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Item 8. Financial Statements and Supplementary Data

2026-02-10 compared with 2025-02-11 · 242 added, 271 removed, 2129 unchanged (19% of the section changed)

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Management’s Report on Internal Control Over Financial Reporting

Report s of Independent Registered Public Accounting Firm (PCAOB ID No.

Reports of Independent Registered Public Accounting Firm (PCAOB ID No.

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Comprehensive Income

Consolidated Statements of Equity

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Summary of Significant Accounting Policies

Acquisitions, Divestitures, and Deconsolidations

Property, Plant and Equipment

Goodwill and Other Intangible Assets

Claim and Claim Adjustment Expense Reserves

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Commitments and Contingencies

Subsequent Event

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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Estimating P&C claim and claim adjustment expense reserves is subject to a high degree of variability as it involves complex estimates that are generally derived using a variety of actuarial estimation techniques and numerous assumptions and expectations about future events, many of which are highly uncertain.

Modest changes in judgments and assumptions can materially impact the valuation of these liabilities, particularly for claims with longer-tailed exposures such as workers’ compensation, general liability and professional liability claims and certain shorter-tailed exposures, such as surety.

Given the significant judgments made by management in estimating P&C claim and claim adjustment expense reserves, auditing P&C claim and claim adjustment expense reserves required a high degree of auditor judgment and an increased extent of effort, including the involvement of our actuarial specialists.

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Critical Audit Matter Description

The estimation of long term care future policy benefit reserves (“LTC future policy benefit reserves”) requires significant judgment in the selection of key assumptions, including morbidity and persistency.

The estimation of long-term care future policy benefit reserves (“LTC future policy benefit reserves”) requires significant judgment in the selection of key assumptions, including the morbidity, specifically incidence, assumption.

Estimating future experience for long term care policies is subject to significant estimation risk as the required projection period spans several decades.

Morbidity and persistency experience can be volatile and modest changes in each of these assumptions can materially impact the valuation of these liabilities.

Morbidity and persistency experience can be volatile and modest changes in this assumption can materially impact the valuation of these liabilities.

Given the significant judgments made by management in estimating LTC future policy benefit reserves, auditing LTC future policy benefit reserves required a high degree of auditor judgment and an increased extent of effort, including the involvement of our actuarial specialists.

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• We tested the effectiveness of controls related to the determination of LTC future policy benefit reserves, including those controls related to the estimation of and management’s review of LTC future policy benefit reserves and determination of key assumptions.

• We tested the underlying data, including demographic and historical claims data, that served as the basis for the actuarial analyses, to test that the inputs to the actuarial estimates were accurate and complete.

• We tested the underlying data that served as the basis for the actuarial analyses, to test that the inputs to the actuarial estimates were accurate and complete.

• With the assistance of our actuarial specialists:

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◦ For a sample of policies, we evaluated management’s estimate of future cash flows.

This included confirming that assumptions were applied as intended.

This included evaluating that assumptions were applied as intended.

/s/ DELOITTE & TOUCHE LLP

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Loews Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Year Ended December 31

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Impact of changes in discount rates used to measure long-duration contract liabilities ( 161 ) 712 ( 318 )

Unrealized gains (losses) on cash flow hedges ( 5 ) 20

Unrealized losses on cash flow hedges ( 7 ) ( 5 )

Pension and postretirement benefits 14 340 104

Foreign currency translation 144 ( 102 ) 60

Other comprehensive income (loss) 687 961 ( 2,219 )

Comprehensive income (loss) 2,181 2,506 ( 1,328 )

Other comprehensive income 875 687 961

Comprehensive income 2,647 2,181 2,506

Amounts attributable to noncontrolling interests ( 179 ) ( 137 ) ( 188 )

Total comprehensive income (loss) attributable to Loews Corporation $ 2,044 $ 2,318 $ ( 1,178 )

Total comprehensive income attributable to Loews Corporation $ 2,468 $ 2,044 $ 2,318

See Notes to Consolidated Financial Statements.

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(In millions)

Balance, January 1, 2022, as reported

$ 19,175 $ 2 $ 2,885 $ 14,776 $ 186 $ ( 3 ) $ 1,329

Cumulative effect adjustments from changes in

accounting standards (Note 1) ( 1,704 ) ( 22 ) ( 1,506 ) ( 176 )

Balance, January 1, 2022, as adjusted

Balance, January 1, 2023

$ 15,201 $ 2 $ 2,748 $ 14,931 $ ( 3,320 ) $ ( 12 ) $ 852

Net income 1,545 1,434 111

Other comprehensive loss ( 2,219 ) ( 2,000 ) ( 219 )

Other comprehensive income 961 884 77

Dividends paid ($ 0.25 per share)

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Loews Corporation Shareholders

Total Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Common Stock Held in Treasury Noncontrolling Interests

Total Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Common Stock

Held in Treasury Noncontrolling Interests

(In millions)

Balance, December 31, 2023

Balance, December 31, 2024, as reported

$ 17,937 $ 2 $ 2,490 $ 16,459 $ ( 1,867 ) $ ( 18 ) $ 871

Cumulative effect adjustments from changes in

accounting standards (Note 1) 5 5

Balance, January 1, 2025, as adjusted

17,942 2 2,490 16,464 ( 1,867 ) ( 18 ) 871

Net income 1,772 1,667 105

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Acquisitions ( 401 )

Dispositions 23 16

Change in short-term investments ( 920 ) ( 30 ) ( 80 )

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The Consolidated Financial Statements include all subsidiaries and intercompany accounts and transactions have been eliminated.

Investments – Fixed maturity securities are classified as either available-for-sale or trading, and as such, they are carried at fair value.

Investments – Fixed maturity securities are classified as either available-for-sale or trading, and in both cases, they are carried at fair value.

Short-term investments are carried at fair value.

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Carrying value of investments in limited partnerships is the owner’s share of the net asset value of each partnership, as determined by the general partner.

Certain partnerships for which results are not available on a timely basis are reported on a lag, primarily three months or less.

The majority of the Company’s limited partnerships are reported on a lag, primarily three months or less, as results are not available on a timely basis.

These investments are accounted for under the equity method and changes in net asset values are recorded within Net investment income on the Consolidated Statements of Operations.

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Equity method investments – Loews Hotels & Co has interests in operating joint ventures related to hotel properties over which it exercises significant influence but does not have control over them.

Loews Hotels & Co uses the equity method of accounting for these investments.

Loews Hotels & Co uses the equity method of accounting for these investments, when applicable.

The Company also has interests in Altium Packaging LLC (“Altium Packaging”), which is engaged in the manufacture of rigid packaging solutions.

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Adjustments to deferred costs, if necessary, are recorded in the current period results of operations.

Boardwalk Pipelines primarily earns revenues by providing transportation and storage services for natural gas and natural gas liquids, olefins and other hydrocarbons (referred to together as “NGLs”) on a firm and interruptible basis and providing ethane supply and transportation services for industrial customers in Louisiana and Texas.

Boardwalk Pipelines also provides interruptible natural gas parking and lending services.

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Structured settlements are agreements to provide fixed periodic payments to claimants.

CNA’s obligations for structured settlements not funded by annuities are included in claim and claim adjustment expense reserves and are discounted at a weighted average

interest rate of 6.6 % and 6.4 % as of December 31, 2024 and 2023.

CNA’s obligations for structured settlements not funded by annuities are included in claim and claim adjustment expense reserves and are discounted at a weighted average interest

rate of 6.5 % and 6.6 % as of December 31, 2025 and 2024.

This interest rate is based on the expected yield of the assets that support the reserves and reinvestment assumptions.

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As a result of the modified retrospective adoption of ASU 2018-12, CNA’s NPR calculation incorporates the original locked in discount rate and the reserve balance as of the transition date of January 1, 2021.

The key cash flow assumptions used to estimate the LFPB are morbidity, persistency, anticipated future premium rate increases and expenses.

The key cash flow assumptions used to estimate the LFPB are morbidity, persistency, premium rate actions and expenses.

Morbidity is the frequency and severity of injury, illness, sickness and diseases contracted.

Persistency is the percentage of policies remaining in force and can be affected by policy lapses, benefit reductions and death.

Future premium rate increases are generally subject to regulatory approval, and therefore the exact timing and size of the approved rate increases are unknown.

Premium rate actions are generally subject to regulatory approval, and therefore the exact timing and size of the approved rate increases are unknown.

Expense assumptions relate to claim adjudication.

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A quarterly assessment is also made as to whether evidence suggests that cash flow assumptions should be updated.

Annually, in the third quarter, actuarial analysis is performed on policyholder morbidity, persistency, premium rate increase and expense experience.

Annually, in the third quarter, actuarial analysis is performed on policyholder morbidity, persistency, premium rate actions and expense experience.

This analysis, combined with judgment, informs the setting of updated cash flow assumptions used to estimate the LFPB.

Actuarial analysis includes predictive modeling, actual to expected experience comparisons and trend analysis.

Applicable industry research is also considered.

