A Dark Vector Cognition product

Item 1. FINANCIAL STATEMENTS

142K characters. Original on sec.gov · Markdown

Item 1. FINANCIAL STATEMENTS

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME (Unaudited)

(in millions, except per share amounts)

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Revenues
Premiums$11,135$10,704$32,766$31,073
Net investment income1,0339042,9052,635
Fee income127121370345
Net realized investment gains (losses)2755(28)25
Other revenues148120383337
Total revenues12,47011,90436,39634,415
Claims and expenses
Claims and claim adjustment expenses6,5946,99621,38921,025
Amortization of deferred acquisition costs1,8491,7905,4295,166
General and administrative expenses1,5721,4604,5764,344
Interest expense11198309294
Total claims and expenses10,12610,34431,70330,829
Income before income taxes2,3441,5604,6933,586
Income tax expense456300901669
Net income$1,888$1,260$3,792$2,917
Net income per share
Basic$8.37$5.50$16.69$12.68
Diluted$8.24$5.42$16.45$12.51
Weighted average number of common shares outstanding
Basic224.1227.4225.6228.3
Diluted227.5230.6228.9231.3
Cash dividends declared per common share$1.10$1.05$3.25$3.10

The accompanying notes are an integral part of the consolidated financial statements.

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHE****NSIVE INCOME (Unaudited)

(in millions)

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Net income$1,888$1,260$3,792$2,917
Other comprehensive income (loss):
Changes in net unrealized gains (losses) on investment securities:
Having no credit losses recognized in the consolidated statement of income1,3472,3702,1241,294
Having credit losses recognized in the consolidated statement of income—114
Net changes in benefit plan assets and obligations—(1)—(4)
Net changes in unrealized foreign currency translation(72)12021724
Other comprehensive income before income taxes1,2752,4902,3421,318
Income tax expense284513469280
Other comprehensive income, net of taxes9911,9771,8731,038
Comprehensive income$2,879$3,237$5,665$3,955

The accompanying notes are an integral part of the consolidated financial statements.

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(in millions)

September 30, 2025December 31, 2024
(Unaudited)
Assets
Fixed maturities, available for sale, at fair value (amortized cost $93,598 and $88,277; allowance for expected credit losses of $4 and $2)$91,113$83,666
Equity securities, at fair value (cost $506 and $544)692687
Real estate investments888902
Short-term securities6,7984,766
Other investments4,1934,202
Total investments103,68494,223
Cash (including restricted cash of $137 and $131)729699
Investment income accrued776752
Premiums receivable (net of allowance for expected credit losses of $58 and $58)11,62111,110
Reinsurance recoverables (net of allowance for estimated uncollectible reinsurance of $141 and $119)8,2988,000
Ceded unearned premiums1,6801,202
Deferred acquisition costs3,6913,494
Deferred taxes1,0351,762
Contractholder receivables (net of allowance for expected credit losses of $17 and $18)3,0983,171
Goodwill4,2714,233
Other intangible assets342360
Other assets4,4534,183
Total assets$143,678$133,189
Liabilities
Claims and claim adjustment expense reserves$67,705$64,093
Unearned premium reserves23,59622,289
Contractholder payables3,1153,189
Payables for reinsurance premiums946550
Debt9,2678,033
Other liabilities7,4407,171
Total liabilities112,069105,325
Shareholders’ equity
Common stock (1,750.0 shares authorized; 223.0 and 226.6 shares issued and outstanding)25,81725,452
Retained earnings52,68049,630
Accumulated other comprehensive loss(3,094)(4,967)
Treasury stock, at cost (570.1 and 564.3 shares)(43,794)(42,251)
Total shareholders’ equity31,60927,864
Total liabilities and shareholders’ equity$143,678$133,189

The accompanying notes are an integral part of the consolidated financial statements.

