Page 1
Page 2
Page 3
Page 4
Page 5
Page 6
Page 7
Page 8
Page 9
Page 10
Page 11
Page 12
Page 13
Page 14
Page 15
Page 16
Page 17
Page 18
Letter to Shareholders AnnualReport 2015LO E W S CO R P O R ATI O N Where You Can Find More Information This Annual Report 2015 Letter to Shareholders summarizes certain information about Loews and its subsidiaries and should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31 2015 and the other reports we regularly file with the Securities and Exchange Commission all of which are available to the public at our website or at the SECs website FINANCIAL HIGHLIGHTS 2015 RESULTS OF OPERATIONS Consolidated net income for 2015 was 260million or 0.72 per share compared to591 million or 1.55 per share in 2014. Net income in 2014 included discontinued operations reflecting the sale of HighMount Exploration Production LLC and CNAs former life insurance subsidiary. Income from continuing operations for 2015 was 260million or 0.72 per share compared to 962million or 2.52 per share in 2014. The decline in income from continuing operations was primarily due to a reserve charge at CNA and asset impairment charges at Diamond Offshore. In addition parent company investment income declined as a result of lower performance of equity securities in the trading portfolio and decreased results from limited partnership investments. CNAs earnings decreased primarily due to a reserve charge of 177 million after tax and noncontrolling interests resulting from the unlocking of actuarial assumptions related to future policy benefit reserves for the long-term care business. Excluding this charge CNAs earnings declined year-over-year primarily due to lower limited partnership results and a 38million charge after tax and noncontrolling interests related to a retroactive reinsurance agreement to cede its legacy asbestos and environmental pollution liabilities. This earnings decline was partially offset by improved underwriting results driven by higher favorable net prior year development. Diamond Offshores results for 2015 include asset impairment charges totaling 341million after tax and noncontrolling interests related to the carrying value of 17 drilling rigs as well as lower rig utilization. In addition earnings were impacted by a 20million impairment charge to write off all goodwill associated with the Companys investment in Diamond Offshore as well as increased depreciation and interest expense. In 2014 Diamond Offshore recognized an asset impairment charge of 55million after tax and noncontrolling interests. Boardwalk Pipelines earnings increase primarily stemmed from the impact of a 55million charge after tax and noncontrolling interests in 2014 related to the write off of all capitalized costs associated with the terminated Bluegrass project. Absent this charge earnings were largely consistent with the prior year as additional revenues from the settlement of the Gulf South rate case and a franchise tax refund related to the settlement of prior tax periods were offset by lower natural gas storage revenues and increased depreciation and interest costs. Loews Hotels earnings increased slightly as compared to the prior year as higher income from Universal Orlando joint venture properties was partially offset by higher interest expense and an increased effective tax rate. Consolidated revenues in 2015 amounted to 13.4 billion as compared to 14.3billion in 2014. At December312015 excluding accumulated other comprehensive income the book value per share of Loews common stock was 52.72 as compared to 50.95 at December312014. At December312015 there were 339.9million shares of Loews common stock outstanding. In 2015 the Company purchased 33.3million shares of its common stock at an aggregate cost of 1.3billion. Year Ended December 31 In millions except per share data 2015 2014 2013 2012 2011 Results of Operations Revenues 13415 14325 14613 14072 13591 Income before income tax 244 1810 2277 2022 2327 Income from continuing operations 287 1353 1621 1509 1764 Discontinued operations net 391 552 399 70 Net income 287 962 1069 1110 1694 Amounts attributable to noncontrolling interests 27 371 474 542 632 Net income attributable to Loews Corporation 260 591 595 568 1062 Net income attributable to Loews Corporation Income from continuing operations 260 962 1149 968 1121 Discontinued operations net 371 554 400 59 Net income 260 591 595 568 1062 Diluted Net Income Per Share Income from continuing operations 0.72 2.52 2.95 2.44 2.77 Discontinued operations net 0.97 1.42 1.01 0.15 Net income 0.72 1.55 1.53 1.43 2.62 Financial Position Investments 49400 52032 52945 53040 48943 Total assets 76029 78367 79939 80021 75268 Debt Parent Company 1681 1680 1678 693 694 Subsidiaries 8902 8988 8666 7807 7607 Shareholders equity 17561 19280 19458 19459 18772 Cash dividends per share 0.25 0.25 0.25 0.25 0.25 Book value per share 51.67 51.70 50.25 49.67 