Applicable industry research and current macroeconomic conditions are also considered.

The effect of changes in cash flow assumptions and actual variances from expected experience are recorded in the results of operations within Insurance claims and policyholders’ benefits.

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Deferred acquisition costs – Deferrable acquisition costs include commissions, premium taxes and certain underwriting and policy issuance costs which are incremental direct costs of successful contract acquisitions.

costs related to property and casualty business are deferred and amortized ratably over the period the related premiums are earned.

Acquisition costs related to

property and casualty business are deferred and amortized ratably over the period the related premiums are earned.

Deferred acquisition costs are presented net of ceding commissions and other ceded acquisition costs.

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Subsequent reversal of a goodwill impairment charge is not permitted.

Other intangible assets are reported within Other assets.

Finite-lived intangible assets are amortized over their estimated useful lives.

Indefinite-lived other intangible assets are tested for impairment annually or when certain triggering events require such tests.

See Note 7 for additional information on goodwill and other intangible assets.

Property, plant and equipment – Property, plant and equipment is carried at cost less accumulated depreciation and amortization.

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The tax benefit of a qualifying position is the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information.

The Company recognizes penalties and accrued interest related to unrecognized tax benefits and tax refund claims in Income tax expense on the Consolidated Statements of Operations.

See Note 10 for additional information on the provision for income taxes.

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Diluted net income per share reflects the potential dilution that could occur if securities or other contracts to issue Loews Corporation common stock were exercised or converted into common stock.

For the years ended December 31, 2024, 2023 and 2022, approximately 0.3 million, 0.3 million and 0.4 million potential shares attributable to issuances and exercises under the Loews Corporation 2016 Incentive Compensation Plan and the prior plan were included in the calculation of diluted net income per share, and there were no shares attributable to employee stock-based compensation awards excluded from the calculation of diluted net income per share because the effect would have been antidilutive.

For the years ended December 31, 2025, 2024 and 2023, approximately 0.1 million, 0.3 million and 0.3 million potential shares attributable to issuances and exercises under incentive compensation plans were included in the calculation of diluted net income per share.

For the year ended December 31, 2025 there were 1.2 million shares and for the years ended December 31, 2024 and 2023, there were no shares attributable to employee stock-based compensation awards excluded from the calculation of diluted net income per share because the effect would have been antidilutive.

Foreign currency – Foreign currency translation gains and losses are reflected in Shareholders’ equity as a component of AOCI.

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There were foreign currency transaction gains (losses) of $ 10 million, $( 7 ) million and $ 8 million for the years ended December 31, 2025, 2024 and 2023 included in the Consolidated Statements of Operations.

Regulatory accounting – The majority of Boardwalk Pipelines’ revenues are earned from operating subsidiaries that are regulated by FERC.

Regulatory accounting – The majority of Boardwalk Pipelines’ revenues are earned from operating subsidiaries that are regulated by the FERC.

Texas Gas Transmission, LLC (“Texas Gas”), a wholly owned subsidiary of Boardwalk Pipelines, applies regulatory accounting to certain assets for GAAP purposes, which records certain assets and liabilities consistent with the economic effect of the manner in which independent third party regulators establish rates.

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Supplementary cash flow information – Cash payments made for interest on long-term debt, net of capitalized interest, amounted to $ 421 million, $ 422 million and $ 385 million for the years ended December 31, 2025, 2024 and 2023.

Cash payments for federal, foreign, state and local income taxes amounted to $ 403 million, $ 304 million and $ 376 million for the years ended December 31, 2024, 2023 and 2022.

Investing activities include $ 37 million of previously accrued capital expenditures for the year ended December 31, 2024 and exclude $ 9 million and $ 33 million of accrued capital expenditures for the years ended December 31, 2023 and 2022.

Accounting changes – In November of 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.” The updated accounting guidance requires enhanced reportable segment disclosures, primarily related to significant segment expenses which are regularly provided to the chief operating decision maker (“CODM”).

The guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

The guidance has been adopted retrospectively, with comparative period segment disclosures adjusted to reflect the change in accounting guidance.

See Note 20 for additional information.

In August of 2018, the FASB issued ASU 2018-12, “Financial Services – Insurance (Topic 944):

Targeted Improvements to the Accounting for Long-Duration Contracts” (“ASU 2018-12”).

The updated accounting guidance requires changes to the measurement and disclosure of long-duration contracts.

Entities are required to review, and update if there is a change, cash flow assumptions (including morbidity and persistency) used to measure the liability for future policyholder benefits (“LFPB”) at least annually.

The LFPB must also be updated for actual experience at least annually.

The discount rate assumption used to measure the LFPB must be updated quarterly using an upper-medium grade (low credit risk) fixed-income instrument yield, commonly interpreted as a single-A rate.

The guidance was adopted effective January 1, 2023, using the modified retrospective method applied as of the transition date of January 1, 2021.

CNA’s run-off long-term care business is in scope of the guidance.

Prior periods presented in the financial statements have been adjusted to reflect application of the guidance.

While the requirements of the guidance represent a material change from legacy accounting, it does not impact capital and surplus under statutory accounting practices, cash flows or the underlying economics of the business.

Recently issued ASUs - In December of 2023, the FASB issued ASU 2023-08, “Intangibles-Goodwill and Other- Crypto Assets (Subtopic 350-60):

Investing activities exclude $ 25 million and $ 9 million of accrued capital expenditures for the years ended December 31, 2025 and 2023 and include $ 37 million of previously accrued capital expenditures for the year ended December 31, 2024.

Cash payments for federal, state and local, and foreign income taxes are as follows:

Year Ended December 31

2025 2024 2023

(In millions)

$ 298 $ 287 $ 263

State and local

$ 381 $ 403 $ 304

Accounting changes – In December of 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-08, “Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets.” The updated accounting guidance requires that an entity measure crypto assets at fair value in the statement of financial position each reporting period and recognize changes from remeasurement in net income.

The guidance is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years.

The update requires a cumulative-effect adjustment to the opening balance at the date of adoption.

At adoption on January 1, 2025, the Company estimates an increase to Retained earnings of $ 5 million.

The guidance was effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years.

The update required a cumulative-effect adjustment to the opening balance at the date of adoption.

The Company adopted the guidance on January 1, 2025 and recorded an increase to Retained earnings of $ 5 million .

In December of 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.” The updated accounting guidance requires expanded income tax disclosures, including the disaggregation of existing disclosures related to the effective tax rate reconciliation and income taxes paid.

Improvements to Income Tax Disclosures.” The updated accounting guidance requires expanded income tax disclosures, including disaggregation of the effective tax rate reconciliation and income tax es paid.

The guidance is effective for fiscal years beginning after December 15, 2024.

Prospective application is required, with retrospective application permitted.

The Company is currently evaluating the effect the updated guidance will have on its financial statement disclosures.

In November of 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

The guidance was adopted retrospectively, with comparative period income tax disclosures adjusted to reflect the change in accounting guidance.

See Note 10 for additional information.

Recently issued ASUs – In November of 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.” The updated accounting guidance requires disaggregated disclosure of specified expense categories.

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The Company is currently evaluating the effect the updated guidance will have on its financial statement disclosures.

Acquisitions, Divestitures and Deconsolidations

Boardwalk Pipelines

On September 29, 2023, Boardwalk Pipelines acquired 100 % of the equity interests of Williams Olefins Pipeline Holdco LLC (“Bayou Ethane”) from Williams Field Services Group, LLC for $ 355 million in cash.

In September of 2025, the FASB issued ASU 2025-06, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.” The updated guidance changes the accounting for internal-use software by eliminating references to sequential project stages.

Eligible software development cost capitalization will begin when:

(1) management has authorized and committed to funding the software project and (2) it is probable that the software will be completed and used as intended.

The guidance is effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods, with early adoption permitted.

The guidance may be applied using a prospective transition method, a retrospective transition method or a modified prospective transition method.

The Company is currently evaluating the effect the updated guidance will have on its financial statements.

Loews Hotels & Co

During 2024, Loews Hotels & Co acquired all the remaining outstanding noncontrolling equity interests of two owned and consolidated hotels for $ 44 million.

During 2024 , Loews Hotels & Co received proceeds of $ 23 million for the sale of an owned hotel.

During 2023, Loews Hotels & Co paid $ 46 million to acquire an additional equity interest in a previously unconsolidated joint venture property.

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$ 7 $ 19 $ 14

Investment gains (losses) for the year ended December 31, 2022 in the table above include an $ 18 million net gain related to the novation of a coinsurance agreement on CNA’s legacy annuity business, which was transacted on a funds withheld basis and gave rise to an embedded derivative.

The net gain of $ 18 million is comprised of a $ 62 million gain on the associated embedded derivative partially offset by a $ 44 million loss on fixed maturity securities supporting the funds withheld liability, transferred with the novation, to recognize unrealized losses which had been included in AOCI since the inception of the coinsurance agreement.

Taken together, this net gain is the final recognition of changes in the valuation of the funds held assets and offsets previously recognized investment losses on the associated embedded derivative.

