L 8-K Current Reports

Loews 8-K Report, Financial Results (Nov 2, 2026)

Loews Corporation reported third-quarter 2026 net income attributable to Loews of $306 million, or $1.50 per share, compared with $504 million, or $2.43 per share, in the third quarter of 2025. The decline was driven mainly by an unfavorable $125 million (after-tax and noncontrolling interest) impact from CNA Financial's annual long-term care reserve assumption updates, along with lower Property and Casualty underlying underwriting results and higher catastrophe losses. Nine-month net income attributable to Loews was $1,087 million, or $5.29 per share, versus $1,265 million, or $6.03 per share, a year earlier. CNA's Property and Casualty combined ratio rose 4.2 points to 97.0%, and the underlying combined ratio increased to 94.2% from 91.3%. Management said the long-term care reserve charge should be almost entirely offset over time by higher investment yields from recent portfolio actions, and it characterized the P&C pricing environment as competitive. Boardwalk Pipelines' net income fell to $85 million from $94 million, including $7 million after-tax of Continuum unrealized losses and a $7 million after-tax office relocation impairment, while Loews Hotels' net income rose to $16 million from a $3 million loss, with Adjusted EBITDA up 25% to $86 million. Book value per share was $90.24 at September 30, 2026, versus $90.71 at December 31, 2025, while book value per share excluding AOCI rose to $100.67 from $95.89. Loews repurchased 1.6 million shares for $167 million in the quarter and a further 0.6 million shares for $67 million from October 1 through October 30, 2026. At quarter end the parent company held $4.4 billion of cash and investments and $1.8 billion of debt.

Nov 2, 2026 8-K

Loews 8-K Report, Financial Results (Aug 3, 2026)

Loews Corporation reported net income of $444 million, or $2.16 per share, for the second quarter of 2026, compared with $391 million, or $1.87 per share, in the second quarter of 2025. For the six months ended June 30, 2026, net income attributable to Loews was $781 million, or $3.79 per share, versus $761 million, or $3.61 per share, a year earlier. All three consolidated subsidiaries (CNA Financial, Boardwalk Pipelines and Loews Hotels & Co) contributed to the year-over-year improvement in the quarter, with Corporate segment results essentially unchanged. Book value per share rose to $93.52 as of June 30, 2026, from $90.71 at December 31, 2025, and book value per share excluding AOCI rose to $99.27 from $95.89. The parent company held $4.4 billion of cash and investments and $1.8 billion of debt at quarter-end. Loews repurchased 1.4 million shares for $146 million during the quarter, and shares outstanding stood at 204.4 million. At CNA, net income attributable to Loews increased to $294 million, but the Property and Casualty combined ratio rose 2.4 points to 96.5%, driven largely by a higher underlying loss ratio. Management described a more cautious underwriting stance, and CNA executed a $1 billion extension trade in its long-term care portfolio, lengthening duration from about 9.5 to 10 years and improving credit quality. Boardwalk's net income rose to $100 million and Loews Hotels' Adjusted EBITDA rose 26% to $137 million. These results are presented in a press release and earnings remarks furnished under Item 2.02 of this Form 8-K.

Aug 3, 2026 8-K

Loews 8-K Report, Shareholder Vote Results (May 12, 2026)

Loews Corporation held its 2026 Annual Meeting of Shareholders on May 12, 2026. Shareholders elected all ten director nominees: Charles D. Davidson, Paul J. Fribourg, Walter L. Harris, Jonathan C. Locker, Susan P. Peters, Dino E. Robusto, Alexander H. Tisch, Benjamin J. Tisch, James S. Tisch, and Jennifer VanBelle. Each nominee received more votes for than against, though support varied considerably across the slate. Shareholders also approved, on an advisory basis, the compensation of the named executive officers (Say on Pay), with 177,208,800 votes for and 8,952,691 against. In a separate proposal, shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent auditor for 2026, with 186,777,192 votes for, 7,033,867 against, and 142,860 abstentions. Item 9.01 of the report states that exhibits are referenced, but the filing text provides no further description of them. The voting results are the substantive content of this filing.

May 12, 2026 8-K

Other EventsExhibits & Filings

Loews 8-K Report, Financial Results (May 4, 2026)

Loews Corporation reported net income attributable to Loews Corporation of $337 million, or $1.63 per share, for the first quarter of 2026, compared with $370 million, or $1.74 per share, in the first quarter of 2025. CEO Ben Tisch described it as a "tale of two cities" quarter: Boardwalk Pipelines and Loews Hotels posted strong results while CNA Financial took a step back. CNA's net income attributable to Loews fell to $194 million from $252 million, with its combined ratio rising 3.8 points to 102.2% from 98.4%, driven by a higher underlying loss ratio and $100 million of unfavorable net prior year loss reserve development. Management said it would not expect growth at CNA to reaccelerate meaningfully in the near term. Boardwalk Pipelines' net income rose to $159 million from $152 million, with EBITDA up to $360 million from $346 million, reflecting higher contracting rates and utilization-based revenues. Loews Hotels' net income increased to $26 million from less than $1 million, and its Adjusted EBITDA rose 53% to $124 million, driven largely by the Universal Orlando joint ventures. Book value per share was $90.90 at March 31, 2026, up from $90.71, and book value per share excluding AOCI rose to $97.20 from $95.89. At the parent level, the company held $4.5 billion of cash and investments against $1.8 billion of debt and repurchased 0.3 million shares for $31 million during the quarter. Management said it is maintaining a larger-than-normal parent cash balance because Boardwalk's capex backlog has grown to approximately $3.2 billion, and it flagged the Boardwalk litigation as an ongoing risk. Boardwalk also completed its $215 million acquisition of Spire Marketing (now Continuum) on April 30, 2026, self-funded from cash on hand.

May 4, 2026 8-K

Loews 8-K Report, Corporate Update (Feb 18, 2026)

Loews Corporation completed a public offering on February 18, 2026 of $500,000,000 aggregate principal amount of its 4.940% Senior Notes due 2036. The offering was made under the Company's Form S-3 registration statement (File No. 333-276935) and a prospectus supplement dated February 10, 2026, with J.P. Morgan Securities LLC, Barclays Capital Inc., MUFG Securities Americas Inc. and Wells Fargo Securities, LLC acting as representatives of the underwriters under an Underwriting Agreement dated February 10, 2026. Interest on the Notes is payable semi-annually on April 1 and October 1, beginning October 1, 2026, at 4.940% per annum until April 1, 2036. The Notes were issued under an Indenture dated March 1, 1986, as supplemented, with The Bank of New York Mellon as successor trustee. The Company may redeem the Notes before January 1, 2036 at a make-whole price based on the applicable U.S. Treasury rate plus 12.5 basis points, and on or after January 1, 2036 at 100% of principal plus accrued interest. The filing is a debt issuance disclosure under Item 8.01 (Other Events). It also files the Underwriting Agreement, the form of Note and a legality opinion from Sullivan & Cromwell LLP as exhibits. The filing does not describe use of proceeds.

Feb 18, 2026 8-K

Loews 8-K Report, Financial Results (Feb 9, 2026)

Loews Corporation reported net income of $402 million, or $1.94 per share, for the fourth quarter of 2025, compared with $187 million, or $0.86 per share, in the fourth quarter of 2024. The prior-year quarter included a $265 million after-tax and noncontrolling-interest pension settlement charge at CNA. For the full year 2025, net income was $1,667 million, or $7.97 per share, versus $1,414 million, or $6.41 per share, in 2024. Book value per share rose to $90.71 from $79.49, and book value per share excluding AOCI rose to $95.89 from $88.18 at December 31, 2024. Segment results were mixed. CNA's net income attributable to Loews was $276 million in the quarter, while Boardwalk Pipelines' fell to $110 million from $145 million, largely because of a $36 million tax benefit recorded in the prior-year quarter. Loews Hotels' quarterly net income declined to $6 million, including a $20 million after-tax impairment tied to the planned Arlington Sheraton replacement, even though adjusted EBITDA rose 35% to $113 million. Loews repurchased 8.9 million shares in 2025 for $782 million. The parent company held $3.9 billion of cash and investments against $1.8 billion of debt at year-end. The filing also highlights the Boardwalk litigation, in which the Delaware Supreme Court found that the Boardwalk general partner breached the partnership agreement in connection with the 2018 purchase of minority units. Claims for tortious interference and unjust enrichment were remanded to the Delaware Chancery Court. In the earnings remarks, management described the potential judgment as exceeding $1.0 billion and said material events are not expected until at least the end of 2026.