47.33 Shares outstanding 339.9 372.9 387.2 391.8 396.6 Our Portfolio of BUSINESSES Loewss assets currently consist of three publicly traded subsidiaries CNA Financial Diamond Offshore Drilling and Boardwalk Pipeline Partners and Loews Hotels Resorts a wholly owned subsidiary as well as a large portfolio of cash and investments. Our unique structure gives us the freedom to make investments and acquisitions across a broad spectrum of industries wherever we see opportunity. CNA FINANCIAL NYSE SymbolCNA Owned90 IndustryCommercial Property Casualty Insurance CEOThomas F. Motamed CNA Financial Corporation is one of the largest property and casualty insurance organizations in the United States providing insurance protection to more than one million businesses and professionals in the U.S. and internationally. CNAs insurance products include standard commercial lines specialty lines surety and other property and casualty coverages. CNA also provides customers with risk management and information services risk control warranty and claims administration services. 06P. 05P. DIAMOND OFFSHORE DRILLING NYSE SymbolDO Owned53 IndustryOffshore Drilling CEOMarc Edwards Diamond Offshore Drilling Inc. provides contract drilling services to the energy industry around the globe and is a leader in ultra-deepwater and deepwater drilling. The companys fleet consists of 32offshore drilling rigs 23semisubmersibles one of which is under construction four dynamically positioned drillships and five jack-ups. 06P. BOARDWALK PIPELINE PARTNERS NYSE SymbolBWP Owned51 IndustryNatural Gas Liquids Pipelines Storage CEOStanley C. Horton Boardwalk Pipeline Partners L.P. is a midstream master limited partnership that provides transportation storage gathering and processing of natural gas and liquids for its customers. Boardwalk owns and operates approximately 14525miles of natural gas and liquids pipelines and underground storage caverns with an aggregate working gascapacity of approximately 205 billion cubic feet Bcf andliquids capacity of approximately 24million barrels. 08P. LOEWS HOTELS RESORTS Owned100 IndustryLuxury Lodging CEOS. Kirk Kinsell Loews Hotels Resorts owns and operates 24hotels and resorts in the United States and Canada. Located in major city centers and resort destinations from coast to coast the Loews portfolio features one-of-a-kind properties that go beyond Four Diamond standards to offer an exciting approachable and local experience to our guests. TO OUR SHAREHOLDERS As the saying goes its better to be lucky than good. This past year luck was not on our side as measured by our share price. However at Loews we believe that we have to make our own luck and find a path to do good for our shareholders even when conditions are far from optimal. Our way of making the best of a bad situation in 2015 was through share repurchases. In total we spent approximately 1.3 billion buying back 33 million shares of Loews stock. Thats about 9 of Loewss outstanding shares which represents the most shares we have repurchased in a single year since 1993. Co-Chairman of the Board of Loews and Chairman of Loews Hotels Resorts Jonathan M. Tisch President and Chief Executive Officer of Loews James S. Tisch Co-Chairman of the Board of Loews and Chairman of the Executive Committee of Loews Andrew H. Tisch ANNUAL REPORT 2015 01 While share repurchase is only one of our value creation levers it was the most effective option available in 2015 as the turmoil in the energy space continued to impact Diamond Offshore and Boardwalk Pipeline Partners. The precipitous decline in the offshore drilling market buffeted Diamond and its share price. Meanwhile transformative change in the U.S. natural gas market has led Boardwalk to invest in an equally transformative strategy yet the performance of its stock was restrained. Capital concerns for other midstream MLPs negatively affected valuations and the industry as a whole continues to be impacted by ongoing re-contracting issues. Additionally while CNA is already benefiting from its strategy to improve underwriting margins its share price has not correlated with its performance. As a result of all these factors the stock prices of our subsidiaries reflected short- term conditions and not the companies solid balance sheets staying power and future opportunities. Loewss share price reflected these declines and traded throughout the year at a deep discount to what we believe is its intrinsic value. By purchasing Loews shares in 2015 we have taken advantage of that double discount to amplify our value creation. In addition to share repurchases we employ two other levers to create value for our shareholders adding another business at the holding company level and investing in our subsidiaries. These share buybacks were aimed squarely at achieving our number one goalcreating value for Loews shareholders over the long term. That is the central