The coinsurance agreement was novated in the fourth quarter of 2022.

The available-for-sale impairment losses (gains) recognized in earnings by asset type are presented in the following table.

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Impairment losses recognized in earnings $ 33 $ 63 $ 44

No losses were recognized on mortgage loans during the year ended December 31, 2024.

For the years ended December 31, 2023 and 2022, there were $ 11 million and $ 8 million of losses related to mortgage loans primarily due to changes in expected credit losses.

The net change in unrealized gains (losses) on fixed maturity securities, was $( 352 ) million, $ 1.4 billion and $( 7.9 ) billion for the years ended December 31, 2024, 2023 and 2022.

For the years ended December 31, 2025 and 2023, there were $ 5 million and $ 11 million of impairment losses related to mortgage loans due to changes in expected credit losses.

No impairment losses were recognized on mortgage loans during the year ended December 31, 2024.

The net change in unrealized gains (losses) on fixed maturity securities, was $ 1.1 billion, $( 352 ) million and $ 1.4 billion for the years ended December 31, 2025, 2024 and 2023.

The amortized cost and fair values of fixed maturity securities are as follows:

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Foreign government 764 7 20 751

Redeemable preferred stock 8 8

Fixed maturities available-for-sale $ 44,617 $ 1,089 $ 2,286 $ 69 $ 43,351

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Reductions to the allowance for credit losses:

Securities sold during the period (realized) 3 1 4

Intent to sell or more likely than not will be required to sell the

security before recovery of its amortized cost basis

Write-offs charged against the allowance 9 9

Securities disposed during the period (realized) 6 6

Additional increases to the allowance for credit

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Balance as of January 1, 2024

$ 4 $ 12 $ 16

Additions to the allowance for credit losses:

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Reductions to the allowance for credit losses:

Securities sold during the period (realized) 6 6

Securities disposed during the period (realized) 3 1 4

Intent to sell or more likely than not will be required to sell the

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Limited Partnerships

The carrying value of limited partnerships as of December 31, 2024 and 2023 was approximately $ 2.5 billion and $ 2.2 billion, which includes net undistributed earnings of $ 334 million and $ 250 million.

The carrying value of limited partnership investments as of December 31, 2025 and 2024 was approximately $ 2.9 billion and $ 2.5 billion, which includes net undistributed earnings of $ 381 million and $ 334 million.

Limited partnerships comprising 11 % of the total carrying value are reported on a current basis through December 31, 2025 with no reporting lag, 2 % of the total carrying value are reported on a one month lag and the remainder are reported on more than a one month lag.

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The ten largest limited partnership positions held totaled $ 698 million and $ 648 million as of December 31, 2025 and 2024.

Based on the most recent information available regarding percentage ownership of the individual limited partnerships, the carrying value reflected on the Consolidated Balance Sheets represents approximately 1 % of the aggregate partnership equity at December 31, 2024 and 2023, and the related income reflected on the Consolidated Statements of Operations represents approximately 1 %, 1 %, and 2 % of the changes in aggregate partnership equity for the years ended December 31, 2024, 2023 and 2022.

Based on the most recent information available regarding percentage ownership of the individual limited partnerships, the carrying value reflected on the Consolidated Balance Sheets represents approximately 1 % of the aggregate partnership equity at December 31, 2025 and 2024, and the related income reflected on the Consolidated Statements of Operations represents approximately 1 % of the changes in aggregate partnership equity for each of the years ended December 31, 2025, 2024 and 2023.

There are risks inherent in limited partnership investments which may result in losses due to short-selling, derivatives or other speculative investment practices.

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Total $ 226 $ 101 $ 134 $ 176 $ 66 $ 391 $ 1,094

Write-offs for the year

ended December 31,

2025 ( 2 ) ( 23 ) ( 25 )

(a) The values in the table above reflect DSCR on a standardized amortization period and LTV ratios based on the most recent appraised values trended forward using changes in a commercial real estate price index.

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Interest rate swaps 473 300 4

Currency forwards 13 $ ( 1 )

Credit default swap index - purchased 2,000

In the fourth quarter of 2024, the Company entered into credit default swap index transactions that potentially benefit from widening investment grade credit spreads associated with the underlying securities that comprise the index.

As of December 31, 2024 the notional value of the credit default swap index is $ 2 billion and the fair value is less than $ 1 million which is recognized in Payable to brokers in the Consolidated Balance Sheets.

The fair value of the position is measured using observable market inputs, including credit spreads.

For the year ended December 31, 2024 , Net investment income related to the position was less than $ 1 million.

In the fourth quarter of 2024, the Company entered into credit default swap index transactions that would potentially benefit from widening investment grade credit spreads associated with the underlying securities that comprised the index.

The position was closed during the second quarter of 2025.

As of December 31, 2024, the notional value of the credit default swap index was $ 2 billion and the fair value was less than $ 1 million, which was recognized in Payable to brokers in the Consolidated Balance Sheets.

The fair value of the position was measured using observable market inputs, including credit spreads.

For the years ended December 31, 2025 and 2024 , Net investment income related to the position was $ 19 million and less than $ 1 million.

Investment Commitments

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Investments on Deposit

Cash and securities with carrying values of approximately $ 3.1 billion were deposited by CNA’s insurance subsidiaries under requirements of regulatory authorities and others as of December 31, 2024 and 2023.

Cash and securities with carrying values of approximately $ 3.4 billion and $ 3.1 billion were deposited by CNA’s insurance subsidiaries under requirements of regulatory authorities and others as of December 31, 2025 and 2024.

Cash and securities with carrying values of approximately $ 0.6 billion and $ 0.7 billion were deposited with financial institutions in trust accounts or as collateral for letters of credit to secure obligations with various third parties as of December 31, 2025 and 2024.

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Short-term and other 5,820 51 5,871

Receivables 5 5

Payable to brokers ( 43 ) ( 43 )

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Capitalized interest related to the construction and upgrade of qualifying assets amounted to approximately $ 11 million, $ 27 million and $ 32 million for the years ended December 31, 2025, 2024 and 2023.

Asset Impairments

Loews Hotels & Co evaluates properties with indications that their carrying amounts may not be recoverable.

It was determined that the carrying values of two properties in 2023 and two properties in 2022 were impaired.

Loews Hotels & Co recorded aggregate impairment charges of $ 12 million ($ 9 million after tax) and $ 25 million ($ 19 million after tax) for the years ended December 31, 2023 and 2022, which are reported within Operating expenses and other on the Consolidated Statements of Operations.

Loews Hotels & Co utilizes an undiscounted probability-weighted cash flow analysis in testing the recoverability of its long-lived assets for potential impairment.

Assumptions and estimates underlying this analysis include, among other things, (i) room revenue based on occupancy and average room rates, (ii) other revenue generated by the property, including food and beverage sales and ancillary services, as well as property specific revenue sources, (iii) operating expenses, including management and marketing fees and (iv) expenditures for repairs and refurbishments to maintain the asset’s value.

When necessary, scenarios are developed using multiple assumptions of expected future events which Loews Hotels & Co assigns a probability of occurrence based on management’s expectations.

This initial analysis results in a projected probability-weighted cash flow of the property, which is compared to the carrying value of the asset to assess recoverability.

If the long-lived asset’s carrying value exceeds the undiscounted cash flows, Loews Hotels & Co compares the long-lived asset’s carrying value to fair value, estimating the fair value of the asset by discounting future cash flows using market participant assumptions or third-party indicators of fair value such as a recent independent appraisal.

These calculations, at times, utilize significant unobservable inputs, including estimating the growth in the asset’s revenue and cost structure and are therefore considered Level 3 fair value measurements.

Goodwill and Other Intangible Assets

A summary of the changes in the carrying amount of goodwill is as follows:

CNA Financial Boardwalk Pipelines Total

(In millions)

Balance, December 31, 2022

$ 109 $ 237 $ 346

Other adjustments 1 1

Balance, December 31, 2023 and 2024

A summary of the net carrying amount of other intangible assets is as follows:

December 31, 2024 December 31, 2023

Gross Carrying

Accumulated Amortization Gross Carrying Amount

Accumulated Amortization

(In millions)

Finite-lived intangible assets:

Customer relationships $ 93 $ 24 $ 93 $ 21

Other 10 8 11 9

Total finite-lived intangible assets 103 32 104 30

Indefinite-lived intangible assets 76 77

Total other intangible assets $ 179 $ 32 $ 181 $ 30

Amortization expense for each of the years ended December 31, 2024, 2023 and 2022 of $ 4 million, $ 3 million, and $ 3 million is reported in Operating expenses and other on the Consolidated Statements of Operations.

At December 31, 2024, estimated amortization expense in each of the next five years is approximately $ 4 million.

Claim and Claim Adjustment Expense Reserves

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CNA’s commercial property and casualty insurance operations (“Property & Casualty Operations”) include its Specialty, Commercial and International lines of business.