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

(in millions)

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Common stock
Balance, beginning of period$25,728$25,245$25,452$24,906
Employee share-based compensation3031166231
Compensation amortization under share-based plans and other changes5963199202
Balance, end of period25,81725,33925,81725,339
Retained earnings
Balance, beginning of period51,04146,77349,63045,591
Net income1,8881,2603,7922,917
Dividends(250)(243)(743)(720)
Other1(1)11
Balance, end of period52,68047,78952,68047,789
Accumulated other comprehensive loss, net of tax
Balance, beginning of period(4,085)(5,410)(4,967)(4,471)
Other comprehensive income9911,9771,8731,038
Balance, end of period(3,094)(3,433)(3,094)(3,433)
Treasury stock, at cost
Balance, beginning of period(43,166)(41,746)(42,251)(41,105)
Treasury stock acquired — share repurchase authorizations(625)(250)(1,375)(750)
Net shares acquired related to employee share-based compensation plans(3)(3)(168)(144)
Balance, end of period(43,794)(41,999)(43,794)(41,999)
Total shareholders’ equity$31,609$27,696$31,609$27,696
Common shares outstanding
Balance, beginning of period225.1227.9226.6228.2
Treasury stock acquired — share repurchase authorizations(2.3)(1.1)(5.1)(3.4)
Net shares issued under employee share-based compensation plans0.20.21.52.2
Balance, end of period223.0227.0223.0227.0

The accompanying notes are an integral part of the consolidated financial statements.

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(in millions)

Nine Months Ended September 30,
20252024
Cash flows from operating activities
Net income$3,792$2,917
Adjustments to reconcile net income to net cash provided by operating activities:
Net realized investment (gains) losses28(25)
Depreciation and amortization518552
Deferred federal income tax expense (benefit)268(102)
Amortization of deferred acquisition costs5,4295,166
Equity in income from other investments(169)(220)
Premiums receivable(485)(987)
Reinsurance recoverables(269)73
Deferred acquisition costs(5,616)(5,439)
Claims and claim adjustment expense reserves3,3883,067
Unearned premium reserves1,2451,904
Other(208)104
Net cash provided by operating activities7,9217,010
Cash flows from investing activities
Proceeds from maturities of fixed maturities8,7585,990
Proceeds from sales of investments:
Fixed maturities7791,475
Equity securities13193
Real estate investments—64
Other investments210211
Purchases of investments:
Fixed maturities(14,519)(12,360)
Equity securities(94)(80)
Real estate investments(23)(34)
Other investments(262)(283)
Net purchases of short-term securities(2,027)(342)
Securities transactions in the course of settlement368382
Acquisition, net of cash acquired—(382)
Other(398)(305)
Net cash used in investing activities(7,077)(5,571)
Cash flows from financing activities
Treasury stock acquired — share repurchase authorizations(1,369)(747)
Treasury stock acquired — net employee share-based compensation(125)(112)
Dividends paid to shareholders(737)(711)
Issuance of debt1,233—
Issuance of common stock — employee share options163245
Net cash used in financing activities(835)(1,325)
Effect of exchange rate changes on cash and restricted cash218
Net increase in cash and restricted cash30122
Cash and restricted cash at beginning of year699650
Cash and restricted cash at end of period$729$772
Supplemental disclosure of cash flow information
Income taxes paid$756$947
Interest paid$257$255

The accompanying notes are an integral part of the consolidated financial statements.

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. BASIS OF PRESENTATION AND ACCOUNTING POLICIES

Basis of Presentation

The interim consolidated financial statements include the accounts of The Travelers Companies, Inc. (together with its subsidiaries, the Company). These financial statements are prepared in conformity with U.S. generally accepted accounting principles (GAAP) and are unaudited. In the opinion of the Company’s management, all adjustments necessary for a fair presentation have been reflected. Certain financial information that is normally included in annual financial statements prepared in accordance with GAAP, but that is not required for interim reporting purposes, has been omitted. All material intercompany transactions and balances have been eliminated. The accompanying interim consolidated financial statements and related notes should be read in conjunction with the Company’s consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the Company’s 2024 Annual Report).

The preparation of the interim consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the interim consolidated financial statements and the reported amounts of revenues and claims and expenses during the reporting period. Actual results could differ from those estimates. To the extent that the Company changes its accounting for, or presentation of, items in the financial statements, the presentation of such amounts in prior periods is changed to conform to the current period presentation, if appropriate, and disclosed, if material.

On May 27, 2025, the Company entered into an agreement to sell its Canadian personal insurance business and the majority of its Canadian commercial insurance business to Definity Financial Corporation for approximately US$2.4 billion. The Company will retain its surety business in Canada. The sale is subject to regulatory approvals and customary closing conditions, and is expected to close in the first quarter of 2026.