imperative that drives our company and our decision-making process. LOEWS CORPORATION02 SHARES OUTSTANDING SINCE 2005 adjusted for splits 20152014201320122011201020092008200720062005 557 million 544 million 530 million 435 million 425 million 415 million 397 million 387 million 373 million 392 million 340 million In every decade since 1970 we have repurchased more than one-quarter of our outstanding shares. Since 2005 we have Includes retirement of 93.5 million shares in connection with spin-off of Lorillard. reduced our shares outstanding by almost 40. ANNUAL REPORT 2015 03 Were actively seeking to diversify our portfolio of businesses but so far valuations for companies and assets have not lent themselves to attractive returns on invested capital. While we are continually kicking tires acquisitions at the holding company level are rare. Were looking for the right deal at the right priceeither a company with good cash-on-cash returns and strong secular growth trends or undervalued assets at an attractive entry point in the cycle. Using holding company liquidity to help our subsidiaries grow is another important lever Loews deploys in order to create value. Since 2010 we have invested more than 1.5billion of holding company cash to help facilitate transactions and capital projects at Boardwalk and Loews Hotels Resorts the subsidiaries for which we have traditionally provided funding. All told our subsidiaries and their partners have invested or committed almost 10billion to capital projects and acquisitions over the past five years. As always all of these capital allocation decisions were made with an eye towards future growth potential and value creation. At Loews we believe it is our job to focus on finding the way forward within this period of transformative change and to turn headwinds into opportunities to create value for the long term. Our discussion below reviews in detail the performance of our four businesses in 2015 as well as the significant opportunities each is targeting. LOEWS CORPORATION04 DIAMOND OFFSHORE DRILLING To say that headwinds have been especially strong in the offshore drilling market would drastically understate the case. Oil prices have dropped precipitously since late 2014 compounding a cyclical downturn that began in the second half of 2013. In January of 2016 oil prices reached new lows trading at below 27 a barrel dropping almost 80 from where they traded at the start of 2013. The offshore drilling industry is experiencing the most severe downturn weve seen in decades. The drop in oil prices has caused oil companies to slash exploration and development budgets in general and reduce or cancel offshore drilling contracts in particular. Drilling rig day rates have been decimated and numerous rigs idled or scrapped. As a result the market for rigs of all types including new ultra deepwater drillships has moved fully into a state of oversupply. Compounding this market saturation many offshore drilling companies had ordered new ultra deepwater drillships when oil prices were high and oil company deepwater exploration budgets were expansive. The majority of these rig deliveries started several years ago and the balance of these orders will likely enter the market through 2018during a period of time when no jobs are expected to be available for them. Compared to many of its competitors Diamond Offshore approached the boom years with healthy restraint. The company used its strong balance sheet to renew its fleet and to return money to shareholders while maintaining one of the highest credit ratings in the industry. From 2006 to 2014 Diamond returned more than 5billion to shareholders in the form of dividends. Over approximately the same time Diamond also committed 5billion to new assets and fleet upgrades. Even with Diamonds conservative financial management and the fact that all of its new-build rigs are contracted through 2019 the challenging industry conditions have taken their toll. In 2015 Diamond took a series of actions to slash costs by more than 100million including reducing headcount pay and benefits. The company also scrapped or sold six rigs and cold stacked another 12. In February of 2016 Diamond also made the fiscally responsible decision to eliminate its regular dividend after choosing not to declare a special dividend in January of 2015. While these steps have been painful they have enabled Diamond to maintain its solid balance sheet. Since the start of this down cycle many have asked Do you think that offshore drilling is coming back Our answer is an unequivocal yes. By some estimates offshore oil production supplies up to 30 of the worlds oil. This is a significant percentage that cannot be replaced by conventional onshore drilling or shale production. The lack of drilling now should sow the seeds for an oil price recovery in the future. When prices rise which we believe they will Diamonds