Feb 9, 2026 8-K

Loews 8-K Report, Executive Changes (Dec 5, 2025)

Loews Corporation filed a Current Report on Form 8-K dated December 5, 2025, under Item 5.02 (Departure of Directors or Certain Officers). Directors Ann E. Berman and Charles M. Diker informed the Corporation that they will retire from its Board of Directors, effective as of the Corporation's 2026 Annual Meeting of Shareholders. Mr. Diker has served on the Board since 2003 and Ms. Berman since 2006. The Board thanked both directors for their distinguished service and valuable contributions. The filing states that the size of the Board is expected to be reduced to ten directors in connection with their retirements. This filing concerns board composition only and contains no financial results, guidance, or operating information. For investors, the主要 takeaway is a planned change in board membership and size, effective at the 2026 Annual Meeting.

Dec 5, 2025 8-K

Loews 8-K Report, Financial Results (Nov 3, 2025)

Loews Corporation reported net income of $504 million, or $2.43 per share, for the third quarter of 2025, compared to $401 million, or $1.82 per share, in the third quarter of 2024. The results were driven primarily by CNA Financial, whose net income attributable to Loews rose to $371 million from $259 million, reflecting lower catastrophe losses ($41 million versus $143 million), improved underlying underwriting results and higher net investment income. CNA's Property and Casualty combined ratio improved 4.4 points to 92.8%. Boardwalk Pipelines' net income increased to $94 million from $77 million and its EBITDA rose to $267 million from $249 million, while Loews Hotels' net loss narrowed to $3 million and its Adjusted EBITDA increased to $69 million from $64 million. Boardwalk executed a precedent agreement on October 30, 2025 for its Texas Gateway Project, which would add 1.5 Bcf/d of capacity and bring total announced growth projects to 4.2 Bcf/d at an anticipated aggregate cost of approximately $3.0 billion. Boardwalk's revenue backlog was $15.6 billion as of September 30, 2025, excluding $3.8 billion from the Texas Gateway Project. Book value per share rose to $88.39 from $79.49 at December 31, 2024, and book value per share excluding AOCI rose to $94.00 from $88.18. Loews repurchased 0.6 million shares for $56 million in the third quarter and an additional 0.3 million shares for $29 million in October 2025. At September 30, 2025, the parent company held $3.6 billion of cash and investments and $1.8 billion of debt, and 206.9 million shares were outstanding.

Nov 3, 2025 8-K

Loews 8-K Report, Executive Changes (Nov 3, 2025)

Loews Corporation (NYSE: L) filed a Current Report on Form 8-K dated November 3, 2025, under Item 5.02 to announce the election of Dino E. Robusto as a director. On October 29, 2025, the Board of Directors increased its size from 11 to 12 directors and elected Mr. Robusto, with both changes effective January 1, 2026. Mr. Robusto was Chief Executive Officer and Chairman of the Board of CNA Financial Corporation, Loews's subsidiary, from 2016 until 2024, and has served as Executive Chairman of CNA since January 1, 2025. His term as Executive Chairman expires on December 31, 2025, at which point he will leave the CNA Board of Directors. For 2025, Mr. Robusto's compensation for his CNA Executive Chairman role is an annual salary of $6 million, plus a bonus of up to $2 million to be determined by CNA's Compensation Committee. The filing refers to CNA's 2024 Form 8-K and its 2025 proxy statement for further detail on his employment and pay. The filing is primarily a governance update with no direct financial results reported.

Nov 3, 2025 8-K

Loews 8-K Report, Executive Changes (Aug 5, 2025)

Loews Corporation (NYSE: L) filed this Current Report on Form 8-K dated August 5, 2025 to report a board change. On that date, the Board of Directors increased its size from 10 to 11 directors, elected Jennifer VanBelle as a director, and appointed her to the Audit Committee. The filing does not describe any financial results, transactions, or compensation arrangements for Ms. VanBelle. According to the accompanying news release (Exhibit 99.1), Ms. VanBelle spent more than 25 years at General Electric Company, where her roles culminated in serving simultaneously as Senior Vice President, Treasurer; Chief Executive Officer, GE Capital; and Senior Vice President, GE Separation Leader. Before joining GE in 1998, she worked for several international investment banks in New York and London. For investors, the filing is a governance update: it adds a director with substantial corporate finance and capital markets experience to the board and to its Audit Committee. Loews describes itself as a diversified company with businesses in insurance, energy, hospitality, and packaging.

Aug 5, 2025 8-K

Loews 8-K Report, Financial Results (Aug 4, 2025)

Loews Corporation reported net income of $391 million, or $1.87 per share, for the second quarter of 2025, compared to $369 million, or $1.67 per share, in the second quarter of 2024. For the six months ended June 30, 2025, net income was $761 million, or $3.61 per share, versus $826 million, or $3.72 per share, a year earlier. Results were mixed across segments: Boardwalk Pipelines drove growth with net income rising to $88 million from $70 million and EBITDA rising to $274 million from $240 million, while CNA Financial's contribution fell to $274 million from $291 million due to an $81 million after-tax charge tied to legacy mass tort abuse reserves and higher investment losses. Loews Hotels' net income declined to $28 million from $35 million, mainly from expenses at three new Universal Orlando hotels. Book value per share rose to $84.42 at June 30, 2025, from $79.49 at December 31, 2024, and book value per share excluding AOCI rose to $91.66 from $88.18. The parent company held $3.4 billion of cash and investments and $1.8 billion of debt at June 30, 2025. Loews repurchased 2.9 million shares for $251 million during the quarter, and per the earnings remarks, about 7.5 million shares for $636 million since the end of 2024. CEO Ben Tisch described the quarter as decent and pointed to Boardwalk's reach of final investment decisions on growth projects totaling $1.7 billion of capital expenditures. Loews Hotels management targets Adjusted EBITDA of $400 million to $450 million over the next several years. The results and remarks are furnished under Item 2.02 and are not deemed filed for Section 18 purposes.

Aug 4, 2025 8-K

Loews 8-K Report, Executive Changes (Jun 4, 2025)

Loews Corporation filed this Form 8-K to report that Jonathan M. Tisch informed the Corporation on June 2, 2025 that he will retire as Executive Chairman of its subsidiary, Loews Hotels Holding Corporation ("Loews Hotels & Co"), effective December 31, 2025. The filing is a narrow executive-transition notice under Item 5.02 and does not disclose any financial results, transactions, or changes to the Corporation's overall operations. Following his retirement, Mr. Tisch will provide consulting services to Loews Hotels & Co for up to 200 hours per year at an hourly rate. This arrangement signals a continued advisory role for a senior leader of the hotel subsidiary, with a defined cap on time commitment. For investors, the disclosure is operational rather than material to valuation. It indicates a planned leadership succession at Loews Hotels & Co with roughly six months' notice before the effective date. The filing was signed by Marc A. Alpert, Senior Vice President, General Counsel and Secretary, on June 4, 2025.

Jun 4, 2025 8-K

Loews 8-K Report, Executive Changes (May 29, 2025)

Loews Corporation (NYSE: L) filed this Form 8-K dated May 29, 2025, reporting an event of May 27, 2025. The filing discloses a single leadership change under Item 5.02: Richard W. Scott informed the Corporation on May 27, 2025 that he will retire from his position as Senior Vice President and Chief Investment Officer, effective December 31, 2025. The filing contains no financial results, financial statement data, or operating metrics. It does not state a successor for the Chief Investment Officer role, nor does it describe any compensation arrangements or reasons for the retirement. For investors, the principal takeaway is a planned transition in the investment leadership function, with roughly seven months between the notice and the effective date. The filing itself gives no indication of any change to the Corporation's investment strategy, portfolio, or financial condition.