Accounting Standards Not Yet Adopted

In September 2025, the Financial Accounting Standards Board (FASB) issued updated guidance on the accounting for internal-use software costs. The updated guidance removes all references to software development project stages so that the guidance is neutral to different software development methods and allows for the application of iterative software development methods such as agile. The updated guidance requires that an entity capitalize software costs when both: 1) management has authorized and committed to the funding of the software project, and 2) it is probable that the project will be completed, and the software will be used to perform its intended function. Additionally, the updated guidance clarifies that internal and external training costs and maintenance costs must be expensed as incurred.

The updated guidance is effective for the quarter ended March 31, 2028, and can be applied on a prospective, modified, or retrospective transition approach. Early adoption is permitted. The adoption of this guidance is not expected to have a material effect on the Company’s results of operations, financial position, or liquidity.

Enactment of the One Big Beautiful Bill Act of 2025

On July 4, 2025, the U.S. enacted a budget reconciliation package known as the One Big Beautiful Bill Act of 2025 (OBBBA) which includes both tax and non-tax provisions. The changes resulting from the tax provisions in OBBBA are not expected to have a material impact on the Company’s results of operations.

2. SEGMENT INFORMATION

Nature of Operations

The Company’s results are reported in the following three business segments — Business Insurance, Bond & Specialty Insurance and Personal Insurance. These segments reflect the manner in which the Company’s businesses are currently managed and represent an aggregation of products and services based on the type of customer, how the business is marketed and the manner in which risks are underwritten. For more information regarding the Company’s nature of operations, see the “Nature of Operations*”* section of note 1 of the notes to the consolidated financial statements in the Company’s 2024 Annual Report.

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

2. SEGMENT INFORMATION, Continued

The following tables summarize the components of the Company’s revenues, income and total assets by reportable business segments:

(for the three months ended September 30, in millions)Business InsuranceBond & Specialty InsurancePersonal InsuranceTotal Reportable Segments
2025
Premiums$5,700$1,042$4,393$11,135
Net investment income7271161901,033
Fee income114—13127
Other revenues111829148
Total segment revenues (1)6,6521,1664,62512,443
Claims and claim adjustment expenses3,6674512,4766,594
Amortization of deferred acquisition costs9731976791,849
General and administrative expenses8942074581,559
Income tax expense21161205477
Segment income (1)$907$250$807$1,964
2024
Premiums$5,474$1,009$4,221$10,704
Net investment income642101161904
Fee income109—12121
Other revenues89724120
Total segment revenues (1)6,3141,1174,41811,849
Claims and claim adjustment expenses3,6984412,8576,996
Amortization of deferred acquisition costs9301946661,790
General and administrative expenses8262034201,449
Income tax expense1625791310
Segment income (1)$698$222$384$1,304

(1)Segment revenues for reportable business segments exclude net realized investment gains (losses) and revenues included in “interest expense and other.” Segment income for reportable business segments excludes the after-tax impact of net realized investment gains (losses) and income (loss) from “interest expense and other.”

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

2. SEGMENT INFORMATION, Continued

(for the nine months ended September 30, in millions)Business InsuranceBond & Specialty InsurancePersonal InsuranceTotal Reportable Segments
2025
Premiums$16,710$3,058$12,998$32,766
Net investment income2,0453255352,905
Fee income333—37370
Other revenues2881976383
Total segment revenues (1)19,3763,40213,64636,424
Claims and claim adjustment expenses10,9561,3039,13021,389
Amortization of deferred acquisition costs2,8345792,0165,429
General and administrative expenses2,6166261,2984,540
Income tax expense567180235982
Segment income (1)$2,403$714$967$4,084
2024
Premiums$15,802$2,942$12,329$31,073
Net investment income1,8832854672,635
Fee income315—30345
Other revenues2432272337
Total segment revenues (1)18,2433,24912,89834,390
Claims and claim adjustment expenses10,5001,3429,18321,025
Amortization of deferred acquisition costs2,6555591,9525,166
General and administrative expenses2,4796151,2194,313
Income tax expense49114693730
Segment income (1)$2,118$587$451$3,156

(1)Segment revenues for reportable business segments exclude net realized investment gains (losses) and revenues included in “interest expense and other.” Segment income for reportable business segments excludes the after-tax impact of net realized investment gains (losses) and income (loss) from “interest expense and other.”