customers will return to exploring offshore for new sources of oil and gas production. Diamond remains fully focused on meeting industry challenges and generating long-term value for shareholders. In the midst of these difficult conditions Marc Edwards president and chief executive officer of Diamond has underscored that he would not swap his fleet his balance sheet or his employees for those of any other company. We wholeheartedly agree with his assessment. Diamond by the numbers Year ended December 31 2015 in millions 2419REVENUE 274NET LOSS 32OFFSHORE DRILLING RIGS 3400EMPLOYEES ANNUAL REPORT 2015 05 BOARDWALK PIPELINE PARTNERS The natural gas markets have experienced sweeping changes over the past several years creating both opportunities and challenges for Boardwalk Pipeline Partners. The year 2015 was yet another volatile period in the markets where Boardwalk operates as prices for natural gas and crude oil fell because demand could not keep up with increasing production. As a result producers have been reducing future drilling plans while simultaneously dealing with deteriorating credit metrics. Even in the midst of this latest surge of market turbulence Boardwalk has taken the longer view. The company has been able to use internally generated cash flow to fund organic growth projects with the potential for double-digit unlevered returns primarily as a result of its prescient decision two years ago to reduce its distributiona decision that many of its competitors are having to make today. All in all Boardwalk has secured 1.6billion of major growth projects in the last two years all backed by long-term customer commitments that support the companys strategic growth initiative of diversifying its revenue stream. These projects include the Ohio to Louisiana Access Project which will provide natural gas transportation from the Marcellus and Utica production areas to Louisiana as well as the Coastal Bend Header Project which will serve a planned LNG liquefaction terminal in Freeport Texas. While the projects have separate completion dates the engineering design surveying and right-of-way acquisitions are all on schedule and on budget. They will be placed in service between 2016 and 2018. Boardwalk has made impressive progress on its strategic imperatives seizing value- creating opportunities during a time of transition in its industry thanks in great part to the talent and dedication of its top- notch senior management team led by CEO Stan Horton. CNA FINANCIAL CNA Financial proved to be one of the bright spots in 2015 delivering strong Property Casualty operating results through continued disciplined execution of its strategy. The company is focused on improving underwriting profitability as the main path to value creation and its strength is reflected in its AAA level capital rating as stated in Standard Poors most recent write-up. CNA has continued to improve its underwriting and operating performance. The companys Property Casualty combined ratio improved in each of the last three years with contributions from reductions in the underlying loss ratio prior year reserve releases and moderate catastrophe losses. As a result of this progress in 2015 CNA paid shareholders a regular dividend of 1.00 per share as well as a special dividend of 2.00 per share. In February of 2016 CNA announced another special dividend of 2.00 per share in addition to its regular quarterly dividend of 0.25 per share further demonstrating the financial strength of the company. Over the past two years Loews has received almost 1.8billion in dividends from CNA. Boardwalk Pipeline by the numbers Year ended December 31 2015 in millions 1249REVENUE 6.7 BcfAVERAGE DAILY THROUGHPUT 1200EMPLOYEES 14525TOTAL MILES OF PIPELINE 205 BcfUNDERGROUND STORAGE CAPACITY LOEWS CORPORATION06 With merger and acquisition activity on the rise 2015 was a year of consolidation in the insurance industry. We believe CNA can effectively compete against larger players because of its broad geographical reach close agent relationships improving underwriting capabilities and strong capital position. CNA has developed scale in its core areas of strength focusing on key underwriting segments such as professional services healthcare surety technology and financial services. This specialized approach to underwriting gives CNA deep industry expertise in these areas enabling the company to improve profitability through better risk selection and pricing as well as through increased loyalty from producers and customers. The current industry consolidation is also creating opportunities for CNA. The company is able to offer its brokers and employees consistency and stability at a time when some of its peers are going through significant transitions. Above and beyond the challenges presented by consolidation the insurance industry faced other headwinds over the past year including slow-growth