May 29, 2025 8-K

Loews 8-K Report, Shareholder Vote Results (May 13, 2025)

Loews Corporation held its 2025 Annual Meeting of Shareholders on May 13, 2025, and shareholders voted on four proposals. All ten director nominees were elected, including Ann E. Berman, Charles D. Davidson, Charles M. Diker, Paul J. Fribourg, Walter L. Harris, Jonathan C. Locker, Susan P. Peters, Alexander H. Tisch, Benjamin J. Tisch, and James S. Tisch. Paul J. Fribourg received the most votes against (20,861,852), while Benjamin J. Tisch received the fewest (1,869,284). Shareholders also approved, on an advisory basis, the compensation of the named executive officers (Say on Pay), with 181,013,530 votes for and 10,983,925 votes against. They ratified Deloitte & Touche LLP as the independent auditor for 2025, with 191,525,321 votes for and 7,592,340 against. Shareholders approved the Loews Corporation 2025 Incentive Compensation Plan, with 161,299,361 votes for, 30,701,749 votes against, 191,524 abstentions, and 7,043,046 broker non-votes. The Item 9.01 section refers to exhibits but does not describe any financial results or transactions.

May 13, 2025 8-K

Loews 8-K Report, Financial Results (May 5, 2025)

Loews Corporation reported net income of $370 million, or $1.74 per share, for the first quarter of 2025, compared with $457 million, or $2.05 per share, in the first quarter of 2024. The decline was driven mainly by CNA Financial, where net income attributable to Loews fell to $252 million from $310 million on lower underwriting income, largely from unfavorable net prior year loss reserve development tied to commercial auto. Boardwalk Pipelines improved to $152 million from $121 million on higher re-contracting rates and completed growth projects, while Loews Hotels & Co. reported zero net income versus $16 million and Corporate posted a $34 million net loss versus $10 million net income, reflecting investment losses versus prior-year gains on parent company equity securities. Book value per share excluding AOCI rose to $89.74 as of March 31, 2025, from $88.18 at December 31, 2024. At quarter end the parent company held $3.5 billion of cash and investments against $1.8 billion of debt. Loews repurchased 4.5 million shares for $376 million during the quarter and, from April 1 to May 2, 2025, an additional 0.6 million shares for $53 million, bringing the total since December 31, 2024 to 5.1 million shares for $429 million. Management attributed the CNA shortfall to a $63 million pretax reserve charge, largely related to accident year 2024 commercial auto, and said casualty pricing is broadly rising. Management also highlighted Boardwalk's evaluation of large growth projects and the addition of three hotels near Universal Epic Universe in Orlando, which management described as early-stage opportunities.

May 5, 2025 8-K

Loews 8-K Report, Executive Changes (May 2, 2025)

Loews Corporation filed a Current Report on Form 8-K dated May 2, 2025, under Item 5.02 to disclose a board change. On May 1, 2025, Anthony Welters informed the Corporation that, in light of his other commitments, he is resigning from its Board of Directors effective immediately. As a result, Mr. Welters will not stand for election at the Corporation's 2025 Annual Meeting of Shareholders, scheduled for May 13, 2025. The Board thanked Mr. Welters for his distinguished service and valuable contributions. In connection with his resignation, the size of the Board will be reduced from eleven to ten directors. The filing does not disclose a replacement director or any compensatory arrangements. For investors, the filing is a routine governance update rather than a financial disclosure. It contains no financial results, guidance, or operational information.

May 2, 2025 8-K

Loews 8-K Report, Executive Changes (Feb 18, 2025)

Loews Corporation (L) filed this Form 8-K under Item 5.02 to disclose compensation arrangements tied to the leadership transition. Benjamin J. Tisch was appointed President and Chief Executive Officer effective January 1, 2025. On February 17, 2025, the Compensation Committee set his annual base salary at $1,000,000, a 2025 target cash incentive award of $2,600,000, and a 2025 target performance-based restricted stock unit (PRSU) award of 10,690 PRSUs with a grant date fair value of $900,000. These awards were made under the 2016 Incentive Compensation Plan and are described as substantially the same as those granted to the Corporation's other executive officers. The Committee also approved special stock appreciation right (SAR) grants on February 17, 2025 to Benjamin J. Tisch, Alexander H. Tisch (Vice President of the Corporation and President and Chief Executive Officer of its subsidiary Loews Hotels & Co), and Jane J. Wang (Senior Vice President and Chief Financial Officer). The filing states these SARs are not part of regular annual compensation and will not be awarded on a recurring basis. Each of Benjamin and Alexander Tisch received 100,000 SARs at $100/share, 150,000 at $150/share, and 200,000 at $200/share, with grant date fair values of $4,093,500 each. Ms. Wang received 75,000, 112,500, and 150,000 SARs at the same respective exercise prices, with a grant date fair value of $3,070,125. The SARs have a 10-year term and become exercisable seven years after grant. The filing states that approximately 22% of the SARs become exercisable if the common stock reaches $100 per share during the exercise period, an additional approximately 33% at $150, and an additional approximately 45% at $200. Awards are forfeited on most terminations, with specified expiration periods applying upon death, disability, termination without cause, or termination for good reason. Settlement is in common stock unless the Corporation elects cash, and the awards are subject to clawback. Exhibit 10.01 is the form of SAR award notice.

Feb 18, 2025 8-K

Loews 8-K Report, Financial Results (Feb 10, 2025)

Loews Corporation reported net income of $187 million, or $0.86 per share, for the fourth quarter of 2024, compared to $446 million, or $1.99 per share, in the fourth quarter of 2023. Full-year 2024 net income was $1,414 million, or $6.41 per share, compared to $1,434 million, or $6.29 per share, in 2023. Both periods include a $265 million after-tax and noncontrolling interests pension settlement charge at CNA. Excluding that charge, the filing states 2024 net income grew 17% year-over-year to $1,679 million, or $7.61 per share. By segment, CNA's fourth-quarter net income attributable to Loews fell to $19 million from $336 million, or $284 million excluding the pension charge, reflecting higher catastrophe losses and investment losses. Boardwalk Pipelines' net income rose to $145 million from $92 million, including a $36 million deferred state tax benefit, with EBITDA up 12% to $290 million on higher re-contracting rates and growth projects. Loews Hotels' net income was $27 million versus $32 million, with adjusted EBITDA of $84 million versus $83 million, as depreciation and interest expense rose after the Arlington hotel opened. Capital allocation was a central theme. Loews repurchased 7.7 million shares for $611 million in 2024, including 4.2 million shares for $349 million in the fourth quarter, and an additional 1.9 million shares for $164 million so far in the first quarter of 2025. Book value per share excluding AOCI rose to $88.18 from $81.92. The parent company held $3.3 billion of cash and investments and $1.8 billion of debt at year-end. The filing also says new CEO Ben Tisch's remarks emphasize growing intrinsic value per share, with share repurchases as a key tool when the stock trades at a significant discount to intrinsic value.

Feb 10, 2025 8-K

Earnings & ResultsLeadership ChangesExhibits & Filings

Loews 8-K Report, Financial Results (Nov 4, 2024)

Loews Corporation (NYSE: L) reported net income attributable to Loews of $401 million, or $1.82 per share, for the third quarter of 2024, compared with $253 million, or $1.12 per share, in the third quarter of 2023. Excluding the prior year's $37 million charge for the termination of the defined benefit pension plan, net income grew 38% year-over-year, driven by CNA, Boardwalk and higher investment income at the parent company, partially offset by a decline at Loews Hotels. For the nine months ended September 30, 2024, net income was $1,227 million, or $5.54 per share, versus $988 million, or $4.31 per share, a year earlier. Book value per share excluding AOCI rose to $87.22 at September 30, 2024, from $81.92 at December 31, 2023, reflecting strong operating results and share repurchases. The parent company held $3.3 billion of cash and investments and $1.8 billion of debt at quarter-end. Loews repurchased 0.8 million shares for $64 million in the third quarter and an additional 1.2 million shares for $92 million in the fourth quarter to date. Management highlighted Boardwalk's growth from higher re-contracting rates and new projects, with EBITDA of $249 million in the quarter versus $202 million a year earlier. CNA's combined ratio rose to 97.2% from 94.3% on higher catastrophe losses, including Hurricane Helene, and CNA expects Hurricane Milton losses of $25 million to $55 million in the fourth quarter. The filing also notes that James Tisch will step down as President and CEO and become Chairman of the Board, with Jane Wang as CFO.