CNA’s Other Insurance Operations outside of Property & Casualty Operations include its long-term care business that is in run-off, certain corporate expenses, including interest on CNA’s corporate debt, and certain property and casualty businesses in run-off, including CNA Re, A&EP, a legacy portfolio of excess workers’ compensation policies and certain legacy mass tort reserves.

CNA’s Other Insurance Operations outside of Property & Casualty Operations include its long-term care business that is in run-off, certain corporate expenses, including interest on CNA’s corporate debt, and certain property and casualty businesses in run-off, including A&EP, a legacy portfolio of excess workers’ compensation policies and certain legacy mass tort reserves.

Liability for Unpaid Claim and Claim Adjustment Expenses

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Gross reserves, end of year $ 26,599 $ 24,976 $ 23,304

(a) Total net incurred does not agree to Insurance claims and policyholders’ benefits as reflected on the Consolidated Statements of Operations due to amounts related to retroactive reinsurance deferred gain accounting and uncollectible reinsurance, which are not reflected in the table above.

(a) Total net incurred does not agree to Insurance claims and policyholders’ benefits as reflected on the Consolidated Statements of Operations due to amounts related to retroactive reinsurance deferred gain accounting, uncollectible reinsurance and benefit expenses related to future policy benefits and policyholders’ dividends, which are not reflected in the table above.

Reserving Methodology

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Other property and casualty operations ( 31 ) ( 4 ) 10

Total property & casualty operations

51 ( 31 ) ( 23 )

Other insurance operations 134 79 71

Total pretax (favorable) unfavorable development $ 48 $ 48 $ ( 32 )

Total pretax unfavorable development $ 185 $ 48 $ 48

Development Tables

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CNA does not establish case reserves for allocated loss adjusted expenses (“ALAE”), therefore ALAE reserves are also included in the estimate of IBNR.

Unfavorable development in other professional liability and management liability was primarily due to higher than expected claim severity and frequency in CNA’s professional errors and omissions (“E&O”) and cyber businesses.

Favorable development in surety was primarily due to lower than expected frequency and lack of systemic activity in multiple accident years.

Unfavorable development in warranty was primarily due to higher than expected frequency and severity in the most recent accident year for auto warranty.

Unfavorable development in commercial auto was due to higher than expected claim severity in recent accident years.

Unfavorable development in general liability was due to higher than expected claim severity in multiple accident years going back to 2016.

Favorable development in workers’ compensation was due to favorable medical trends driving lower than expected severity in multiple accident years.

Favorable development in other property and casualty operations was due to lower than expected loss emergence across multiple accident years in CNA’s marine and property businesses and favorable emergence in multiple accident years for property and other.

Unfavorable development in other insurance operations was largely associated with legacy mass tort abuse claim activity, the on-going effects of social inflation and an agreement with the Diocese of Rochester.

Favorable development in surety was primarily due to lower than expected frequency and lack of systemic activity in multiple accident years.

Unfavorable development in warranty was primarily due to higher than expected frequency and severity in a recent accident year.

2 unchanged sentences

Favorable development in workers’ compensation was due to favorable medical trends driving lower than expected severity in multiple accident years.

Unfavorable development in other insurance operations was largely associated with legacy mass tort abuse claims.

Unfavorable development in other insurance operations was largely associated with legacy mass tort abuse reserves.

4 unchanged sentences

Favorable development in workers’ compensation was due to favorable medical trends driving lower than expected severity in multiple accident years.

Unfavorable development in other insurance operations was largely associated with legacy mass tort abuse claims.

Unfavorable development in medical professional liability was due to higher than expected large loss activity in multiple accident years.

Unfavorable development in other professional liability and management liability was due to higher than expected claim severity and frequency in CNA’s cyber and professional E&O businesses in multiple accident years.

Favorable development in surety was primarily due to lower than expected frequency and lack of systemic activity in recent accident years.

Favorable development in warranty was due to lower than expected loss emergence in a recent accident year.

Unfavorable development in commercial auto and general liability was due to higher than expected claim severity across multiple accident years.

Favorable development in workers’ compensation was due to favorable medical trends driving lower than expected severity in multiple accident years.

Unfavorable development in other insurance operations was largely associated with legacy mass tort abuse claims, including the Diocese of Rochester proposed settlement.

Unfavorable development in other insurance operations was largely associated with legacy mass tort abuse reserves.

Property & Casualty Operations – Line of Business Composition

50 unchanged sentences

2022 — 4 ( 10 ) ( 6 )

2023 10 32 42

Total net development for the accident years presented above 15 ( 17 ) 1

46 unchanged sentences

Total net development for accident years prior to 2016

( 7 ) 10 ( 18 )

Total unallocated claim adjustment expense development — 5 ( 3 )

25 unchanged sentences

2022 12 35 52 59

2022 12 35 52

Net liability for unpaid claim and allocated claim adjustment expenses for the accident years presented $ 492

158 unchanged sentences

2023 ( 4 ) ( 10 ) ( 14 )

2023 ( 4 ) ( 4 )

Total net development for the accident years presented above ( 114 ) ( 85 ) ( 85 )

33 unchanged sentences

Additional amounts ceded under LPT $ 185 $ 103 $ 86

Net A&EP adverse development before consideration of LPT $ 103 $ 86 $ 92

Provision for uncollectible third-party reinsurance on A&EP ( 5 )

Total additional amounts ceded under LPT 103 86 87

Retroactive reinsurance benefit recognized ( 140 ) ( 95 ) ( 94 )

Pretax impact of deferred retroactive reinsurance $ 45 $ 8 $ ( 8 )

Net unfavorable prior year development of $ 103 million, $ 86 million and $ 92 million was recognized before consideration of cessions to the LPT for the years ended December 31, 2024, 2023 and 2022.

The unfavorable development in 2024, 2023 and 2022 was primarily driven by higher than anticipated defense and indemnity costs on known direct asbestos and environmental accounts.

Additionally, in 2022, $ 5 million of the provision for uncollectible third-party reinsurance was released.

None of the provision for uncollectible third-party reinsurance was released in 2024 or 2023.

Additional amounts ceded under the LPT of $ 185 million, $ 103 million and $ 86 million for the years ended December 31, 2025, 2024 and 2023 were primarily driven by unfavorable development in each year as a result of higher than anticipated defense and indemnity costs on known direct asbestos and environmental accounts.

As of December 31, 2025 and 2024, the cumulative amounts ceded under the LPT were $ 3.9 billion and $ 3.7 billion.

8 unchanged sentences

Under the terms of the transaction, based on reserves in place as of January 1, 2020, approximately $ 690 million of net EWC claim and allocated claim adjustment expense reserves were ceded to Cavello under a loss portfolio transfer (“EWC LPT”) with an aggregate limit of $ 1.0 billion.

Cavello was paid a reinsurance premium of $ 697 million, less claims paid between January 1, 2020 and the closing date of the agreement of $ 64 million.

After transaction costs, a loss of approximately $ 11 million (after tax and noncontrolling interest) was recognized in Other Insurance Operations in the first quarter of 2021 related to the EWC LPT.

Cavello was paid a reinsurance premium of $ 697 million.

Net favorable prior year development of $ 75 million was recognized before consideration of cessions to the EWC LPT for the year ended December 31, 2025 primarily driven by lower than expected severity in older accident years.

This favorable development was entirely offset by ceded retroactive reserve development under the EWC LPT.

As of December 31, 2025 , the cumulative amount ceded under the EWC LPT was $ 615 million.

8 unchanged sentences

As a result of this variability, CNA’s future policy benefits reserves may be subject to material increases if actual experience develops adversely to its expectations.

Annually in the third quarter, actuarial analysis is performed on policyholder morbidity, persistency, premium rate increase and expense experience.

Annually in the third quarter, actuarial analysis is performed on policyholder morbidity, persistency, premium rate actions and expense experience.

This analysis, combined with judgment, informs the setting of updated cash flow assumptions used to estimate the LFPB.

2 unchanged sentences

The cash flow assumption updates completed in the third quarter of 2025 resulted in a $ 7 million pretax increase in the LFPB.

Included in the assumption updates were unfavorable incidence, claim closure and cost of care inflation impacts offset by favorable premium rate actions.

The cash flow assumption updates completed in the third quarter of 2024 resulted in a $ 15 million pretax increase in the LFPB.

Included in the assumption updates was a favorable impact from outperformance on premium rate assumptions and an unfavorable impact from higher cost of care inflation.

The cash flow assumption updates completed in the third quarter of 2023 resulted in an $ 8 million pretax increase in the LFPB.

Persistency updates were unfavorable due to revisions to lapse rates.

Morbidity updates were favorable, driven by claim severity assumption updates, and there was a favorable impact from outperformance on premium rate assumptions.

The following table summarizes balances and changes in the LFPB.

31 unchanged sentences

(a) As of December 31, 2025, 2024 and 2023, the re-measurement loss of $( 104 ), $( 125 ) and $( 88 ) presented parenthetically on the Consolidated Statement of Operations is comprised of the effect of changes in cash flow assumptions and the effect of actual variances from expected experience.