economies around the world and decelerating premium rates. Low interest rates and their impact on investment income have also been a significant factor with which CNA and its competitors have had to contend. Although CNA is not immune to these challenges it has made progress in its major strategic effort to become a top quartile underwriter. The company has continued to address the fundamental tasks of improving both underwriting margins and the underlying accident year loss ratio. CNA has also brought increased focus to the strategic and operational management of its run-off long-term care business over the past two years. In the fourth quarter of 2015 due to changing underlying assumptions it strengthened reserves in that business in order to satisfy future policy obligations. Additionally in recent years the company has taken a number of actions to strengthen its operations including reinsuring its asbestos liabilities exiting non-performing businesses outside of the U.S. and selling its life insurance business. CNA has made this progress under an outstanding management team headed by Tom Motamed since 2009. Tom has announced his plan to retire at the end of 2016. Dino Robusto will succeed Tom as chairman and chief executive officer at that time. Dino joins CNA from The Chubb Corporation where he established an impressive track record of success and leadership over nearly 30 years. The CNA he inherits is poised for continued improvement and further value creation. We thank Tom for his deep dedication and significant accomplishments and warmly welcome Dino. CNA by the numbers Year ended December 31 2015 in millions 9101REVENUE 6900EMPLOYEES 4700AGENTS BROKERS 71FIELD OFFICES WORLDWIDE 44699INVESTED ASSETS ANNUAL REPORT 2015 07 LOEWS HOTELS RESORTS In 2015 Loews Hotels Resorts continued to move forward with its strategy of building its brands and broadening its customer base by adding new properties in gateway cities and resort destinations. From 2012 through the early part of 2016 the company added 10 hotels across the country including the Loews Chicago Hotel in March 2015 the Loews Regency San Francisco in April 2015 and in January 2016 the boutique Hotel 1000 in Seattle which will operate as a Loews Regency once renovations are complete. As part of its successful partnership with Universal Orlando Resorts Loews Hotels is poised to open a fifth property in Universal Orlando. The 1000-room Loews Sapphire Falls Resort is scheduled to open in mid- 2016. Additionally in 2017 a 400-room expansion will be completed at Universals Cabana Bay Beach Resort. A number of these additions to the Loews Hotels network have contributed positively to adjusted EBITDA which increased overall by 29 in 2015. In 2016 the company plans to undertake extensive renovation of the Loews Miami Beach Hotel in Florida. While this renovation is expected to depress Loews Hotelss profitability in 2016 it will position the property for continued leadership in this market. The Loews Hotels team led by CEO Kirk Kinsell is focused on building dynamic hospitality brands and is committed to bettering itself for its guests team members partners and communities. This vision is fundamental to its constant quest to build value. Loews Hotels by the numbers Year ended December 31 2015 in millions 1199CHAIN-WIDE REVENUE 24CHAIN-WIDE HOTELS 11488CHAIN-WIDE GUESTROOMS 7900CHAIN-WIDE EMPLOYEES LOEWS CORPORATION08 CONCLUSION MOVING FORWARD ON THE IMPERATIVE TO BUILD VALUE Whether confronted by headwinds or aided by tailwinds Loewss strategic imperative is to create value for shareholders over the long term. The levers we use to accomplish this goal include allocating Loewss capital effectively and prudently making opportune investments and acquisitions and working to enhance the operating performance and capital structure of our subsidiaries. In these times of dynamic change Loewss liquidity and financial strength allow us to move quickly and take advantage of opportunities as they present themselves. In 2015 opportunity came in the form of Loews share repurchases. Financial strength and flexibility provide the foundation of Loewss investment strategy and will continue to enable us to seize new opportunities in 2016 and beyond. Our prudent capital management will ensure that the financial house we have built out of bricks can continue to withstand whatever economic huffing and puffing may come our way. As we remain keenly focused on our goal of creating value for our shareholders we rely on the exceptional talents and professionalism of the individuals we have in place throughout our organization and our subsidiary companies. We want to extend our personal thanks to all the men and women of Loews and its subsidiary companies for their impressive efforts over the past year. Thanks also to our shareholders for their continued confidence and support and to all our directors for their