Nov 4, 2024 8-K/A

Other Events

Loews 8-K/A Report, Corporate Update (Oct 4, 2024)

Loews Corporation (L) disclosed in this Form 8-K, filed October 4, 2024, that a subsidiary of its subsidiary CNA Financial Corporation ("CNA"), acting as sponsor of the CNA Employee Retirement Plan Trust (the "Plan"), entered into a commitment agreement on October 3, 2024 with Metropolitan Life Insurance Company (the "Insurer"). Under the agreement, the Plan will purchase a nonparticipating single premium group annuity contract that transfers approximately $1,045 million of the Plan's defined benefit pension obligations to the Insurer. The purchase is anticipated to close on October 10, 2024, subject to customary closing conditions. The contract covers approximately 7,600 Plan participants and beneficiaries, representing about 60% of the Plan's obligations. The Insurer will be solely responsible for paying benefits due on and after January 1, 2025, and the transaction will not change the amount of benefits payable to these participants. The purchase will be funded directly from Plan assets, with no cash or asset contributions required from CNA. For investors, the key accounting impact is a one-time, non-cash pretax pension settlement charge of approximately $370 million ($265 million net of tax and noncontrolling interests), expected to be recognized in the fourth quarter of 2024. The charge is largely driven by accelerating actuarial pension losses from Accumulated other comprehensive income into Net income, which does not affect Shareholders' equity. The filing states the charge will not impact cash flow for the fourth quarter or full year 2024, and the final amount will depend on finalization of actuarial and other assumptions.

Oct 4, 2024 8-K

Other Events

Loews 8-K Report, Corporate Update (Sep 18, 2024)

Loews Corporation disclosed under Item 8.01 (Other Events) that a subsidiary of its subsidiary, CNA Financial Corporation ("CNA"), as sponsor of the CNA Employee Retirement Plan Trust (the "Plan"), is evaluating potential counterparties (each, an "Insurer") for the purchase of a group annuity contract. Under the potential contract, the Plan would transfer a portion of its defined benefit pension obligations to the Insurer. The contract is expected to cover approximately 6,000 to 8,000 Plan participants and beneficiaries and approximately $800 million to $1 billion of the Plan's obligations, representing approximately 50% to 60% of the Plan's total obligations. The filing states the transaction is anticipated to close in the fourth quarter of 2024, is subject to finalizing a commitment agreement with an Insurer and customary closing conditions, and that there can be no assurance it will occur on the terms described. The purchase would be funded directly from Plan assets, with no cash or asset contributions from CNA, and would result in no changes to the amount of benefits payable to Transferred Participants. The Insurer would be solely responsible for benefits due on and after January 1, 2025. Loews expects to recognize a one-time, non-cash pretax pension settlement charge of approximately $300 to $400 million ($215 to $290 million net of tax and noncontrolling interests) in the fourth quarter of 2024. The charge is largely driven by accelerated recognition of actuarial pension loss from Accumulated other comprehensive income into Net income, which would not affect Shareholders' equity. The filing states the charge would not affect cash flow for the third quarter, fourth quarter, or full year 2024.

Sep 18, 2024 8-K

Loews 8-K Report, Financial Results (Jul 29, 2024)

Loews Corporation reported net income of $369 million, or $1.67 per share, for the second quarter of 2024, compared to $360 million, or $1.58 per share, in the second quarter of 2023. Excluding the prior period's $36 million gain at Loews Hotels, net income increased 14% year-over-year, driven by CNA and Boardwalk. For the six months ended June 30, 2024, net income was $826 million, or $3.72 per share, versus $735 million, or $3.19 per share, a year earlier. Book value per share excluding AOCI rose to $85.42 as of June 30, 2024, from $81.92 at December 31, 2023. CNA Financial's net income attributable to Loews improved to $291 million from $255 million, supported by higher net investment income, partially offset by higher catastrophe losses. Boardwalk Pipelines' net income rose to $70 million from $57 million, and its EBITDA increased to $240 million from $213 million, reflecting re-contracting at higher rates and recently completed growth projects. Loews Hotels & Co's net income fell to $35 million from $74 million, reflecting the prior year's $36 million gain and lower Orlando results. The parent company had $3.1 billion of cash and investments and $1.8 billion of debt as of June 30, 2024. Loews also announced a leadership transition. James S. Tisch will retire as President and CEO effective December 31, 2024, and remain Chairman of the Board from January 1, 2025. Benjamin J. Tisch will become President and CEO effective January 1, 2025, with his compensation yet to be determined; Alexander H. Tisch and Benjamin J. Tisch will join the Board. Andrew H. Tisch and Jonathan M. Tisch will retire as directors and become directors emeritus. Separately, the company repurchased 2.4 million shares for $180 million in the second quarter and an additional 0.2 million shares for $14 million in the third quarter so far.

Jul 29, 2024 8-K

Loews 8-K Report, Shareholder Vote Results (May 14, 2024)

Loews Corporation held its 2024 Annual Meeting of Shareholders on May 14, 2024, and this Form 8-K reports the voting results on three proposals. Shareholders elected all eleven of the company's director nominees, including Ann E. Berman, Charles D. Davidson, Charles M. Diker, Paul J. Fribourg, Walter L. Harris, Jonathan C. Locker, Susan P. Peters, Andrew H. Tisch, James S. Tisch, Jonathan M. Tisch, and Anthony Welters. Shareholders also approved, on an advisory basis, the compensation of the named executive officers, with 192,614,921 votes for, 8,051,799 against, and 267,993 abstentions. In addition, shareholders ratified Deloitte & Touche LLP as the company's independent auditor for 2024, with 201,799,276 votes for, 6,702,563 against, and 233,066 abstentions. Among the director votes, Paul J. Fribourg received the fewest votes in favor (173,389,241) and the most votes against (27,320,254). Jonathan C. Locker received the most votes in favor (200,501,646) and the fewest against (279,890). Each director nominee received 7,800,192 broker non-votes. Item 9.01 refers to exhibits but does not list any in the filing.

May 14, 2024 8-K

Loews 8-K Report, Financial Results (May 6, 2024)

Loews Corporation reported net income of $457 million, or $2.05 per share, for the first quarter of 2024, compared with $375 million, or $1.61 per share, in the first quarter of 2023. The increase was driven by stronger results at CNA Financial and Boardwalk Pipelines, along with higher investment returns at the parent company. CNA contributed $310 million of net income attributable to Loews (up from $268 million), with core income of $355 million versus $325 million and a property and casualty combined ratio of 94.6% compared with 93.9%. Boardwalk's net income rose to $121 million from $86 million, and its EBITDA increased to $307 million from $256 million. Loews Hotels & Co's net income declined to $16 million from $24 million, with Adjusted EBITDA of $80 million versus $86 million. Book value per share was $72.87 at March 31, 2024, up from $70.69 at December 31, 2023, and book value per share excluding AOCI was $83.68, up from $81.92. The parent company held $3.2 billion of cash and investments and $1.8 billion of debt as of March 31, 2024. Since December 31, 2023, Loews repurchased 0.9 million shares for $67 million, and management said it slowed repurchases in the first quarter because the share price was at or near all-time highs. The earnings remarks also disclosed that Boardwalk's CEO Stan Horton will retire in June 2024 and be succeeded by Scott Hallam, and that the Loews Arlington Hotel opened in February 2024 with 888 rooms. The filing furnishes the press release and earnings remarks as Exhibits 99.1 and 99.2 and states that this information is not deemed filed under Section 18 of the Exchange Act.