The following table presents earned premiums and interest expense associated with the long-term care business recognized on the Consolidated Statement of Operations.

The following table presents earned premiums and interest accretion associated with the long-term care business recognized on the Consolidated Statement of Operations.

Year Ended December 31

2 unchanged sentences

Earned premiums $ 423 $ 437 $ 451

Interest expense 741 760 763

Interest accretion

The following table presents undiscounted expected future benefit and expense payments and undiscounted expected future gross premiums.

16 unchanged sentences

Total lease expense was $ 77 million, $ 79 million and $ 87 million for the years ended December 31, 2025, 2024 and 2023 which includes operating lease expense of $ 53 million, $ 51 million and $ 58 million, variable lease expense of $ 20 million, $ 23 million and $ 24 million and short-term lease expense of $ 4 million, $ 5 million and $ 5 million.

Cash paid for amounts included in operating lease liabilities was $ 80 million, $ 60 million and $ 64 million for year ended December 31,

Cash paid for amounts included in operating lease liabilities was $ 59 million, $ 80 million and $ 60 million for years ended December 31,

2025, 2024 and 2023.

10 unchanged sentences

Loews Corporation and its eligible subsidiaries file a consolidated federal income tax return.

Loews Corporation has entered into a separate tax allocation agreement with CNA, a majority-owned subsidiary in which its ownership exceeds 80 %.

Loews Corporation has entered into a separate tax allocation agreement with CNA.

The agreement provides that Loews Corporation will:

8 unchanged sentences

These returns, with few exceptions, are no longer subject to examination by the various taxing authorities before 2021.

The current and deferred components of income tax expense are as follows:

The components of U.S.

and foreign income before income tax expense and the current and deferred components of income tax expense (benefit) are as follows:

Year Ended December 31

1 unchanged sentence

(In millions)

Income tax expense (benefit):

Current $ 320 $ 267 $ 241

Deferred ( 10 ) 81 ( 60 )

State and city:

Current 47 20 25

Deferred ( 40 ) 31 15

Income before income tax expense:

$ 1,999 $ 1,672 $ 1,798

Foreign 284 202 198

Total $ 2,283 $ 1,874 $ 1,996

The components of U.S.

and foreign income before income tax and a reconciliation between the federal income tax expense at statutory rates and the actual income tax expense is as follows:

Current tax expense

$ 314 $ 320 $ 267

State and local

Total current tax expense

Deferred tax expense (benefit)

State and local

Total deferred tax expense (benefit) 112 ( 45 ) 127

Total income tax expense

State and local

Total income tax expense $ 511 $ 380 $ 451

A reconciliation of income tax expense at the federal statutory tax rate to income tax expense at the effective tax rate is as follows:

Year Ended December 31

2025 2024 2023

(In millions)

Income before income tax:

(In millions, except %)

Amount Percent Amount

Income tax expense at federal statutory tax rate

$ 479 21.0 % $ 393 21.0 % $ 419 21.0 %

Foreign 202 198 141

Total $ 1,874 $ 1,996 $ 1,114

Income tax expense at statutory rate $ 393 $ 419 $ 235

Increase (decrease) in income tax expense resulting from:

Exempt investment income ( 22 ) ( 28 ) ( 38 )

Foreign related tax differential ( 5 ) 1 ( 15 )

Valuation allowance 1 2 1

State taxes 8 48 36

State and local income taxes, net of federal

income tax effect (a) 38 1.7 % 7 0.4 % 42 2.1 %

Foreign tax effects

22 1.0 % 32 1.7 % 23 1.1 %

9 0.4 % 7 0.4 % 7 0.4 %

Foreign tax credits

( 25 ) ( 1.1 ) % ( 36 ) ( 1.9 ) % ( 26 ) ( 1.3 ) %

( 6 ) ( 0.3 ) % ( 7 ) ( 0.4 ) % ( 2 ) ( 0.1 ) %

Nontaxable or nondeductible items

Nontaxable investment income

( 30 ) ( 1.3 ) % ( 26 ) ( 1.4 ) % ( 31 ) ( 1.6 ) %

14 0.6 % 13 0.7 % 12 0.6 %

Other adjustments

10 0.4 % ( 3 ) ( 0.2 ) % 7 0.4 %

Income tax expense

For the year ended December 31, 2024, income tax expense includes a $ 36 million income tax benefit from an adjustment to deferred state income taxes for a rate reduction effective in 2025 resulting from legislation enacted during the fourth quarter of 2024.

$ 511 22.4 % $ 380 20.3 % $ 451 22.6 %

(a) In 2025, state taxes in Florida, Illinois and Louisiana made up the majority of the tax effect in this category.

In 2024, state taxes in Florida made up the majority of the tax effect in this category.

In 2023, state taxes in Florida, Illinois, Louisiana and New York made up the majority of the tax effect in this category.

For the year ended December 31, 2024 , state and local income taxes include a $ 36 million income tax benefit from an adjustment to deferred state income taxes for a rate reduction effective in 2025 resulting from legislation enacted during the fourth quarter of 2024.

As of December 31, 2025, no deferred taxes are required on the undistributed earnings of subsidiaries subject to tax.

As of December 31, 2025, 2024 and 2023, there were no unrecognized tax benefits.

Accrued interest related to unrecognized tax benefits and tax refund claims is recognized in Income tax expense on the Consolidated Statements of Operations.

Penalties are recognized in Income tax expense on the Consolidated Statements of Operations.

No interest expense and no penalties were recorded for the years ended December 31, 2024, 2023 and 2022.

For the years ended December 31, 2025, 2024 and 2023, no interest expense or penalties were recorded in Income tax expense.

The following table summarizes deferred tax assets and liabilities:

5 unchanged sentences

Unearned premium reserves 227 225

Policyholder reserves 160

Deferred revenue 84 85

1 unchanged sentence

Deferred retroactive reinsurance benefit 99 89

Net operating loss carryforwards 35 44

Net unrealized losses 258 485

Other 153 159

Other assets 179 188

Total deferred tax assets 1,204 1,385

6 unchanged sentences

Basis differential in investment in subsidiary ( 473 ) ( 481 )

Investment valuation differences ( 218 ) ( 176 )

Other liabilities ( 87 ) ( 69 )

2 unchanged sentences

(a) Includes deferred tax assets reflected in Other assets on the Consolidated Balance Sheets at December 31, 2025 and 2024

As of December 31, 2024, a U.S.

foreign tax credit carryforward of $ 8 million expires in 2034.

Net operating loss carryforwards in foreign tax jurisdictions of $ 138 million and tax credit carryforwards in such jurisdictions of $ 10 million have no expiration.

Although realization of deferred tax assets is not assured, management believes it is more likely than not that the recognized deferred tax assets will be realized through recoupment of ordinary and capital taxes paid in prior carryback years and through future earnings, reversal of existing temporary differences and available tax planning strategies.

As of December 31, 2024, a valuation allowance of $ 19 million was recorded related to state net operating losses and disallowed business interest expense from joint ventures.

As of December 31, 2025, the Company has a U.S.

foreign tax credit carryforward of $ 6 million that expires in 2034.

In addition, as of December 31, 2025, the Company has net operating loss carryforwards in foreign tax jurisdictions of $ 83 million and tax credit carryforwards in such jurisdictions of $ 13 million that do not expire.

Although realization of deferred tax assets is not assured, management believes it is more likely than not that the recognized deferred tax assets, net of valuation allowance, will be realized through recoupment of ordinary and capital taxes paid in prior carryback years and through future earnings, reversal of existing temporary differences and available tax planning strategies.

As of December 31, 2025, a valuation allowance of $ 25 million has been recorded related to state net operating losses and disallowed business interest expense from joint ventures.

December 31 2025 2024

14 unchanged sentences

Boardwalk Pipelines:

Variable rate revolving credit facility due 2028 (effective interest rate of 6.7 %)

6.0 % notes due 2026 (effective interest rate of 6.2 %) (authorized, $ 550 )

4.5 % notes due 2027 (effective interest rate of 4.6 %) (authorized, $ 500 )

7.3 % debentures due 2027 (effective interest rate of 8.1 %) (authorized, $ 100 )

3 unchanged sentences

5.6 % notes due 2034 (effective interest rate of 5.8 %) (authorized, $ 600 )

5.4 % notes due 2036 (effective interest rate of 5.5 %) (authorized, $ 550 )

Finance lease obligation 3 4

13 unchanged sentences

At December 31, 2025, the aggregate long-term debt maturing in each of the next five years is approximately as follows:

$ 5 million in 2025, $ 1.9 billion in 2026, $ 1.1 billion in 2027, $ 56 million in 2028, $ 1.2 billion in 2029 and $ 4.8 billion thereafter.

$ 1.1 billion in 2026, $ 1.1 billion in 2027, $ 56 million in 2028, $ 1.2 billion in 2029, $ 1.1 billion in 2030 and $ 5.1 billion thereafter.