Prior year reserve development and catastrophe losses by reportable business segments were as follows:

(for the three months ended September 30, in millions)Business InsuranceBond & Specialty InsurancePersonal InsuranceTotal Reportable Segments
2025
Net favorable (unfavorable) prior year reserve development$(125)$43$104$22
Catastrophe losses$139$—$263$402
2024
Net favorable (unfavorable) prior year reserve development$(91)$36$181$126
Catastrophe losses$340$4$595$939

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

2. SEGMENT INFORMATION, Continued

(for the nine months ended September 30, in millions)Business InsuranceBond & Specialty InsurancePersonal InsuranceTotal Reportable Segments
2025
Net favorable prior year reserve development$28$191$496$715
Catastrophe losses$1,016$24$2,555$3,595
2024
Net favorable (unfavorable) prior year reserve development$(57)$84$420$447
Catastrophe losses$938$49$2,173$3,160

The following tables present the Company’s amortization and depreciation expense by reportable business segment (excluding the amortization of deferred acquisition costs which is disclosed separately in the table above with segment income by reportable business segment):

(for the three months ended September 30, in millions)20252024
Business Insurance$99$102
Bond & Specialty Insurance2121
Personal Insurance4450
Total$164$173
(for the nine months ended September 30, in millions)20252024
Business Insurance$312$330
Bond & Specialty Insurance6266
Personal Insurance139151
Total$513$547

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

2. SEGMENT INFORMATION, Continued

Business Segment Reconciliations

Three Months Ended September 30,Nine Months Ended September 30,
(in millions)2025202420252024
Revenue reconciliation
Earned premiums
Business Insurance:
Domestic:
Workers’ compensation$842$858$2,506$2,602
Commercial automobile1,0119152,9212,649
Commercial property9429152,8392,682
General liability9078712,6302,563
Commercial multi-peril1,4741,3744,3093,890
Other20215651
Total Domestic5,1964,95415,26114,437
International5045201,4491,365
Total Business Insurance5,7005,47416,71015,802
Bond & Specialty Insurance:
Domestic:
Fidelity and surety3783591,1031,049
General liability4634541,3741,317
Other6158178172
Total Domestic9028712,6552,538
International140138403404
Total Bond & Specialty Insurance1,0421,0093,0582,942
Personal Insurance:
Domestic:
Automobile1,9871,9735,9315,766
Homeowners and Other2,2392,0836,5636,069
Total Domestic4,2264,05612,49411,835
International167165504494
Total Personal Insurance4,3934,22112,99812,329
Total earned premiums11,13510,70432,76631,073
Net investment income1,0339042,9052,635
Fee income127121370345
Other revenues148120383337
Total segment revenues12,44311,84936,42434,390
Net realized investment gains (losses)2755(28)25
Total revenues$12,470$11,904$36,396$34,415
Income reconciliation, net of tax
Total segment income$1,964$1,304$4,084$3,156
Interest Expense and Other (1)(97)(86)(270)(257)
Core income1,8671,2183,8142,899
Net realized investment gains (losses)2142(22)18
Net income$1,888$1,260$3,792$2,917

(1)The primary component of Interest Expense and Other was after-tax interest expense of $88 million and $77 million for the three months ended September 30, 2025 and 2024, respectively, and $244 million and $232 million for the nine months ended September 30, 2025 and 2024, respectively.

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

2. SEGMENT INFORMATION, Continued

(in millions)September 30, 2025December 31, 2024
Asset reconciliation
Business Insurance$106,018$98,311
Bond & Specialty Insurance13,76712,628
Personal Insurance22,81721,138
Total assets by reportable segment142,602132,077
Other assets (1)1,0761,112
Total consolidated assets$143,678$133,189

(1)The primary components of other assets as of both September 30, 2025 and December 31, 2024 were the over-funded benefit plan assets related to the Company’s qualified domestic pension plan and other intangible assets.

3. INVESTMENTS

Fixed Maturities

The amortized cost and fair value of investments in fixed maturities classified as available for sale were as follows:

Amortized CostAllowance for Expected Credit LossesGross UnrealizedFair Value
(as of September 30, 2025, in millions)GainsLosses
U.S. Treasury securities and obligations of U.S. government and government agencies and authorities$4,084$—$15$86$4,013
Obligations of U.S. states, municipalities and political subdivisions:
Local general obligation21,171—1031,34219,932
Revenue9,677—426429,077
State general obligation1,019—555969
Pre-refunded324—31326
Total obligations of U.S. states, municipalities and political subdivisions32,191—1532,04030,304
Debt securities issued by foreign governments984—106988
Mortgage-backed securities, collateralized mortgage obligations and pass-through securities13,287—22515113,361
Corporate and all other bonds43,05244801,08142,447
Total$93,598$4$883$3,364$91,113