May 6, 2024 8-K

Loews 8-K Report, Financial Results (Feb 5, 2024)

Loews Corporation reported net income of $446 million, or $1.99 per share, for the fourth quarter of 2023, a 26% increase over $355 million, or $1.49 per share, in the fourth quarter of 2022. For the full year, net income attributable to Loews was $1.434 billion, or $6.29 per share, compared with $822 million, or $3.38 per share, in 2022. The filing attributes the results to strong performance at CNA Financial, Boardwalk Pipelines and Loews Hotels & Co, partly offset by lower investment returns on equity securities at the parent company in the quarter. Book value per share was $70.69 at year-end 2023, and book value per share excluding AOCI rose 9% to $81.92. Capital allocation was a major theme. Loews repurchased 14.0 million common shares for $852 million in 2023, and CNA repurchased 4.5 million of its own shares for $178 million. The parent company held $2.6 billion of cash and investments and $1.8 billion of debt at December 31, 2023. Management also stated that it will continue to repurchase shares while they trade below its view of intrinsic value. The earnings remarks highlighted CNA's record core income of nearly $1.3 billion for 2023, Boardwalk's full-year EBITDA of $929 million including the Bayou Ethane acquisition for $355 million, and Loews Hotels' full-year Adjusted EBITDA of $328 million. CNA also announced a regular quarterly dividend increase to $0.44 and a special dividend of $2.00, which amounts to $606 million for Loews and is expected to be received in March.

Feb 5, 2024 8-K

Loews 8-K Report, Executive Changes (Jan 16, 2024)

Loews Corporation filed this Form 8-K dated January 15, 2024 (filed January 16, 2024) to report a board change. Joseph L. Bower informed the company that, effective as of the Corporation's 2024 Annual Meeting of Shareholders, he will retire from the Board of Directors. The Board thanked him for his distinguished service and valuable contributions. As a result of Mr. Bower's retirement, the size of the Board will be reduced from twelve to eleven directors. The filing reports no financial results, operating figures, or other financial metrics. For investors, the filing is limited to a governance update under Item 5.02(b). It discloses a planned board departure tied to the 2024 annual meeting and a reduction in board size, and it contains no information on financial performance, compensation arrangements, or new appointments.

Jan 16, 2024 8-K

Loews 8-K Report, Financial Results (Oct 30, 2023)

Loews Corporation reported third quarter 2023 net income attributable to Loews Corporation of $253 million, or $1.12 per share, compared with a net loss of $22 million, or $0.09 per share, in the third quarter of 2022. The quarter included a $37 million after-tax charge for the termination of a defined benefit pension plan. Prior-year results were adjusted for the long-duration contracts accounting standard (LDTI). For the nine months ended September 30, 2023, net income was $988 million, or $4.31 per share, versus $467 million, or $1.90 per share, a year earlier. CNA Financial drove the improvement, with its net income attributable to Loews rising to $235 million from a loss of $37 million. CNA's core income increased to $289 million from $43 million, and its Property and Casualty combined ratio improved to 94.3% from 95.8%. The annual long-term care reserve review produced a $6 million unfavorable impact, versus $131 million unfavorable a year earlier. Boardwalk Pipelines' net income rose to $49 million from $34 million, while Loews Hotels & Co's net income fell to $17 million from $25 million on lower occupancy, which was 80.1% versus 84.7%. Capital allocation remained focused on buybacks. Loews repurchased 1.9 million shares for $118 million in the quarter and an additional 1.0 million shares for $64 million after quarter-end. Book value per share excluding AOCI rose to $79.92 from $74.88 at December 31, 2022. The parent company held $2.3 billion of cash and investments and $1.8 billion of debt as of September 30, 2023. The filing also furnishes an earnings remarks document and a press release, both dated October 30, 2023.

Oct 30, 2023 8-K

Loews 8-K Report, Executive Changes (Sep 19, 2023)

Loews Corporation (NYSE: L) filed this Current Report on Form 8-K to disclose that on September 19, 2023, its Board of Directors increased the size of the Board from 11 to 12 directors and elected Jonathan Locker as a director. The Board also appointed Mr. Locker as a member of its Audit Committee. The filing is a routine governance disclosure under Item 5.02(d) and does not report financial results, transactions, or changes to executive compensation. According to the attached press release (Exhibit 99.1), Mr. Locker currently serves as President of Tiger Management, an investment firm founded by Julian H. Robertson, and previously served as a Partner at Tiger Global Management, an investment firm focused on public and private equity investments. Since 2014, he has run a personal family office with investments across public securities, private equity, real estate and venture capital. For investors, the key takeaway is the addition of an investment-focused director with a background in public and private equity to the Audit Committee. The release describes Loews as a diversified company with businesses in the insurance, energy, hospitality, and packaging industries.

Sep 19, 2023 8-K

Loews 8-K Report, Financial Results (Jul 31, 2023)

Loews Corporation reported second quarter 2023 net income attributable to Loews Corporation of $360 million, or $1.58 per share, compared with $167 million, or $0.68 per share, in the second quarter of 2022. The increase was driven by higher net income from its consolidated subsidiaries and higher net investment income at the parent company. CNA Financial Corporation's net income attributable to Loews rose to $255 million from $170 million, with core income of $308 million versus $230 million, and net written premiums increased 10% excluding currency fluctuations. Boardwalk Pipelines' net income increased to $57 million from $39 million, and Loews Hotels & Co's net income rose to $74 million from $44 million, though that period included a $36 million after-tax gain tied to an additional equity interest in Live! By Loews in Arlington, Texas. Book value per share was $64.59 as of June 30, 2023, up from $60.81 at December 31, 2022, and book value per share excluding AOCI was $78.56, up from $74.88. Loews repurchased 1.8 million shares for $107 million in the quarter and an additional 0.6 million shares for $37 million so far in the third quarter. As of June 30, 2023, the parent company held $2.5 billion of cash and investments and $1.8 billion of debt, after retiring $500 million of senior notes at maturity. The filing furnishes a press release (Exhibit 99.1) and earnings remarks (Exhibit 99.2) under Item 2.02, and these materials are not deemed filed for purposes of Section 18 of the Exchange Act. The earnings remarks also state that Loews Hotels' Adjusted EBITDA declined to $100 million from $115 million on higher operating expenses, and that construction of the Loews Arlington Hotel is on time and on budget for completion in the first quarter of 2024.

Jul 31, 2023 8-K

Loews 8-K Report, Shareholder Vote Results (May 10, 2023)

Loews Corporation filed this Current Report on Form 8-K to disclose the results of its 2023 Annual Meeting of Shareholders, held May 9, 2023. Shareholders elected all eleven director nominees, including Ann E. Berman, Joseph L. Bower, Charles D. Davidson, Charles M. Diker, Paul J. Fribourg, Walter L. Harris, Susan P. Peters, Andrew H. Tisch, James S. Tisch, Jonathan M. Tisch, and Anthony Welters. Each nominee received more votes for than against, though support varied: Paul J. Fribourg received 177,013,143 votes for and 32,655,945 against, and Joseph L. Bower received 191,632,844 for and 18,067,034 against. On executive compensation, shareholders approved the advisory Say on Pay proposal with 202,064,572 votes for and 7,570,416 against. In the advisory Say on Frequency vote, 206,236,546 votes favored an annual vote, 3,322,056 favored three years, and 27,249 favored two years. Following this result, the Board determined that Say on Pay votes will be held every year until the next Say on Frequency vote. Shareholders also ratified Deloitte & Touche LLP as independent auditor for 2023, with 211,281,578 votes for and 5,700,821 against. Shareholders approved an amendment to the Certificate of Incorporation updating the exculpation provision to reflect recent changes to Delaware law on officer exculpation. The amendment received 183,661,567 votes for and 25,928,553 against, with 332,640 abstentions and 7,306,679 broker non-votes. The filing's Item 9.01 refers to exhibits but does not describe any financial results.

May 10, 2023 8-K

Loews 8-K Report, Financial Results (May 1, 2023)

Loews Corporation reported first quarter 2023 net income attributable to Loews Corporation of $375 million, or $1.61 per share, compared with $322 million, or $1.29 per share, in the first quarter of 2022. The filing attributes the increase mainly to higher investment returns at the Parent Company and improved results at Loews Hotels & Co. CNA posted higher net investment income and a record quarterly underlying underwriting income, but its all-in property and casualty combined ratio rose to 93.9% from 91.9% due to higher catastrophe losses and unfavorable prior year loss reserve development. Boardwalk Pipelines' net income fell $5 million to $86 million. Capital allocation remained a focus. Loews repurchased 8.2 million shares for $486 million during the quarter, and book value per share rose to $63.41 at March 31, 2023, from $60.81 at December 31, 2022. Cash and investments totaled $3.1 billion at quarter end. Management stated it plans to repay a $500 million bond maturing in May 2023 rather than refinance it. The filing also reports that Loews adopted ASU 2018-12 (LDTI) effective January 1, 2023, applied retrospectively to January 1, 2021, which adjusted prior period results. Management also discussed commercial real estate exposure at CNA, litigation related to the 2018 Boardwalk Pipelines minority interest acquisition, and the Loews Arlington Hotel, projected to open in the first quarter of 2024 at a total cost of $545 million.

