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Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From ____________ to _____________
Commission File Number 1-06541
LOEWS CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 13-2646102 | ||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
9 West 57****th Street, New York, NY 10019-2714
(Address of principal executive offices) (Zip Code)
(212) 521-2000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common stock, par value $0.01 per share | L | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
| Yes | ☒ | No ☐ |
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
| Yes | ☐ | No | ☒ |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| Yes | ☒ | No | ☐ |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| Yes | ☒ | No | ☐ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| ☐ |
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
| ☒ |
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
| ☐ |
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
| ☐ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes | ☐ | No | ☒ |
The aggregate market value of common stock held by non-affiliates of the registrant as of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $15,362,000,000.
As of February 6, 2026, there were 206,052,874 shares of the registrant’s common stock outstanding.
Documents Incorporated by Reference:
Portions of the registrant’s definitive proxy statement for the 2026 annual meeting of shareholders, intended to be filed by the registrant with the Commission not later than 120 days after the close of its fiscal year, are incorporated by reference into Part III of this Report.
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LOEWS CORPORATION
INDEX TO ANNUAL REPORT ON
FORM 10-K FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION
For the Year Ended December 31, 2025
| 2 |
FORWARD-LOOKING STATEMENTS
Investors are cautioned that certain statements contained in this Report as well as in other filings with the Securities and Exchange Commission (“SEC”) and periodic press releases made by us and our subsidiaries and certain statements made by us and our subsidiaries and our and their officers in presentations may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). Forward-looking statements include any statement that does not directly relate to any historical or current fact. Forward-looking statements may project, indicate or imply future results, events, performance or achievements, and such statements may contain the words “expect,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “will be,” “will continue,” “will likely result,” and similar expressions. In addition, any statement concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible actions taken by us or our subsidiaries are also forward-looking statements as defined by the Act. Forward-looking statements are based on current expectations and projections about future events and are inherently subject to a variety of risks and uncertainties, many of which are beyond our or our subsidiaries’ control, that could cause actual results to differ materially from those anticipated or projected.
Developments in any of the risks or uncertainties facing us or our subsidiaries, including those described under Item 1A, Risk Factors of this Report and in our and our subsidiaries’ other filings with the SEC, could cause our and our subsidiaries’ results to differ materially from results that have been or may be anticipated or projected. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made and we and our subsidiaries expressly disclaim any obligation or undertaking to update these statements to reflect any change in expectations or beliefs or any change in events, conditions or circumstances on which any forward-looking statement is based.
Unless the context otherwise requires, the term “Company” as used herein means Loews Corporation including its subsidiaries and the terms “Parent Company,” “we,” “our,” “us” or like terms as used herein mean Loews Corporation excluding its subsidiaries.
RISK FACTORS SUMMARY
Our business and the businesses of our subsidiaries face many risks and uncertainties. These risks and uncertainties could lead to events or circumstances that have a material adverse effect on our business, results of operations, cash flows, financial condition and/or equity and/or the business, results of operations, cash flows, financial condition and/or equity of one or more of our subsidiaries. You should carefully review and consider the full discussion of our risk factors described under Item 1A, Risk Factors of this Report, before investing in any security issued by us. Principal risks facing us and our subsidiaries include those relating to:
Risks Related to Us and Our Subsidiary, CNA Financial Corporation (“CNA”)
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CNA may need to increase its insurance reserves if it determines that its recorded reserves are insufficient;
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CNA’s actual experience could vary from the key assumptions used to determine future policy benefit reserves for its long-term care policies;
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CNA’s vulnerability to material losses from natural and man-made disasters or other catastrophes;
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CNA’s exposure related to asbestos and environmental pollution (“A&EP”) claims;
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CNA’s exposure to mass tort claims against its insureds and changes to the social and legal environment, such as those related to abuse reviver statutes, issues related to altered interpretation of coverage and other new and emerging claim theories;
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Intense competition in CNA’s industry; the cyclical nature of the property and casualty business and the evolving landscape of its distribution network;
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Risks relating to CNA’s reliance on reinsurance, including risks related to its ability to obtain sufficient reinsurance at a cost or on terms and conditions it deems acceptable, reinsurance counterparty risk and ineffective reinsurance coverage;
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Technological changes or disruptions in the insurance marketplace;
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Potential significant realized and unrealized investment losses and volatility in net investment income;
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CNA’s use of analytical models in key areas such as pricing, reserving catastrophe risks and capital modeling;
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Any significant interruption in the operation of CNA’s business functions, facilities or systems or its vendors’ facilities or systems could result in a material adverse effect on its operations;
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Any significant breach in CNA’s data security infrastructure or its vendors’ facilities or systems could disrupt business, cause financial losses and damage its reputation, and insurance coverage may not be available for claims related to a breach;
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CNA’s potential inability to detect and prevent significant employee or service provider misconduct, inadvertent errors and omissions, or exposure relating to functions performed on CNA’s behalf;
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Capital adequacy requirements that CNA is subject to;
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Regulatory limitations on CNA’s insurance subsidiaries ability to pay dividends to CNA;
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Potential downgrades of CNA’s ratings by rating agencies; and
-
Extensive state, local, federal and foreign governmental regulations to which CNA is subject.
