan 10 0 350 8 300 6 250 4 14 200 11111 2 12 150 10 0 100 2 8 6 4 '79 '80 '81 '82 '83 2 0 '79 '80 '81 '82 '83 Net income for 1983, including the gain on sale of the two hotels, amounted to ; 341.2 million, or $12.30 per share, compared to net income of $215.8 million, or $7.24 per share, for 1982. Net income for 1983 indudes a gain on the sale by CNA Financial Corporation of its consumer finance subsidiary, amounting to $60.7 million, or $2.19 per share. Net income in 1983 also includes realized investment losses amounting to $32.1 million, or $1.16 per share, as compared to $5.2 million, or =.17 per share, in the prior year. Gross revenues were approximately ; 5. 3 billion in 1983, compared to $4.6 billion in 1982. Lorillard Lorillard achieved record sales and earnings for the eighth consecutive year, despite a downturn in the tobacco industry. While tobacco industry unit sales volume declined 4.5 96 , Lorillard increased its market share by one-half percent through creative advertising and promotional support of existing brands, as well as imaginative product development. 50 0 '79 '80 '81 '82 '83

The industry's performance in part reflected the doubling of the Federal excise tax on cigarettes from 8 to 16 cents per pack on January 1, 1983. In addition, 14 states increased their taxes on cigarettes, principally in the second half of the year, by an average of 6 cents per pack. On average, taxes now account for 37 % of retail cigarette prices. Several factors contributed to Lorillard's growth in 1983. Our NEWPORT brand posted a significant gain in market share for the eleventh consecutive year, reporting 10.1 % unit sales growth-making it the fastest growing major brand in the 'idustry. No other major brand registered a gain of as much as 1%. Lorillard's continuing "Alive with Pleasure" marketing program for NEWPORT, introduced in early 1970's, has helped sustain the brand's impressive momentum. The January 1983 national introduction of SATIN-supported by the most extensive advertising and promotional program in Lorillard's history-started the year dramatically for the company. Tailored to appeal to adult women smokers, SATIN quickly won an encouraging market share. SATIN, which has a unique satin-like paper filter tip, is a low-tar 100-millimeter cigarette available in regular and menthol. Among plans for year two of the brand's development is a dramatically enhanced package which utilizes embossed gold leaf printing. Lorillard is the first cigarette manufacturer to unlize this new quality technology on a soft pack. KENT remains one of the nation's top ten cigarette brands. In June 1983, the GOLDEN LIGHTS brand was repositioned as KENT GOLJEN LIGHTS and incorporated with KENT III into the KENT family of brands. The combined financial resources behind the single KENT marketing program provide for a much greater competitive presence. The broadening challenge faced by the tobacco industry requires continuous forecasting and monitoring of legislative and regulatory proposals. To help meet that challenge, Lorillard's Chairman is serving as chairman of the executive committee of The Tobacco Institute, the trade association of U.S. cigarette manufacturers. In this capacity he has appeared before subcommittees of The U.S. House of Representatives and The U.S. Senate to testify on behalf of the industry in opposition to proposed revisions in the Surgeon General's warning notice in cigarette advertising and Packagi=1g• Lorillard officials remain actively involved in efforts to maintain balance and reason in the debates concerning tobacco. We continue to encourage our employees, shareholders and customers to express their views on tobacco- related matters to elected and appointed officials. Such expressions are an effective means of communicating important interests concerning our company, and will help us avoid unwarranted restrictive legislation. 3

CNA Financial In 1983, CNA Financial again achieved favorable earnings and sales results despite the continuing pressures on profitability within the insurance industry. Even though the national economy regained much of its vigor during the year, the insurance marketplace remains highly competitive. Prices of many insurance products continue to be held to unreasonably low levels. No turnabout occurred in the long property and casualty negative underwriting cycle, and the industry experienced the worst underwriting loss in its history. Moreover, 1983 was also the industry's costliest year ever for catastrophe claim losses. In this difficult environment, CNA has proven itself a formidable competitor while maintaining consistent emphasis on a sound and conservative reserving position and increasing productivity and efficiency. During 1983 a number of actions were taken to enhance the company's competitive position. In the interests of efficiency, CNA consolidated personal lines processing in one facility and accident and health processing in another. These consolidations are part of an ongoing, wide-ranging program to reduce expenses while heightening productivity. To extend its marketing reach, CNA also opened new branches in four states. These facilities create a CNA presence in areas with attractive marketing potential. The company now operates 37 branches throughout the United States. The foundation of CNA's marketing strategy is a commitment to increasing the competitive abilities of its sales force. In 1983, the company more than doubled the number of its High Performance agencies. This was significant because the High Performance Business Agency program represents the strongest business relationship CNA enters into with independent insurance agents. This program provides agencies with an assurance of stability, as well as highly professional marketing and management assistance. In return, the business obtained through these agencies gives CNA stability by way of an assured source of growing premium volume. The High Performance program, which marked its fifth anniversary in 1983, has confirmed that it can meet agents' most urgent business needs while recognizing their inherent right to remain independent. Further progress was made last year in helping to provide agencies with greater data processing support to strengthen their internal efficiencies and marketing skills. In a related move, CNA played a leadership role in forming a consortium of six insurance companies to acquire American Management Systems, Inc., a computer firm that designs automated systems for independent insurance agents. The AMS concept permits agents to interface with a number of companies, and thus it correlates with CNA's longstanding advocacy of preserving the independence of independent agents. CNA's products are continually upgraded to anticipate and respond to the needs 4 the marketplace. Product developments last year included more competitive portfolios for -0 N Ln -4 0% N .+ -O 4