May 1, 2023 8-K

Loews 8-K Report, Financial Results (Feb 6, 2023)

Loews Corporation reported net income attributable to Loews of $364 million, or $1.53 per share, for the fourth quarter of 2022, compared to $343 million, or $1.36 per share, in the fourth quarter of 2021. For the full year 2022, net income attributable to Loews was $1.012 billion, or $4.16 per share, versus $1.578 billion, or $6.07 per share, in 2021. The 2021 figure included a $438 million after-tax gain from the sale of 47% of Altium Packaging and its deconsolidation. Book value per share fell to $61.86 from $71.84 at year-end 2021, driven by unrealized losses in CNA's fixed income portfolio, while book value per share excluding AOCI rose to $75.78 from $71.09. Loews had $3.2 billion in cash and investments at December 31, 2022. Subsidiary performance was mixed. CNA reported a full-year combined ratio of 93.2% versus 96.2% in 2021, with an underlying combined ratio of 91.2%, but its full-year net income attributable to Loews fell to $802 million from $1.077 billion because of weaker results in its LP and common stock portfolios. Boardwalk Pipelines full-year EBITDA rose to $892 million from $834 million, and Loews Hotels full-year Adjusted EBITDA rose to $345 million from $135 million. The company repurchased 12.7 million shares for $738 million in 2022 and, from January 1 through February 3, 2023, bought another 1.0 million shares for $58 million. CNA also raised its regular quarterly dividend to $0.42 per share and declared a special dividend of $1.20 per share, which Loews expects to receive as $395 million in March. The Delaware Supreme Court reversed the Chancery Court ruling that had awarded former Boardwalk minority unitholders damages of $690 million plus interest, just over $900 million in total. Three unresolved issues were remanded to the Chancery Court. Management also noted that beginning in Q1 2023, CNA's long-term care business will adopt the LDTI accounting standard, with restated results for 2021 and 2022.

Feb 6, 2023 8-K

Corporate ChangesExhibits & Filings

Loews 8-K Report, Executive Changes (Jan 13, 2023)

Loews Corporation filed this Form 8-K dated January 12, 2023 (signed January 13, 2023) to report a single board change under Item 5.02. Director Philip A. Laskawy informed the company that, effective as of the Corporation's 2023 Annual Meeting of Shareholders, he will retire from the Board of Directors. The Board thanked him for his distinguished service and valuable contributions. The filing contains no financial results, financial statements, guidance, or transaction disclosures. It does not state any operational, capital allocation, or governance changes beyond the planned departure of this director, and it does not name a successor or any replacement arrangement. For investors, the filing is a routine governance notice. Its significance is limited to a scheduled board transition that takes effect at the 2023 Annual Meeting of Shareholders.

Jan 13, 2023 8-K

Loews 8-K Report, Bylaw Amendment (Nov 8, 2022)

Loews Corporation (L) filed this Form 8-K on November 8, 2022 under Item 5.03 to report that its Board of Directors approved amendments to, and the amendment and restatement of, the Company's by-laws, effective as of that date. The updated by-laws, filed as Exhibit 3.02, reflect recent changes to the Delaware General Corporation Law and SEC rules. The revisions are largely procedural and governance-focused rather than financial, and the filing reports no financial results or transactions. The changes address notice of stockholder meetings and adjourned-meeting logistics, and remove a requirement that the stockholder list be available during a meeting. The most substantive change concerns director nominations and shareholder proposals. The company added provisions implementing SEC Rule 14a-19 on universal proxies: a stockholder soliciting proxies for a non-Company nominee must confirm it intends to solicit holders of at least 67% of the Company's voting power, and such nominations will be disregarded unless the stockholder complies with Rule 14a-19. An expired proviso was also removed. For investors, this filing signals routine governance housekeeping rather than a change to operations, capital structure, or financial condition. The new universal proxy requirements could make it more demanding for outside stockholders to run competing director nominees, which is relevant to shareholders interested in activism or board contests.

Nov 8, 2022 8-K

Leadership ChangesOther Events

Loews 8-K Report, Financial Results (Oct 31, 2022)

Loews Corporation reported net income of $130 million, or $0.54 per share, for the third quarter of 2022, compared to net income of $220 million, or $0.85 per share, in the third quarter of 2021. For the nine months ended September 30, 2022, net income was $648 million, or $2.64 per share, versus $1.2 billion, or $4.70 per share, in the same period of 2021. The nine-month 2021 figure included a $438 million after-tax gain from the sale of 47% of Altium Packaging and its deconsolidation on April 1, 2021; excluding that transaction, 2021 nine-month net income would have been $797 million. The third-quarter results reflected higher underwriting income and increased net investment income from fixed income securities at CNA Financial, along with improved results at Loews Hotels & Co. These were offset by losses from limited partnership and common stock investments and net investment losses from fixed income sales at CNA. CNA's core income fell to $213 million from $237 million, and Hurricane Ian contributed $87 million to catastrophe losses in the quarter. CNA's underlying combined ratio was 91.1%. Boardwalk Pipelines' third-quarter EBITDA rose to $192 million from $184 million, and Loews Hotels & Co's net income increased to $25 million from $13 million. Book value per share fell to $58.14 at September 30, 2022 from $71.84 at December 31, 2021, reflecting the impact of higher risk-free interest rates and wider credit spreads on CNA's fixed income portfolio. Book value per share excluding AOCI rose to $74.11 from $71.09. The company repurchased 4.1 million shares in the third quarter for $230 million and 10.5 million shares year-to-date for $614 million, and it repurchased an additional 0.7 million shares for $38 million from October 1 to October 28, 2022.

Oct 31, 2022 8-K

Loews 8-K Report, Executive Changes (Oct 31, 2022)

Loews Corporation reported two leadership changes at its subsidiary Loews Hotels Holding Corporation, effective January 1, 2023. On October 26, 2022, Jonathan M. Tisch informed the Corporation that he will resign as Chief Executive Officer of Loews Hotels while remaining Chairman of its Board and becoming Executive Chairman of Loews Hotels. He will also continue as a member of the Corporation's Office of the President and Co-Chairman of the Board. On the same date, the Board of Directors of Loews Hotels elected Alexander Tisch as President and Chief Executive Officer of Loews Hotels, effective January 1, 2023. Alexander Tisch will also continue to serve as a Vice President of the Corporation. The filing is a leadership transition notice and does not report financial results, financial figures, or compensation terms.

Oct 31, 2022 8-K

Shareholder MattersCorporate ChangesExhibits & Filings

Loews 8-K Report, Financial Results (Aug 1, 2022)

Loews Corporation reported net income attributable to Loews of $180 million, or $0.73 per share, for the second quarter of 2022, compared with $754 million, or $2.86 per share, in the second quarter of 2021. For the six months ended June 30, 2022, net income was $518 million, or $2.09 per share, versus $1.0 billion, or $3.82 per share, a year earlier. The prior-year quarter included a gain of $438 million after tax from the sale of 47% of Altium Packaging and its deconsolidation on April 1, 2021. Excluding that transaction, second-quarter 2021 net income would have been $316 million. The decline was driven mainly by lower net investment income from limited partnership and common stock investments and net investment losses in the 2022 quarter, versus net investment gains a year earlier. Partial offsets came from higher property & casualty underwriting income and higher fixed income net investment income at CNA Financial, and significantly improved results at Loews Hotels & Co. CNA's underlying combined ratio was 90.8%, described by management as its best ever. Book value per share fell to $62.90 at June 30, 2022 from $71.84 at December 31, 2021, reflecting higher risk-free rates and wider credit spreads on CNA's fixed income portfolio; excluding AOCI, book value per share rose to $73.26 from $71.09. Loews repurchased 4.2 million shares for $254 million in the second quarter and 6.3 million shares for $384 million in the first half. From July 1 to July 29, 2022, it repurchased an additional 1.3 million shares for $75 million. At June 30, 2022, 242.2 million common shares were outstanding.