Risks Related to Us and Our Subsidiary, Boardwalk Pipeline Partners, LP (“Boardwalk Pipelines”)
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Extensive regulation by the Federal Energy Regulatory Commission (“FERC”) of Boardwalk Pipelines’ natural gas transportation and storage operations and ethane transportation services;
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Actual results from Boardwalk Pipelines’ construction and growth projects not meeting its forecasts;
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Changes in U.S. trade policy and the impact of tariffs;
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Changes in the debt markets and increases in interest rates;
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Failure to comply with environmental or worker safety laws or regulations or an accidental release of pollutants into the environment;
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Legislative and regulatory initiatives relating to new or more stringent pipeline safety requirements;
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A failure in Boardwalk Pipelines’ computer systems or a cybersecurity attack;
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Boardwalk Pipelines’ and its customers’ operations are subject to a series of risks regarding climate change;
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Climatic conditions could adversely impact Boardwalk Pipelines’ operations, pipelines and facilities, or those of its customers or suppliers;
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Reputational risks and risks related to public opinion;
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Opposition to the operation of Boardwalk Pipelines’ pipelines and facilities, construction or expansion of facilities and new pipeline projects;
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Market conditions, including available supply, demand and the price differentials between natural gas supplies and market locations for natural gas, may affect the transportation rates that Boardwalk Pipelines can charge on certain portions of its pipeline systems;
-
Changes in energy commodity prices and their impact on the supply of and demand for those commodities;
-
Boardwalk Pipelines’ exposure to credit risk relating to default or bankruptcy by its customers;
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Boardwalk Pipelines’ reliance on a limited number of customers for a substantial portion of its revenues;
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Operating and financial covenants in Boardwalk Pipelines’ revolving credit facility;
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Boardwalk Pipelines’ indebtedness may affect its ability to meet its obligations and may otherwise restrict its activities;
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Boardwalk Pipelines does not own all of the land on which its pipelines and facilities are located;
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Boardwalk Pipelines may be unsuccessful in executing its strategy to grow and diversify its business;
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The impact of market conditions on Boardwalk Pipelines’ ability to replace expiring storage contracts at attractive rates or on a long-term basis and to sell short-term services at attractive rates or at all; and
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Boardwalk Pipelines’ operations are subject to catastrophic losses, operational hazards and unforeseen interruptions for which it may not be adequately insured.
Risks Related to Us and Our Subsidiary, Loews Hotels Holding Corporation (“Loews Hotels & Co”)
-
Operating risks common to the hospitality industry, many of which are beyond Loews Hotels & Co’s control;
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Loews Hotels & Co’s exposure to risks resulting from significant investments in owned and leased real estate, including through ownership interests in partnerships and joint ventures;
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Seasonal and cyclical volatility in the hospitality industry;
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The high level of competition in the hospitality industry, both for customers and for the acquisition and/or development of new properties;
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The risk of deterioration in the quality or reputation of Loews Hotels & Co’s brands, including brands used in its joint ventures and those it licenses;
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The potential for delays or increased costs in connection with developing and renovating properties;
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Investing in hotel properties through ownership interests in partnerships and joint ventures is subject to inherent risk due to Loews Hotels & Co’s lack of unilateral control over the investment;
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The geographic concentration of Loews Hotels & Co’s properties;
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The growth and use of third-party reservation channels;
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The adequacy of Loews Hotels & Co’s insurance coverage;
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Potential labor shortages; and
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Portions of Loews Hotels & Co’s labor force are covered by collective bargaining agreements.
| 4 |
Risks Related to Us and Our Unconsolidated Subsidiary, Altium Packaging LLC (“Altium Packaging”)
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Altium Packaging’s substantial indebtedness;
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Altium Packaging’s exposure to changes in consumer preferences;
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Fluctuations in raw material prices and raw material availability; and
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Self-manufacturing by Altium Packaging’s customers.
Risks Related to Us and Our Subsidiaries Generally
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Failures or interruptions in or breaches to our or our subsidiaries’ computer systems or those of certain third parties;
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Litigation to which we and our subsidiaries may be subject from time to time;
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Acts of terrorism;
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Compliance with environmental laws;
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Potential loss of key vendor relationships or issues relating to the transitioning of vendor relationships;
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Impairment charges related to the carrying value of long-lived assets and goodwill of our subsidiaries;
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Pandemics or other outbreaks of contagious diseases and efforts to mitigate their spread have had, and could in the future have, widespread impacts on the way we and our subsidiaries operate;
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We are a holding company and derive substantially all of our income and cash flow from our subsidiaries;
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Competition for senior executives and qualified specialized talent; and
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Scrutiny and changing expectations from stakeholders with respect to sustainability practices may impose additional costs on us and our subsidiaries or expose us and our subsidiaries to new or additional risks.
PART I