Long-term debt is generally redeemable in whole or in part at the greater of the principal amount or the net present value of remaining scheduled payments discounted at the specified treasury rate plus a margin.

7 unchanged sentences

As of December 31, 2025, CNA had no outstanding borrowings under the credit agreement and was in compliance with all covenants.

In 2024, CNA issued $ 500 million of 5.1 % senior notes due February 15, 2034 and repaid at maturity the $ 550 million outstanding aggregate principal amount of its 4.0 % senior notes.

Boardwalk Pipelines has a revolving credit facility with available borrowing capacity of $ 1 billion through May 27, 2027 and a borrowing capacity of $ 912 million from May 28, 2027 to May 26, 2028.

Interest rates are based on the term Secured Overnight Financing Rate (“SOFR”).

In 2025, CNA completed a public offering of $ 500 million aggregate principal amount of its 5.2 % senior notes due August 15, 2035 and redeemed the $ 500 million outstanding aggregate principal amount of its 4.5 % senior notes in advance of the March 1, 2026 maturity date.

In 2025, Boardwalk Pipelines amended and restated its existing revolving credit agreement with Wells Fargo Bank, N.A., providing for available borrowing capacity of $ 1 billion through November 10, 2030.

As of December 31, 2025, Boardwalk Pipelines had no outstanding borrowings under its revolving credit facility.

As of December 31, 2024, Boardwalk Pipelines was in compliance with its covenants under the credit agreement.

In February of 2024 , Boardwalk Pipelines completed a public offering of $ 600 million aggregate principal amount of its 5.6 % senior notes due August 1, 2034 .

In December of 2024, Boardwalk Pipelines retired at maturity the $ 600 million outstanding aggregate principal amount of its 5.0 % senior notes.

As of December 31, 2025, Boardwalk Pipelines was in compliance with its covenants under the amended and restated credit agreement.

In 2025, Boardwalk Pipelines completed a public offering of $ 550 million aggregate principal amount of its 5.4 % senior notes due February 15, 2036, the proceeds of which will be used to redeem on March 1, 2026 the outstanding $ 550 million aggregate principal amount of its 6.0 % senior notes due June 1, 2026 at a redemption price equal to par plus accrued and unpaid interest.

In 2025, Loews Hotels & Co refinanced $ 363 million in loans.

Loews Hotels & Co, through its subsidiaries, has debt with various lenders which is generally secured by specific hotel properties.

These loans include a range of financial and operational covenants.

As of December 31, 2024, Loews Hotels & Co’s subsidiaries were in compliance with their debt covenants.

Shareholders’ Equity

5 unchanged sentences

(In millions)

Balance, January 1, 2022, as reported

$ ( 2 ) $ 930 $ — $ ( 6 ) $ ( 636 ) $ ( 100 ) $ 186

Cumulative effect adjustments from changes in accounting standards (Note 1), after tax of $ 0 , $( 617 ), $ 1,063 , $ 0 , $ 0 and $ 0

2,079 ( 3,585 ) ( 1,506 )

Balance, January 1, 2022, as adjusted

Balance, January 1, 2023

$ ( 7 ) $ ( 2,469 ) $ ( 36 ) $ 14 $ ( 622 ) $ ( 200 ) $ ( 3,320 )

2 unchanged sentences

Reclassification of (gains) losses from accumulated other comprehensive loss, after tax of $( 5 ), $( 14 ), $ 0 , $ 0 , $( 18 ) and $ 0

( 5 ) 126 18 139

Other comprehensive income (loss) ( 5 ) 1,125 ( 318 ) ( 5 ) 104 60 961

Amounts attributable to noncontrolling interests ( 93 ) 26 ( 5 ) ( 5 ) ( 77 )

Purchase of CNA shares ( 46 ) ( 1 ) ( 10 ) ( 4 ) ( 61 )

Balance, December 31, 2023

3 unchanged sentences

Reclassification of (gains) losses from accumulated other comprehensive loss, after tax of $( 9 ), $( 13 ), $ 0 , $ 0 , $( 86 ) and $ 0

33 47 318 398

Other comprehensive income (loss) ( 1 ) ( 262 ) 712 — 340 ( 102 ) 687

Amounts attributable to noncontrolling interests 22 ( 59 ) ( 28 ) 8 ( 57 )

Purchase of CNA shares ( 46 ) ( 1 ) ( 10 ) ( 4 ) ( 61 )

Balance, December 31, 2024

3 unchanged sentences

Reclassification of losses from accumulated other comprehensive loss, after tax of $( 5 ), $( 12 ), $ 0 , $ 0 , $ 1 and $ 0

33 47 318 398

Other comprehensive income (loss) ( 2 ) 887 ( 161 ) ( 7 ) 14 144 875

19 unchanged sentences

Loews Corporation purchased 4.5 million shares of CNA’s common stock at an aggregate cost of $ 178 million in 2023.

Stock Issuances

Loews Corporation issued 0.2 million, 0.3 million and 0.2 million shares of its common stock to settle stock-based compensation awards during the years ended December 31, 2025, 2024 and 2023.

Revenue from Contracts with Customers

18 unchanged sentences

Performance obligations – As of December 31, 2025, approximately $ 23.6 billion of estimated operating revenues is expected to be recognized in the future related to outstanding performance obligations.

The balance relates primarily to revenues for transportation and storage services for natural gas and NGLs and certain ethane supply contracts at Boardwalk Pipelines and non-insurance warranty revenue at CNA.

Approximately $ 2.9 billion will be recognized during 2025, $ 2.4 billion in 2026 and the remainder in following years.

The balance relates primarily to revenues for transportation and storage services for natural gas and natural gas liquids, olefins and other hydrocarbons (“NGLs”) and certain ethane supply contracts at Boardwalk Pipelines and non-insurance warranty revenue at CNA.

Included in the balance are $ 9.9 billion of revenues that are anticipated under executed precedent or long-term firm transportation agreements associated with Boardwalk Pipelines’ growth projects.

Approximately $ 2.9 billion is expected to be recognized during 2026, $ 2.3 billion in 2027 and the remainder in following years.

The actual timing of recognition may vary due to factors outside of the Company’s control.

6 unchanged sentences

CNA has a prescribed practice as it relates to the accounting under Statement of Statutory Accounting Principles No.

62R, Property and Casualty Reinsurance , paragraphs 87 and 88 in conjunction with the 2010 loss portfolio transfer with NICO which is further discussed in Note 8.

62, Property and Casualty Reinsurance , paragraphs 87 and 88 in conjunction with the 2010 loss portfolio transfer with NICO which is further discussed in Note 7.

The prescribed practice allows CNA to aggregate all third party A&EP reinsurance balances administered by NICO in Schedule F and to utilize the LPT as collateral for the underlying third-party reinsurance balances for purposes of calculating the statutory reinsurance penalty.

7 unchanged sentences

The maximum allowable dividend CCC could pay during 2026 that would not be subject to the Department’s prior approval is $ 1.3 billion, less dividends paid during the preceding 12 months measured at that point in time.

CCC paid dividends of $ 995 million in 2024 .

CCC paid dividends of $ 1.1 billion in 2025 .

The actual level of dividends paid in any year is determined after an assessment of available dividend capacity, holding company liquidity and cash needs as well as the impact the dividends will have on the statutory surplus of the applicable insurance company.

2 unchanged sentences

December 31 Year Ended December 31

2023 2024(a)(b)

(In millions)

60 unchanged sentences

Year that the rate reaches the ultimate trend rate 2026 - 2033

During 2023, the Parent Company completed the termination of a non-contributory defined benefit plan.

In total, the plan paid $ 66 million for the purchase of group annuity contracts from a third party insurance company to settle its obligations to retirees and certain participants and $ 34 million in lump sum payments to settle its obligations to certain other participants.

The Company recorded a settlement expense of $ 47 million ($ 37 million after-tax) to recognize unrealized losses which were previously included in AOCI.

In 2024, a subsidiary of CNA, as a sponsor of the CNA Employee Retirement Plan Trust (the “Plan”), paid $ 1 billion to purchase a nonparticipating single premium group annuity contract with Metropolitan Life Insurance Company (the “Insurer”) that transferred to the Insurer $ 1 billion of the Plan’s defined benefit pension obligations.

2 unchanged sentences

The purchase of the group annuity contract was funded directly by assets of the Plan and required no cash or asset contributions from CNA.

As a result of the transaction, CNA recognized a pretax pension settlement charge of

$ 367 million ($ 265 million after tax and noncontrolling interest).

As a result of the transaction, CNA recognized a pretax pension settlement charge of $ 367 million ($ 265 million after tax and noncontrolling interest).

This charge is largely driven by the accelerated recognition of the actuarial pension loss from Accumulated other comprehensive income into Net income, which does not impact Shareholders’ equity.

In 2023, the Parent Company completed the termination of a non-contributory defined benefit plan.

The Company recorded a settlement expense of $ 47 million ($ 37 million after-tax) to recognize unrealized losses which were previously included in AOCI.