Aug 1, 2022 8-K

Loews 8-K Report, Bylaw Amendment (May 11, 2022)

Loews Corporation held its 2022 Annual Meeting of Shareholders on May 10, 2022, where shareholders elected all twelve of the Company's director nominees, approved on an advisory basis the compensation of the named executive officers (Say on Pay), and ratified the appointment of Deloitte & Touche LLP as the independent auditor for 2022. Votes for the Say on Pay proposal were 216,873,027, against were 8,945,288, and abstentions were 184,841, with 7,705,772 broker non-votes. Auditor ratification received 227,517,936 votes for, 5,995,493 against, and 195,499 abstentions. On May 10, 2022, the Board of Directors approved technical amendments to, and the amendment and restatement of, the Company's by-laws, a copy of which is attached as Exhibit 3.02. The changes streamline provisions relating to the Chairman of the Board and the Chairman of the Executive Committee. The Chairman of the Board provision was moved from Article 5 (Officers) to Article 3 (Directors) as new Section 3.3, with duties limited to presiding over Board meetings and other duties assigned by the Board. The Chairman of the Executive Committee section was deleted, and Section 5.1 was amended to note that additional officers may include members of the Office of the President. The filing is primarily procedural. It reports governance outcomes from the annual meeting and a restatement of the by-laws, with no financial results disclosed in the filing text.

May 11, 2022 8-K

Loews 8-K Report, Financial Results (May 2, 2022)

Loews Corporation reported net income attributable to Loews Corporation of $338 million, or $1.36 per share, for the first quarter of 2022, compared with $261 million, or $0.97 per share, in the first quarter of 2021. Management attributed the increase to strong operating results from CNA Financial, Boardwalk Pipelines, and Loews Hotels & Co. CNA benefited from higher property & casualty non-catastrophe underwriting results and lower catastrophe losses, partly offset by lower net investment income and net investment losses. Boardwalk's earnings rose on higher revenues from growth projects placed into service, and Loews Hotels improved significantly as travel recovered from the COVID-19 pandemic. Book value per share fell to $67.27 as of March 31, 2022 from $71.84 at December 31, 2021, reflecting lower net unrealized investment gains due to rising interest rates. Book value per share excluding accumulated other comprehensive income rose to $72.34 from $71.09. Total revenues were $3.40 billion for the quarter, versus $3.62 billion a year earlier, and income before income tax was $462 million, versus $407 million. During the first quarter, Loews repurchased 2.15 million shares for $129 million, and from April 1 to April 29, 2022 it repurchased an additional 0.3 million shares for $19 million. At March 31, 2022, 246.4 million shares were outstanding. The results were furnished under Item 2.02 in Exhibit 99.1, a press release announcing first-quarter 2022 results.

May 2, 2022 8-K/A

Loews 8-K/A Report, Executive Changes (Feb 10, 2022)

Loews Corporation's Form 8-K/A amends its earlier Current Report dated October 28, 2021, which had reported the appointment of Jane Wang as Senior Vice President and Chief Financial Officer, effective May 10, 2022. This amendment supplies the compensatory arrangements for Ms. Wang in connection with that appointment. Under the arrangements, Ms. Wang will receive an annual base salary of $600,000, effective June 1, 2022. Her 2022 target cash incentive compensation award is $1,400,000, and her 2022 target performance-based restricted stude unit (PRSU) award is 8,223 PRSUs, with a grant date fair value of $500,000. Both incentive awards were made under the Registrant's 2016 Incentive Compensation Plan, and their terms are substantially the same as those granted to the Registrant's other executive officers. For investors, the filing is a limited disclosure focused on executive pay for the incoming CFO. It confirms the compensation structure, with the majority of targeted long-term value delivered through the PRSU award and a sizable cash incentive target, and it establishes that the awards follow the company's standard framework for executive officers.

Feb 10, 2022 8-K

Loews 8-K Report, Financial Results (Feb 7, 2022)

Loews Corporation reported net income of $343 million, or $1.37 per share, for the fourth quarter of 2021, compared to net income of $397 million, or $1.45 per share, for the fourth quarter of 2020. For the full year 2021, net income was $1.58 billion, or $6.07 per share, compared to a net loss of $931 million, or $3.32 per share, in 2020. Excluding the 2021 investment gain on Altium Packaging and the 2020 investment loss and operating loss related to Diamond Offshore, full-year net income was $1.1 billion in 2021 and $502 million in 2020. Management attributed the strong year to CNA, which reached a record full-year core income of $1.1 billion, along with contributions from Boardwalk Pipelines and a rebound at Loews Hotels. Fourth-quarter net income declined year over year. CNA had lower net investment gains, lower Life & Group results driven by unfavorable morbidity, and higher net catastrophe losses, partly offset by higher Property & Casualty non-catastrophe underwriting results. Boardwalk's quarterly earnings fell due to the absence of $34 million of 2020 bankruptcy settlement proceeds, while Loews Hotels improved significantly as leisure travel rebounded. Book value per share was $71.84 at December 31, 2021, up from $66.34 a year earlier, and book value per share excluding AOCI rose to $71.09 from $64.18. During 2021, Loews repurchased 21.1 million shares for $1.13 billion, and it repurchased an additional 0.2 million shares for $14 million from January 1 to February 4, 2022. The company had 248.4 million common shares outstanding at December 31, 2021. This information is furnished under Item 2.02 and is not deemed filed for purposes of Section 18 of the Exchange Act.

Feb 7, 2022 8-K

Loews 8-K Report, Executive Changes (Nov 1, 2021)

Loews Corporation (NYSE: L) disclosed in an 8-K filed November 1, 2021 that Chief Financial Officer David B. Edelson will resign as CFO on May 10, 2022 and as Senior Vice President on June 30, 2022. Edelson informed the company of his decision on October 28, 2021, joined Loews as a Senior Vice President in 2005, and was elected CFO in 2014. He will remain a senior advisor after June 30, 2022 to ensure a smooth transition. The Board of Directors elected Jane Wang, a Vice President at Loews since 2014 who joined the corporate development department in 2006, as Senior Vice President and Chief Financial Officer, effective May 10, 2022. Wang is 40 years old. Per the accompanying news release, she currently focuses on strategic planning and corporate development, manages Loews's capital markets activities, leads the Enterprise Risk Management effort, and interfaces with credit rating agencies. She also serves on the board of CNA Financial, a publicly traded Loews subsidiary, and on the boards of Boardwalk Pipelines and Altium Packaging. Before Loews, she worked at Morgan Stanley in investment banking. The filing is a leadership transition announcement with no financial results. James Tisch, President and Chief Executive Officer, praised Edelson's stewardship and the transformational change at Loews during his tenure. The transition is scheduled to take effect in May 2022, giving the company an extended handover period.

Nov 1, 2021 8-K

Loews 8-K Report, Financial Results (Nov 1, 2021)

Loews Corporation reported net income of $220 million, or $0.85 per share, for the third quarter of 2021, compared to net income of $139 million, or $0.50 per share, for the third quarter of 2020. For the nine months ended September 30, 2021, net income was $1.24 billion, or $4.70 per share, compared to a net loss of $1.33 billion, or $4.70 per share, for the nine months ended September 30, 2020. The company attributed the year-over-year improvement to CNA Financial, Boardwalk Pipelines and Loews Hotels & Co, each of which contributed meaningfully to third-quarter net income. CNA's results rose mainly on higher Property & Casualty non-catastrophe underwriting results and improved Life & Group results, which benefited from the absence of the active life premium deficiency charge recorded in the third quarter of 2020. These gains were partially offset by higher net catastrophe losses of $178 million, including $114 million for Hurricane Ida, and lower investment gains. Loews Hotels posted significantly improved results as the rebound in leisure travel continued, though occupancy at many hotels has not reached pre-pandemic levels. Boardwalk Pipelines' earnings increased on revenues from recently placed growth projects and higher system utilization. Book value per share was $70.21 at September 30, 2021, compared to $66.34 at December 31, 2020, and book value per share excluding AOCI was $69.46, up from $64.18. Loews repurchased 15.7 million shares for $826 million in the first nine months of 2021 and had 253.8 million shares outstanding at September 30, 2021. The filing furnishes the results press release as Exhibit 99.1 under Item 2.02, so the information is not deemed filed for purposes of Section 18 of the Exchange Act.