thoughtful counsel and guidance. We look forward to continuing to work together on the long- term principles of value creation. Sincerely James S. Tisch Andrew H. Tisch Jonathan M. Tisch Office of the President February 19 2016 ASSET VALUE EXCEEDS STOCK PRICE Sum of Loewss public and non-public assets exceeds Loewss stock price Per share value of Loewss stake in shares of CNA DO and BWP based on New York Stock Exchange closing prices on December 31 2015 and Loewss net cash and investments net of debt at December 31 2015. Public Assets 38.40NYSEL New York Stock Exchange closing price of Loews common stock as of December 31 2015. Compared to Non-public Assets LOEWS HOTELS BOARDWALK PIPELINE GENERAL PARTNER 42.21TOTAL ANNUAL REPORT 2015 09 4.54 DO BWP 4.80 7.80CASH INVESTMENTS NET OF DEBT 25.07 CNA BOARD OF DIRECTORS Lawrence S. Bacow Fellow Harvard College Ann E. Berman Retired Senior Advisor to the President Harvard University Joseph L. Bower Donald K. David Professor Emeritus Harvard Business School Charles D. Davidson Venture Partner Quantum Energy Partners Charles M. Diker Managing Partner Diker Management LLC Chairman of the Board Cantel Medical Corp. Jacob A. Frenkel Chairman of the Board of Trustees the Group of Thirty Chairman JPMorgan Chase International Paul J. Fribourg Chairman of the Board President and Chief Executive Officer Continental Grain Company Walter L. Harris President and Chief Executive Officer FOJP Service Corporation and Hospitals Insurance Company Philip A. Laskawy Retired Chairman and Chief Executive Officer Ernst Young LLP Ken Miller President and Chief Executive Officer Ken Miller Capital LLC Senior Advisor Teneo Holdings Andrew H. Tisch Office of the President Co-Chairman of the Board and Chairman of the Executive Committee James S. Tisch Office of the President President and Chief Executive Officer Jonathan M. Tisch Office of the President Co-Chairman of the Board Chairman of Loews Hotels Anthony Welters Executive Chairman Black Ivy Group LLC Key Member of Audit Committee Member of Executive Committee Member of Compensation Committee Member of Nominating and Governance Committee LOEWS CORPORATION10 OFFICERS James S. Tisch Office of the President President and Chief Executive Officer Andrew H. Tisch Office of the President Co-Chairman of the Board and Chairman of the Executive Committee Jonathan M. Tisch Office of the President Co-Chairman of the Board and Chairman of Loews Hotels David B. Edelson Senior Vice President Chief Financial Officer Gary W. Garson Senior Vice President Secretary and General Counsel Richard W. Scott Senior Vice President Chief Investment Officer Kenneth I. Siegel Senior Vice President Susan Becker Vice President Tax Robert F. Crook Vice President Internal Audit Laura K. Cushing Vice President Human Resources Jonathan Koplovitz Vice President Corporate Development Audrey A. Rampinelli Vice President Risk Management Mark S. Schwartz Vice President Chief Accounting Officer Mary Skafidas Vice President Investor Public Relations Alexander H. Tisch Vice President Benjamin J. Tisch Vice President Edmund Unneland Treasurer Jane J. Wang Vice President Kenneth J. Zinghini Vice President Deputy General Counsel PRINCIPAL SUBSIDIARIES CNA FINANCIAL CORPORATION Thomas F. Motamed Chairman and Chief Executive Officer 333 South Wabash Avenue Chicago IL 60604-4107 DIAMOND OFFSHORE DRILLING INC. Marc Edwards President and Chief Executive Officer 15415 Katy Freeway Houston TX 77094-1810 BOARDWALK PIPELINE PARTNERS L.P. Stanley C. Horton President and Chief Executive Officer 9 Greenway Plaza Suite 2800 Houston TX 77046-0946 LOEWS HOTELS RESORTS S. Kirk Kinsell President and Chief Executive Officer 667 Madison Avenue New York NY 10065-8087 CORPORATE OFFICE 667 Madison Avenue New York NY 10065-8087 ANNUAL REPORT 2015 11 PRICE RANGE OF LOEWS COMMON STOCK Our common stock is listed on the New York Stock Exchange under the symbol L. The table sets forth the reported high and low sales prices in each calendar quarter. 2015 2014 High Low High Low 4th Quarter 38.88 34.40 43.77 39.04 3rd Quarter 39.21 35.21 44.59 41.57 2nd Quarter 42.59 38.14 45.43 42.29 1st Quarter 42.78 38.01 48.15 42.63 LOEWS CORPORATION12 BWP 51 Natural Gas Liquids Pipelines Storage Stanley C. Horton 100 Luxury Lodging S. Kirk Kinsell DIVIDEND INFORMATION We have paid quarterly cash dividends on Loews common stock in each year since 1967. Regular dividends of 0.0625 per share of Loews common stock were paid in each calendar quarter of 2015 and 2014. ANNUAL MEETING The Annual Meeting of Shareholders will be held at the Loews Regency Hotel 540 Park Avenue New York New York on Tuesday May 10 2016 at 1100 a.m. New York City time. TRANSFER AGENT AND REGISTRAR Computershare P.O. Box 30170 College Station TX 77842-3170 800-358-9151 INDEPENDENT AUDITORS Deloitte Touche LLP 30 Rockefeller Plaza New York NY 10112 667 Madison Ave. New York NY 10065