OOipORA710N 666 Fifth Awenue New York, N.Y. 10103 0 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS ToBeHsidMay8,1984 To the Shareholders: The Annual Meeting of Shareholders of Loews Corporation (the "Company") will be held at the Loews State 1 Theatre, Broadway and 45th Street, New York, New York, on Tuesday, May 8, 1984 at 11:00 AM. New York City Time, for the following purposes: I To elect eleven directors; II To consider and act upon a proposal to amend the Company's Certificate of Incorpora- tion to increase the authorized Common Stock; III To consider and act upon a proposal to amend the Company's Certificate of Incorpora- tion to authorize Preferred Stock; IV To consider and act upon a proposal to ratify the appointment by the Board of Direc- tors of Touche Ross & Co. as independent certified public accountants for the Com- pany; and V To transact such other business as may properiy come before the meeting or any ad- journment thereof. Shareholders of record at the close of business on March 12, 1984 are entitled to notice of and to vote at the meeting and any adjournment thereof. By order of the Board of Directors, *0 N ~ BARRY HIRSCH o+ Secretary N N 0 Dated: March 23, 1984 SHAREHOLDERS ARE URO® TO CONIIPL.ETE, DATE AND SIGN THE fENCLOSfED PROXY AND iMAIL IT iPROMP7LY IN THE ACCOMPANYlNO ENVELOPE W<*CH REOU11iES NO POSTAGE F MAILED IN THE UNITED STATES.

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of Loews Corporation (the "Company") of proxies to be voted at the Annual Meeting of Shareholders of the Company to be held May 8, 1984. All properly executed proxies in the accompanying form received by the Company prior to the meeting will be voted at the meeting. Any proxy may be revoked at any time before it is exercised. As of March 12, 1984, the record date for determination of shareholders entitled to notice of and to vote at the meeting, there were 10,867,511 shares of Common Stock of the Company (the "Common Stock") outstanding. Each outstanding share is entitled to one vote on all matters which may come before the meeting. The Company expects to mail proxy materials to the shareholders on or about March 23, 1984. References to shares of Common Stock in this Proxy Statement do not give effect to the two and one-half for one stock split declared by the Board of Directors on February 21, 1984 payable to shareholders of record on March 16, 1984. The mailing address of the Company is 666 Fifth Avenue, New York, New York 10103. Principal Shareholders The following table contains certain information as to all persons who, to the knowledge of the Company, were the beneficial owners of 5% or more of the outstanding shares of Common Stock as of February 29, 1984. Each such person has sole voting and investment power with respect to the shares set forth. Name and Address of Beneficial Owner Amount Beneficially Ownsd Percent of Class Laurence A. Tisch ............... 2,393,521 22% 666 Fifth Avenue New York, N.Y. 10103 Preston R. Tisch ................ 2,393,521 22% 666 Fifth Avenue New York, N.Y. 10103 Laurence A. Tisch is Chairman of the Board and Chief Executive Officer of the Company and Preston R. Tisch is President and Chief Operating Officer of the Company. Laurence A. Tisch and Preston R. Tisch are brothers and may be deemed to be control persons of the Company.

Dinalor and OHioar Holdinpa The following table sets forth certain information as to the shares of Common Stock beneficially owned by each director and nominee and by all officers and directors of the Company as a group at February 29, 1984, based on data furnished by them. N.ai. Amowit e.nNid.h PwoaN OW.d(1) ot Ci.s Charles B. Benenson ..................... 15,050(2) * John Brademas .......................... 0 - t;urtis H..Judge .......................... 500 * Robert B. McKay ........................ 200 * John F. Murphy .......................... 19,100 * Bernard Myerson ........................ 23,800(3) * Edward J. Noha ......................... 100(4) * Lester Pollack ........................... 4,196(5) * Alfred P. Slaner .......................... 9,250(6) * Laurence A. Tisch ........................ 2,393,521 22% Preston R. lisch ......................... 2,393,521 22% All officers and directors as a group (20 persons including those listed above) ...... 4,878,961 45% *Represents less than 1% of the outstanding shares of Common Stock. (1) Except as otherwise indicated the persons listed as beneficial owners of the shares have sole voting and investment power with respect to such shares. (2) These shares are owned by a partnership in which a revocabie trust created by Mr. Benenson has a 75% interest and of which Mr. Benenson is general manager. In addition, the partnership owns 10,000 shares of common stock of CNA Financial Corporation ("CNA"), an 88%-owned subsidiary of the Company. Mr. Benenson has shared voting and irn~estment power with respect to the Common Stock and CNA common stock owned by such partnership. (3) In addition, Mr. Myerson's wife owns 8,500 shares of Common Stock as to which Mr. Myerson disclaims any beneficial interest. (4) In addition, Mr. Noha owns beneficially 60,450 shares of CNA common stock. (5) In addition, 457 shares of Common Stock are owned by one of Mr. Pollack's children as to which Mr. Pollack disclaims any beneficial interest. (6) Includes 2,250 shares of Common Stock owned by a family corporation as to which Mr. Slaner has shared voting and investment power. In addition 1,225 shares are owned by trusts for the benefit of Mr. Slaner's children or by his wife, as to which Mr. Slaner disclaims any beneficial interest. 2