In 2023, the CNA Retirement Plan paid $ 80 million to settle its obligation to certain retirees through the purchase of a group annuity contract from a third party insurance company, which reduced the plan’s projected benefit obligation by $ 86 million.

9 unchanged sentences

Amortization of unrecognized net loss 7 29 35 1 1 1

Amortization of unrecognized prior service benefit ( 2 )

Settlements 1 372 48 3

Regulatory asset decrease 1

Net periodic (benefit) cost $ ( 4 ) $ 380 $ 70 $ 1 $ — $ —

42 unchanged sentences

Fair value of plan assets — —

The accumulated benefit obligation for all defined benefit pension plans was $ 854 million and $ 2.0 billion at December 31, 2024 and 2023.

Changes for the year ended December 31, 2024 include the impact of the pension settlement transaction discussed above and an actuarial gain of $ 29 million primarily driven by changes in the discount rate used to determine the benefit obligations.

The accumulated benefit obligation for all defined benefit pension plans was $ 856 million and $ 854 million at December 31, 2025 and 2024.

A total return approach is employed whereby a mix of equity, limited partnerships and fixed maturity securities are used to maximize the long-term return of plan assets for a prudent level of risk and to manage cash flows according to plan requirements.

43 unchanged sentences

Plan assets at net asset value:

Equity securities 25

L imited partnerships 304

3 unchanged sentences

The limited partnership investments held within the plans are recorded at fair value, which represents the plans’ shares of the net asset value of each partnership, as determined by the general partner.

Limited partnerships comprising more than 99 % and 93 % of the carrying value as of December 31, 2024 and 2023 were invested in private debt and equity.

Limited partnerships comprising less than 1 % and 7 % of the carrying value as of December 31, 2024 and 2023 employ hedge fund strategies.

Limited partnerships comprising more than 99 % of the carrying value as of December 31, 2025 and 2024 were invested in private debt and equity.

Limited partnerships comprising less than 1 % of the carrying value as of December 31, 2025 and 2024 employ hedge fund strategies.

Private debt and equity funds cover a broad range of investment strategies including buyout, private credit, growth capital and distressed investing.

31 unchanged sentences

Stock-based Compensation – In 2025, shareholders approved the Loews Corporation 2025 Incentive Compensation Plan (the “2025 Loews Plan”) which replaced a previously existing equity plan.

The aggregate number of shares of Loews Corporation common stock authorized under the 2016 Loews Plan is 6,000,000 shares, plus up to 3,000,000 shares that may be forfeited under the prior plan.

The maximum number of shares of Loews Corporation common stock with respect to which awards may be granted to any individual in any calendar year is 500,000 shares.

In accordance with the 2016 Loews Plan and the prior equity plan, Loews Corporation stock-based compensation consists of the following:

Stock appreciation rights (“SARs”) were granted under the prior equity plan.

The exercise price per share may not be less than the fair market value of the common stock on the date of grant.

Generally, SARs vested ratably over a four-year period and expire in ten years .

Time-based Restricted Stock Units:

Time-based restricted stock units (“RSUs”) are granted under the 2016 Loews Plan and represent the right to receive one share of Loews Corporation common stock for each vested RSU.

Generally, RSUs vest 50 % on the second anniversary of the grant date and 50 % on the third anniversary of the grant date.

Performance-based Restricted Stock Units:

Performance-based RSUs (“PSUs”) are granted under the 2016 Loews Plan and represent the right to receive one share of Loews Corporation common stock for each vested PSU, subject to the achievement of specified performance goals by the Company.

Generally, performance-based RSUs vest, if performance goals are satisfied, 50 % on the second anniversary of the grant date and 50 % on the third anniversary of the grant date.

In 2024, Loews Corporation granted an aggregate of 160,895 RSUs and PSUs at a weighted average grant-date fair value of $ 73.38 per unit.

No RSUs were forfeited during the year.

192,000 SARs were outstanding at December 31, 2024 with a weighted average exercise price of $ 38.59 .

The aggregate number of shares of Loews Corporation common stock authorized under the 2025 Loews Plan is 6,000,000 shares, plus up to 1,773,495 shares that were subject to outstanding awards and may be forfeited under the prior plan.

Loews Corporation stock-based compensation consists of time-based restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”), stock appreciation rights (“SARs”) and awards of common stock.

RSUs and PSUs represent the right to receive one share of Loews Corporation common stock for each vested award.

RSUs and PSUs vest 50 % on the second anniversary of the grant date and 50 % on the third anniversary of the grant date.

PSUs are also subject to the achievement of specified performance goals by the Company.

SARs represent the right to receive payment with respect to the difference, if any, between the value of a share of Loews Corporation common stock and the exercise price of the SAR on the exercise date.

SARs become exercisable seven years after the grant date and expire ten years after the grant date.

In 2025, Loews Corporation granted an aggregate of 136,092 RSUs and PSUs at a weighted average grant-date fair value of $ 84.92 per unit, 1,237,500 SARs with a weighted average exercise price of $ 161.11 per share and 5,462 shares of common stock with a weighted average grant-date fair value of $ 100.12 per share.

No RSUs were forfeited during the year and all 1,237,500 SARs remained outstanding at December 31, 2025.

The Company recognized compensation expense in connection with stock-based compensation that decreased net income by $ 41 million, $ 39 million and $ 36 million for the years ended December 31, 2025, 2024 and 2023.

CNA also maintains their own stock-based compensation plan.

Such amounts include Loews Corporation’s share of expense related to this plan.

CNA also maintains its own stock-based compensation plan.

CNA cedes insurance to reinsurers to limit its maximum loss, provide greater diversification of risk, minimize exposures on larger risks and to exit certain lines of business.

49 unchanged sentences

Earned premiums $ 14,315 $ 267 $ 5,102 $ 9,480 2.8 %

Included in the direct and ceded earned premiums for the years ended December 31, 2024, 2023 and 2022 are $ 2.7 billion, $ 2.9 billion and $ 3.3 billion related to property business that is 100 % reinsured under a significant third party captive program.

The third party captives that participate in this program are affiliated with the non-insurance company policyholders, therefore this program provides a means for the policyholders to self-insure this property risk.

Included in the direct and ceded earned premiums for the years ended December 31, 2025, 2024 and 2023 are $ 2.3 billion, $ 2.7 billion and $ 2.9 billion related to insurance policies supporting service contracts associated with portable electronic devices, which are 100 % reinsured under a significant third party warranty captive program.

The third-party captives that participate in this program are affiliated with the non-insurance company policyholders, therefore this program provides a means for the policyholders to self-insure the risk.

CNA receives and retains a ceding commission.

4 unchanged sentences

Loews Hotels & Co

On February 20, 2024, Jeanette Portillo filed a putative class action against Loews Hotels Holdings Corporation and other defendants in the United States District Court for the Western District of Washington.

On March 1, 2024.

Ryan Segal filed a putative class action against Loews Hotels Holdings Corporation and other defendants in the United States District Court for the Northern District of Illinois.

On February 20, 2024, Jeanette Portillo and other plaintiffs filed a putative class action against Loews Hotels Holdings Corporation and other defendants in the United States District Court for the Western District of Washington.

On March 1, 2024, Ryan Segal filed a putative class action against Loews Hotels Holdings Corporation and other defendants in the United States District Court for the Northern District of Illinois.

Both suits assert antitrust claims against defendants under the Sherman Act, 15 U.S.C.

§ 1, and allege that certain hotel chains, including Loews Hotels, engaged in a conspiracy to fix higher prices for hotel rooms.

Defendants jointly filed motions to dismiss the complaints in Portillo and Segal on May 17, 2024 and June 24,

2024, respectively.

Defendants await decisions in both cases.

The parties have agreed to stay discovery in both cases pending the courts’ rulings on these motions.

Defendants jointly filed motions to dismiss the complaints in Portillo and Segal on May 17, 2024 and June 24, 2024, respectively.

On March 31, 2025, the court granted the defendants’ motion to dismiss in Segal , and granted plaintiff leave to amend the complaint.

On April 28, 2025, Segal filed a third amended complaint alleging that

Loews Hotels & Co and other defendants violated the Sherman Act.

Defendants jointly filed a motion to dismiss the third amended complaint in Segal on June 12, 2025.

The court has not ruled on the motion to dismiss the third amended complaint in Segal.

On August 29, 2025, the court granted the defendants’ motion to dismiss in Portillo and granted plaintiffs leave to amend their complaint.

On October 3, 2025, plaintiffs in Portillo filed an amended class action complaint alleging violations of the Sherman Act by Loews Hotels & Co and others.

Defendants moved to dismiss the amended complaint in Portillo on November 3, 2025.

The court has not ruled on the motion to dismiss the amended complaint in Portillo .

Boardwalk Pipelines

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On October 21, 2024, the Plaintiffs appealed the Trial Court’s ruling on the remanded issues to the Supreme Court.

Briefing on the appeal is ongoing and is expected to be completed in March 2025.

Briefing on this appeal was completed in March 2025 and a hearing on this appeal occurred in June 2025.