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

3. INVESTMENTS, Continued

Amortized CostAllowance for Expected Credit LossesGross UnrealizedFair Value
(as of December 31, 2024, in millions)GainsLosses
U.S. Treasury securities and obligations of U.S. government and government agencies and authorities$5,735$—$4$169$5,570
Obligations of U.S. states, municipalities and political subdivisions:
Local general obligation18,604—231,60417,023
Revenue9,268—167048,580
State general obligation1,081—2731,010
Pre-refunded573—23572
Total obligations of U.S. states, municipalities and political subdivisions29,526—432,38427,185
Debt securities issued by foreign governments917—513909
Mortgage-backed securities, collateralized mortgage obligations and pass-through securities12,888—5333612,605
Corporate and all other bonds39,21121181,93037,397
Total$88,277$2$223$4,832$83,666

Pre-refunded bonds of $326 million and $572 million as of September 30, 2025 and December 31, 2024, respectively, were bonds for which U.S. states or municipalities have established irrevocable trusts that are almost exclusively comprised of U.S. Treasury securities and obligations of U.S. government and government agencies and authorities. These trusts were created to fund the payment of principal and interest due under the bonds.

Proceeds from the sales of fixed maturities classified as available for sale were $779 million and $1.48 billion during the nine months ended September 30, 2025 and 2024, respectively. Gross gains of $1 million and $2 million and gross losses of $29 million and $57 million were realized on those sales during the nine months ended September 30, 2025 and 2024, respectively. Included in net realized investment gains (losses) for the nine months ended September 30, 2025 and 2024 were $20 million and $34 million, respectively, of losses resulting from the early redemption of fixed maturities by the issuer prior to the bonds’ maturity date.

Equity Securities

The cost and fair value of investments in equity securities were as follows:

(as of September 30, 2025, in millions)CostGross GainsGross LossesFair Value
Common stock$462$193$6$649
Non-redeemable preferred stock445643
Total$506$198$12$692
(as of December 31, 2024, in millions)CostGross GainsGross LossesFair Value
Common stock$500$150$11$639
Non-redeemable preferred stock444—48
Total$544$154$11$687

For the nine months ended September 30, 2025 and 2024, the Company recognized $41 million and $102 million of net gains on equity securities still held as of September 30, 2025 and 2024, respectively.

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

3. INVESTMENTS, Continued

Unrealized Investment Losses

The following tables summarize, for all fixed maturities classified as available for sale in an unrealized loss position as of September 30, 2025 and December 31, 2024, the aggregate fair value and gross unrealized loss by the length of time those securities have been continuously in an unrealized loss position. The fair value amounts reported in the tables are estimates that are prepared using the process described in note 4 herein and in note 4 of the notes to the consolidated financial statements in the Company’s 2024 Annual Report. The Company also relies upon estimates of several factors in its review and evaluation of individual investments, using the process described in note 1 of the notes to the consolidated financial statements in the Company’s 2024 Annual Report to determine whether a credit loss impairment exists.

Less than 12 months12 months or longerTotal
(as of September 30, 2025, in millions)Fair ValueGross Unrealized LossesFair ValueGross Unrealized LossesFair ValueGross Unrealized Losses
Fixed maturities
U.S. Treasury securities and obligations of U.S. government and government agencies and authorities$192$—$2,067$86$2,259$86
Obligations of U.S. states, municipalities and political subdivisions6,00616214,9171,87820,9232,040
Debt securities issued by foreign governments52—32763796
Mortgage-backed securities, collateralized mortgage obligations and pass-through securities1,03171,7731442,804151
Corporate and all other bonds1,8961019,4471,07121,3431,081
Total$9,177$179$38,531$3,185$47,708$3,364
Less than 12 months12 months or longerTotal
(as of December 31, 2024, in millions)Fair ValueGross Unrealized LossesFair ValueGross Unrealized LossesFair ValueGross Unrealized Losses
Fixed maturities
U.S. Treasury securities and obligations of U.S. government and government agencies and authorities$557$1$2,830$168$3,387$169
Obligations of U.S. states, municipalities and political subdivisions8,58416015,0072,22423,5912,384
Debt securities issued by foreign governments11314541256713
Mortgage-backed securities, collateralized mortgage obligations and pass-through securities7,3591481,4191888,778336
Corporate and all other bonds7,34114421,9991,78629,3401,930
Total$23,954$454$41,709$4,378$65,663$4,832