L ELECTION OF DIAECTORS Pursuant to the by-laws of the Comp®ny, the nuxnber of directors constituting the full Board of Direc- tors has been fixed by the Board at eleven. Accordingly, action will be taken at the meeting to elect a Board of eleven directors to serve until the next Annual Meeting of Shareholders and until their respec- tive successors shall be duly elected and shall qualify. It Is the Intention of the persons named in the accompanying form of proxy, unless shareholders specify otherwise by their proxies, to vote for the election of the nominees named below, each of whom Is now a director. The Board of Directors has no reason to beiieVe that any of the persons named wiii be unable or unwilling to serve as a director. Should any of the nominees be unable or unwilling to serve as a director It is intended that proxies will be voted for the election of a substitute nominee or nominees selected by the Board of Directors. Information concerning the nominees, based on data furnished by them, follows: oM.eW o+ Prindpd oocupeffon OarNw Nam. Past Fiw lf4ws aed OIMr Dtreefonl4s Charles B. Benenson ...... Officer and director, Benenson Realty Company (real estate investments). John Brademas ........... President, New York University since 1981; prior thereto member of the U.S. House of Representatives. Also a direc- tor of RCA Corporation and Scholastic, Inc. Curtis H. Judge ........... Chairman and Chief Executive Officer, Lorillard Division (tobacco products) since 1984; prior thereto President of the Division. Robert B. McKay* ........ Professor of Law, New York University since 1983; Director of the institute of Judicial Administration and Senior Fellow of the Aspen Institute for Humanistic Studies Program (the "Aspen Institute"),1980 to 1983; prior thereto Director of the Justice Program of the Aspen Institute. John F. Murphy* .......... Retired, formerly Executive Vice President of the Company. Bernard Myerson** ........ Executive Vice President of the Company; President, Loews Theatres Division. Edward J. Noha .......... Chairman and Chief Executive Officer of the insurance subsidiaries of CNA. Also a director of CNA and Scot Lad Foods, Inc. 3 M» Cmnp.rtr Sin" Age 1960 71 1982 57 1970 59 .1976 64 1957 78 1963 66 1975 56

Lester Pollack* ........... Partner, Odyssey Partners, formerly known as Oppenheimer & Company (private Investment firm since August 1982, prior thereto investment bankers) since December 1981; Vice Chairman of the Board and Co-Chief Operating Officer of United Brands Company (food production and distribution), June 1979 to May 1981; prior thereto Ex- ecutive Vice President of the Company. Also a director of CNA, Healthco, Inc., a 49 %-owned subsidiary of CNA ("Healthco"), HPSC, Inc., a subsidiary of Healthco ("HPSC"), Kaufman & Broad, Inc., Thackeray, Inc. and Parlex Corporation. Alfred P. Slaner* .......... Business Consultant. Also Reorganization Trustee of Duplan Corporation, Chair- man of Vishay Intertechnology, Inc. and director of Phillips-Van Heusen Corpor- ation and Scarsdale National Bank. Laurence A. Tisch** ....... Chairman of the Board and Chief Execu- tive Officer of the Company. Also Chair- man of the Board of CNA and a direc- tor of Bulova Watch Company, Inc. ("Bulova"), a 95 %-owned subsidiary of the Company, Automatic Data Pro- cessing, Inc., Petrie Stores Corporation and Getty Oil Company. Preston R. Tisch** ........ President and Chief Operating Officer of the Company. Also a director of CNA, Bulova, Healthco and HPSC. * Member of the Audit Review Committee. ** Member of the Executive Committee. . Committees 1971 50 1977 65 1959 61 1960 57 The Company has an Audit Review Committee. The Company has no nominating committee or com- pensation committee. The functions of the Audit Review Committee include recommendation to the Board of Directors with respect to the engagement of the Company's independent certified public accountants, review of the scope and effectuation of the audit engagement and of the Company's internal audit pro- cedures, approval of each service performed by the independent accountants, and review of the Com- pany's internal accounting controls. 4