On December 10, 2025, the Supreme Court affirmed in part and reversed in part the Trial Court’s ruling.

In its decision the Supreme Court found that the General Partner had breached the Limited Partnership Agreement in its exercise of the Purchase Right.

In its 2022 decision, the Supreme Court had previously determined that the General Partner was exculpated from damages.

The remaining claims that have been remanded by the Supreme Court to the Trial Court for further proceedings are tortious interference and unjust enrichment claims related to the exercise of the Purchase Right against the non-General Partner defendants.

Litigation is inherently uncertain, and the ultimate outcome of this matter cannot be predicted with certainty.

Based on currently available information, the Company is unable to reasonably estimate the amount of loss or range of loss, if any, associated with this matter.

Accordingly, no accrual has been recorded.

Although the Company is unable to estimate the amount of loss or range of loss at this time, it is possible that the resolution of this matter could be material to the Company’s consolidated financial position, results of operations and/or cash flows in a particular period.

The Company will continue to evaluate developments in this matter and will record an accrual if it is determined that a loss is probable and reasonably estimable.

Other Litigation

The Company is from time to time party to other litigation arising in the ordinary course of business.

While it is difficult to predict the outcome or effect of any litigation, management does not believe that the outcome of any pending litigation, including the matters described above, will materially affect the Company’s results of operations or equity.

While it is difficult to predict the outcome or effect of any litigation, management does not believe that the outcome of any pending litigation, including the Loews Hotels & Co matter described above, will materially affect the Company’s results of operations or equity.

Commitments and Contingencies

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CNA does not believe any payment is likely under these guarantees, as CNA is the beneficiary of a trust that must be maintained at a level that approximates the discounted reserves for these annuities.

Boardwalk Pipelines

Boardwalk Pipelines’ future capital commitments are comprised of binding commitments under purchase orders for materials ordered but not received.

As of December 31, 2025, the commitments totaled approximately $ 355 million , which are expected to be settled through 2028.

Loews Corporation has four reportable segments comprised of three individual consolidated operating subsidiaries, CNA, Boardwalk Pipelines and Loews Hotels & Co;

and the Corporate segment.

The Corporate segment is comprised of Loews Corporation, excluding its consolidated subsidiaries, and includes the equity method of accounting for Altium

The Corporate segment is comprised of Loews Corporation, excluding its consolidated subsidiaries, and includes the equity method of accounting for Altium Packaging.

Each of the consolidated operating subsidiaries is headed by a chief executive officer who is responsible for the operation of its business and has the duties and authority commensurate with that position.

CNA’s business is the sale of property and casualty insurance products and services, including surety, primarily through a network of independent agents, brokers and managing general underwriters.

CNA’s operations also include its long-term care business that is in run-off, certain corporate expenses, including interest on CNA’s corporate debt, and the results of certain property and casualty businesses in run-off, including CNA Re, A&EP, a legacy portfolio of EWC policies and certain legacy mass tort reserves.

CNA’s business is the sale of property and casualty insurance products and services, including surety, primarily through a network of independent agents, retail and wholesale brokers and managing general underwriters.

CNA’s operations also include its long-term care business that is in run-off, certain corporate expenses, including interest on CNA’s corporate debt, and the results of certain property and casualty businesses in run-off, including A&EP, a legacy portfolio of EWC policies and certain legacy mass tort reserves.

Boardwalk Pipelines operates in the midstream portion of the natural gas and NGLs industry, providing transportation and storage for those commodities.

It also provides ethane supply and transportation services for industrial customers in Louisiana and Texas.

It also provides ethane supply and transportation services for petrochemical customers in Louisiana and Texas.

Boardwalk Pipelines owns approximately 14,275 miles of natural gas and NGL pipelines and underground storage caverns.

Boardwalk Pipelines’ natural gas pipeline systems are located in the Gulf Coast region, Oklahoma, Arkansas, Tennessee, Kentucky, Illinois, Indiana and Ohio, and its NGL pipelines and storage facilities are located in Louisiana and Texas.

Loews Hotels & Co operates a chain of 25 hotels, 24 of which are in the United States and one of which is in Canada.

Eleven of these hotels are owned by Loews Hotels & Co, twelve are owned by joint ventures in which Loews Hotels & Co has noncontrolling equity interests and two are managed for unaffiliated owners.

Loews Hotels & Co operates a chain of 27 hotels in the United States.

Eleven of these hotels are owned by Loews Hotels & Co, fifteen are owned by joint ventures in which Loews Hotels & Co has noncontrolling equity interests and one is managed for an unaffiliated owner.

The Corporate segment consists of investment income from the Parent Company’s cash and investments, Parent Company interest expense and other unallocated Parent Company expenses.

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In the following tables certain financial measures are presented to provide information used by management to monitor the Company’s operating performance.

The Company’s CODM is the Chief Executive Officer.

The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer.

The CODM uses the trend of net income attributable to Loews Corporation from the most recent years to evaluate the performance of the segments and to make decisions regarding the allocation of capital.

The following schedules present the reportable segments of the Company and their contribution to the consolidated financial statements.

Amounts presented will not necessarily be the same as those in the individual financial statements of the Company’s subsidiaries due to adjustments for purchase accounting, income taxes and noncontrolling interests.

Amounts presented

will not necessarily be the same as those in the individual financial statements of the Company’s subsidiaries due to adjustments for purchase accounting, income taxes and noncontrolling interests.

Statements of Operations and Total assets by segment are presented in the following tables.

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Year Ended December 31, 2025

CNA Financial Boardwalk Pipelines Loews Hotels & Co Corporate Total

Insurance related administrative expenses $ 1,349 $ 1,349

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reflects expenses not directly related to insurance operations, which includes certain expenses related to non-insurance warranty business and claims services offerings, as well as foreign currency transaction gains and losses.

For 2024, this also includes a pension settlement charge of $ 367 million;

see Note 16 for more information.

Boardwalk Pipelines:

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Net investment income 2,497 $ 32 $ 9 $ 242 2,780

Investment gains (losses) ( 99 ) 46 ( 53 )

Investment losses ( 81 ) ( 81 )

Non-insurance warranty revenue 1,609 1,609

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Total 13,059 1,560 838 179 15,636

Income (loss) before income tax 1,518 373 200 ( 95 ) 1,996

Income tax (expense) benefit ( 313 ) ( 90 ) ( 53 ) 5 ( 451 )

Net income (loss) 1,205 283 147 ( 90 ) 1,545

Income before income tax 1,211 505 95 63 1,874

Income tax expense ( 252 ) ( 92 ) ( 25 ) ( 11 ) ( 380 )

Net income 959 413 70 52 1,494

Amounts attributable to noncontrolling interests ( 80 ) ( 80 )

Net income (loss) attributable to Loews Corporation $ 1,094 $ 283 $ 147 $ ( 90 ) $ 1,434

Net income attributable to Loews Corporation $ 879 $ 413 $ 70 $ 52 $ 1,414

December 31, 2024

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Year Ended December 31, 2024

Financial Boardwalk Pipelines Loews Hotels & Co Corporate Total

Insurance related administrative expenses $ 1,275 $ 1,275

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For 2024, this also includes a pension settlement charge of $ 367 million;

see Note 15 for more information.

Boardwalk Pipelines:

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general and administrative expenses.

For 2023, this also includes a pension settlement charge of $ 47 million;

see Note 16 for additional information.

Year Ended December 31, 2023

Financial (a) Boardwalk Pipelines Loews Hotels & Co Corporate Total

Financial Boardwalk Pipelines Loews Hotels & Co Corporate Total

(In millions)

Insurance premiums $ 9,480 $ 9,480

Net investment income (loss) 1,805 $ 3 $ 1 $ ( 7 ) 1,802

Investment losses ( 199 ) ( 199 )

Net investment income 2,264 $ 11 $ 6 $ 114 2,395

Investment gains (losses) ( 99 ) 46 ( 53 )

Non-insurance warranty revenue 1,624 1,624

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Net income (loss) attributable to Loews Corporation $ 1,094 $ 283 $ 147 $ ( 90 ) $ 1,434

(a) Significant segment expenses within Insurance claims and policyholders' benefits include catastrophe losses of $ 247 million and favorable development of $ 32 million.

(a) Significant segment expenses within Insurance claims and policyholders' benefits include catastrophe losses of $ 236 million and unfavorable development of $ 48 million.

Development does not include the effects of interest accretion and change in allowance for uncollectible reinsurance and deductible amounts.

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Year Ended December 31, 2023

Financial Boardwalk Pipelines Loews Hotels & Co Corporate Total

Insurance related administrative expenses $ 1,251 $ 1,251

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general and administrative expenses.

Subsequent Event

First Quarter 2025 California Wildfires Estimates

Pretax net catastrophe losses related to the California wildfires that occurred in January of 2025 are currently estimated between approximately $ 40 million and $ 70 million, and are anticipated to be reflected in the Company’s first quarter 2025 results.

For 2023, this also includes a pension settlement charge of $ 47 million;

see Note 15 for additional information.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data