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

3. INVESTMENTS, Continued

The following tables summarize, for all fixed maturities reported at fair value for which fair value was less than 80% of amortized cost as of September 30, 2025 and December 31, 2024, the gross unrealized investment loss by length of time those securities have continuously been in an unrealized loss position of greater than 20% of amortized cost:

Period For Which Fair Value is Less Than 80% of Amortized Cost
(as of September 30, 2025, in millions)3 months or lessGreater than 3 months, 6 months or lessGreater than 6 months, 12 months or lessGreater than 12 monthsTotal
Fixed maturities
U.S. Treasury securities and obligations of U.S. government and government agencies and authorities$—$—$—$—$—
Obligations of U.S. states, municipalities and political subdivisions—2161641804
Debt securities issued by foreign governments—————
Mortgage-backed securities, collateralized mortgage obligations and pass-through securities—————
Corporate and all other bonds2—417
Total$2$2$165$642$811
Period For Which Fair Value is Less Than 80% of Amortized Cost
(as of December 31, 2024, in millions)3 months or lessGreater than 3 months, 6 months or lessGreater than 6 months, 12 months or lessGreater than 12 monthsTotal
Fixed maturities
U.S. Treasury securities and obligations of U.S. government and government agencies and authorities$—$—$—$—$—
Obligations of U.S. states, municipalities and political subdivisions366—436351,044
Debt securities issued by foreign governments—————
Mortgage-backed securities, collateralized mortgage obligations and pass-through securities58———58
Corporate and all other bonds13——316
Total$437$—$43$638$1,118

Increases in the applicable interest rates resulted in the gross unrealized investment losses disclosed in the tables above; however, the net unrealized loss is considered temporary in nature as the decrease in value is not due to credit impairments and there is no impact on expected contractual cash flows from fixed maturities.

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

3. INVESTMENTS, Continued

Impairment Charges

The following tables present changes in the allowance for expected credit losses on fixed maturities classified as available for sale for the category of Corporate and All Other Bonds (no other categories of fixed maturities currently have an allowance for expected credit losses):

Fixed Maturities
Corporate and All Other Bonds
As of and For the Three Months Ended
(in millions)September 30, 2025September 30, 2024
Balance, beginning of period$4$1
Additions for expected credit losses on securities where no credit losses were previously recognized——
Additions (reductions) for expected credit losses on securities where credit losses were previously recognized—(1)
Reductions due to sales/defaults of credit-impaired securities——
Reductions for impairments of securities which the Company intends to sell or more likely than not will be required to sell——
Balance, end of period$4$—
Fixed Maturities
Corporate and All Other Bonds
As of and For the Nine Months Ended
(in millions)September 30, 2025September 30, 2024
Balance, beginning of period$2$5
Additions for expected credit losses on securities where no credit losses were previously recognized23
Additions (reductions) for expected credit losses on securities where credit losses were previously recognized—(1)
Reductions due to sales/defaults of credit-impaired securities—(7)
Reductions for impairments of securities which the Company intends to sell or more likely than not will be required to sell——
Balance, end of period$4$—

Total net impairment charges, including credit impairments, reported in net realized investment gains (losses) in the consolidated statement of income were $0 million and $5 million for the three months ended September 30, 2025 and 2024, respectively, and $2 million and $8 million for the nine months ended September 30, 2025 and 2024, respectively. Credit losses related to the fixed maturity portfolio for both the three and nine months ended September 30, 2025 and 2024 represented less than 1% of the fixed maturity portfolio on a pre-tax basis and less than 1% of shareholders’ equity on an after-tax basis.

Other Investments

Included in other investments are private equity, hedge fund and real estate partnerships that are accounted for under the equity method of accounting and typically report their financial statement information to the Company one month to three months following the end of the reporting period. Accordingly, net investment income from these other investments is generally reflected in the Company’s financial statements on a quarter lag basis.

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

4. FAIR VALUE MEASUREMENTS

The Company’s estimates of fair value for financial assets and financial liabilities are based on the framework established in the fair value accounting guidance. The framework is based on the inputs used in valuation, gives the highest priority to quoted prices in active markets and requires that observable inputs be used in the valuations when available. The disclosure of fair value estimates in the fair value accounting guidance hierarchy is based on whether the significant inputs into the valuation are observable. In determining the level of the hierarchy in which the estimate is disclosed, the highest priority is given to unadjusted quoted prices in active markets and the lowest priority to unobservable inputs that reflect the Company’s significant market assumptions. The level in the fair value hierarchy within which the fair value measurement is reported is based on the lowest level input that is significant to the measurement in its entirety. The three levels of the hierarchy are as follows:

  • Level 1 - Unadjusted quoted market prices for identical assets or liabilities in active markets that the Company has the ability to access.