Nov 1, 2021 8-K

Loews 8-K Report, Executive Changes (Oct 21, 2021)

Loews Corporation (L) filed an 8-K under Item 5.02 reporting that Andrew H. Tisch informed the Corporation on October 15, 2021 that he will retire from his executive duties and the Office of the President effective December 31, 2021. Mr. Tisch will continue to serve on the Board of Directors as Co-Chairman of the Board and Chairman of the Executive Committee. In connection with his retirement, the Compensation Committee waived the requirement that Mr. Tisch provide six months' prior written notice in order to receive accelerated vesting of his performance-based restricted stock units (PRSUs) issued under the 2016 Incentive Compensation Plan. Upon retirement on December 31, 2021, an aggregate of 26,361 PRSUs issued in 2019 and 2020, for which the performance goals for the 2019 and 2020 performance periods have been achieved, will fully vest. In addition, 19,184 PRSUs issued in 2021 will be eligible for vesting in February 2022, to the extent the Corporation achieves the associated performance goal for the 2021 performance period. For investors, the filing is primarily a leadership transition disclosure: an executive officer in the Office of the President steps down while remaining on the Board in a Co-Chairman role, and the compensation treatment for his outstanding equity awards is specified.

Oct 21, 2021 8-K

Loews 8-K Report, Financial Results (Aug 2, 2021)

Loews Corporation reported net income attributable to Loews of $754 million, or $2.86 per share, for the second quarter of 2021, compared with a net loss of $835 million, or $2.96 per share, in the second quarter of 2020. For the six months ended June 30, 2021, net income was $1.0 billion, or $3.82 per share, versus a net loss of $1.5 billion, or $5.16 per share, a year earlier. The results include a $438 million after-tax gain from the sale of 47% of Altium Packaging and its deconsolidation on April 1, 2021. Excluding the significant transactions, second-quarter net income was $316 million compared with $122 million in the prior-year quarter. The filing attributes the year-over-year improvement mainly to CNA Financial, which reported lower net catastrophe losses, higher net investment income, and better property and casualty underwriting results before catastrophe losses and prior year development. Boardwalk Pipelines benefited from revenue on recently completed growth projects, and Loews Hotels & Co improved as its hotels reopened, although its second-quarter results were still a net loss and occupancy at most properties had not returned to pre-pandemic levels. Total revenues for the quarter were $4,003 million compared with $2,310 million in the second quarter of 2020. Book value per share rose to $69.59 at June 30, 2021 from $66.34 at December 31, 2020, and book value per share excluding accumulated other comprehensive income increased to $68.33 from $64.18. The company repurchased 3.9 million shares in the second quarter at an aggregate cost of $219 million and 9.5 million shares for the six months at a cost of $493 million. It repurchased an additional 2.6 million shares for $140 million from July 1 through July 30, 2021, and had 259.9 million shares outstanding at June 30, 2021.

Aug 2, 2021 8-K

Loews 8-K Report, Shareholder Vote Results (May 12, 2021)

Loews Corporation held its 2021 Annual Meeting of Shareholders on May 11, 2021, and this Form 8-K reports the voting results. Shareholders elected all of the company's director nominees, approved on an advisory basis the compensation of the named executive officers (Say on Pay), and ratified Deloitte & Touche LLP as independent auditor for 2021. The Say on Pay proposal received 225,036,783 votes for and 19,311,390 against, with 312,284 abstentions and 8,382,438 broker non-votes. The Auditor Ratification passed with 247,621,463 votes for, 5,248,538 against, and 172,894 abstentions. Director Walter L. Harris received the most votes against (43,285,015), while Ann E. Berman received the most votes for (240,626,137) among the nominees' tallies listed in the filing, though all nominees were elected. Shareholders did not approve the shareholder proposal requesting certain disclosures regarding the company's political contributions, which received 76,437,893 votes for and 167,555,674 against, with 666,890 abstentions and 8,382,438 broker non-votes. The filing's only exhibit is the cover page Interactive Data File, embedded in the Inline XBRL document.

May 12, 2021 8-K

Other EventsExhibits & Filings

Loews 8-K Report, Financial Results (May 3, 2021)

Loews Corporation reported net income attributable to Loews of $261 million, or $0.97 per share, for the first quarter of 2021, compared with a net loss of $632 million, or $2.20 per share, in the first quarter of 2020. The improvement was driven mainly by CNA Financial, which benefited from higher net investment income and investment gains and solid underlying property and casualty underwriting results, and by Boardwalk Pipelines, which benefited from growth projects and colder winter weather. Loews Hotels & Co posted a net loss due to continued pandemic-related travel weakness, and the prior-year quarter included a $774 million impairment charge at Diamond Offshore, which is no longer a subsidiary. Book value per share was $65.47 at March 31, 2021, down from $66.34 at December 31, 2020, reflecting lower unrealized gains as interest rates rose. Book value per share excluding AOCI increased to $65.35 from $64.18. Loews repurchased 5.6 million shares for $274 million in the first quarter and an additional 0.6 million shares for $32 million from April 1 through April 30, 2021. Loews sold 47% of its interest in Altium Packaging on April 1, 2021 for approximately $420 million in cash and will deconsolidate Altium. The company expects to recognize a pretax gain of approximately $560 million in the second quarter of 2021. The first quarter also included a $35 million deferred tax liability tied to the Altium transaction.

May 3, 2021 8-K

Loews 8-K Report, Corporate Update (Mar 12, 2021)

Loews Corporation (NYSE: L) announced on March 12, 2021 that it has entered into a definitive agreement to sell a 47% stake in its Altium Packaging subsidiary to GIC, Singapore's sovereign wealth fund. The transaction implies an enterprise value of $2 billion for Altium Packaging and is expected to close within the next 30 days, subject to customary closing conditions. Under the agreement, Loews expects to receive approximately $410 million in cash, subject to post-closing adjustments, and to record an approximate pretax gain of $490 million. The filing furnishes the related press release as Exhibit 99.1. For investors, the key takeaways are a near-term cash inflow of roughly $410 million, a pretax gain of about $490 million, and a partial monetization of the packaging business while Loews retains a majority interest and continues to pursue acquisitions with Altium's management and its new partner.

Mar 12, 2021 8-K

Loews 8-K Report, Financial Results (Feb 8, 2021)

Loews Corporation reported net income of $397 million, or $1.45 per share, for the quarter ended December 31, 2020, compared with net income of $217 million, or $0.73 per share, in the fourth quarter of 2019. For the full year 2020, Loews reported a net loss of $931 million, or $3.32 per share, compared with net income of $932 million, or $3.07 per share, in 2019. The full-year loss was driven largely by a $1.2 billion investment loss ($957 million after tax) from the write-down of its interest in Diamond Offshore following its April 26, 2020 Chapter 11 filing and deconsolidation, along with Diamond Offshore rig impairment charges, operating losses at Loews Hotels, lower net investment income, and higher catastrophe losses at CNA. Fourth-quarter results were supported by CNA, which benefited from improved property and casualty underwriting income, higher premiums, and net investment gains, and by Boardwalk Pipelines, which received $26 million after tax in settlement proceeds tied to a customer bankruptcy. Loews Hotels posted a net loss due to the continuing COVID-19 impact on occupancy and revenue. Book value per share rose to $66.34 at December 31, 2020 from $65.71 a year earlier, while book value per share excluding AOCI fell to $64.18 from $65.94. Loews repurchased 22.0 million shares for $917 million during 2020, and an additional 2.2 million shares for $100 million from January 1 through February 5, 2021. At December 31, 2020, 269.2 million shares were outstanding. The filing furnishes a press release providing these fourth-quarter and full-year 2020 results.

Feb 8, 2021 8-K