  • Level 2 - Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable (e.g., interest rates, yield curves, prepayment speeds, default rates, loss severities, etc.) or can be corroborated by observable market data.

  • Level 3 - Valuations based on models where significant inputs are not observable. The unobservable inputs reflect the Company’s own assumptions about the inputs that market participants would use.

Valuation of Investments Reported at Fair Value in Financial Statements

The Company utilized a pricing service to estimate fair value measurements for approximately 99% of its fixed maturities as of both September 30, 2025 and December 31, 2024.

While the vast majority of the Company’s fixed maturities are included in Level 2, the Company holds a number of corporate bonds which are not valued by the pricing service and estimates the fair value of these bonds using either another internal pricing matrix, a present value income approach or a broker quote (collectively, the other methodologies). The other methodologies include some unobservable inputs that are significant to the valuation. Due to the limited amount of observable market information available in the estimation of fair value, the Company includes the fair value estimates for bonds that are valued using the other methodologies in Level 3.

For certain investments in non-public common and preferred equity securities, the fair value estimate is determined either internally or by an external fund manager based on the impact of recent observable transactions on the investment, recent filings, operating results, balance sheet stability, growth and other business and market sector fundamentals. Due to the significant unobservable inputs in these valuations, the Company included the fair value estimate of $31 million and $37 million for these investments as of September 30, 2025 and December 31, 2024, respectively, in the amounts disclosed in Level 3.

For more information regarding the valuation of the Company’s fixed maturities, equity securities and other investments, see note 4 of the notes to the consolidated financial statements in the Company’s 2024 Annual Report.

Fair Value Hierarchy

The following tables present the level within the fair value hierarchy at which the Company’s financial assets and financial liabilities are measured on a recurring basis.

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

4. FAIR VALUE MEASUREMENTS, Continued

(as of September 30, 2025, in millions)TotalLevel 1Level 2Level 3
Invested assets:
Fixed maturities
U.S. Treasury securities and obligations of U.S. government and government agencies and authorities$4,013$4,013$—$—
Obligations of U.S. states, municipalities and political subdivisions30,304—30,304—
Debt securities issued by foreign governments988—988—
Mortgage-backed securities, collateralized mortgage obligations and pass-through securities13,361—13,3583
Corporate and all other bonds42,4471342,098336
Total fixed maturities91,1134,02686,748339
Equity securities
Common stock649642—7
Non-redeemable preferred stock4316324
Total equity securities692658331
Other investments2222——
Total$91,827$4,706$86,751$370
(as of December 31, 2024, in millions)TotalLevel 1Level 2Level 3
Invested assets:
Fixed maturities
U.S. Treasury securities and obligations of U.S. government and government agencies and authorities$5,570$5,570$—$—
Obligations of U.S. states, municipalities and political subdivisions27,185—27,185—
Debt securities issued by foreign governments909—909—
Mortgage-backed securities, collateralized mortgage obligations and pass-through securities12,605—12,6023
Corporate and all other bonds37,397—37,151246
Total fixed maturities83,6665,57077,847249
Equity securities
Common stock639631—8
Non-redeemable preferred stock4816329
Total equity securities687647337
Other investments2020——
Total$84,373$6,237$77,850$286

A corporate and all other bonds investment totaling $133 million that had been valued using observable market inputs as of December 31, 2024 and disclosed in Level 2, was valued using a broker quote as of September 30, 2025 and transferred into Level 3 during the nine months ended September 30, 2025. There was no other significant activity in Level 3 of the hierarchy during the nine months ended September 30, 2025.

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

4. FAIR VALUE MEASUREMENTS, Continued

Financial Instruments Disclosed, But Not Carried, At Fair Value

The following tables present the carrying value and fair value of the Company’s financial assets and financial liabilities disclosed, but not carried, at fair value, and the level within the fair value hierarchy at which such assets and liabilities are categorized.

(as of September 30, 2025, in millions)Carrying ValueFair ValueLevel 1Level 2Level 3
Financial assets
Short-term securities$6,798$6,798$1,139$5,612$47
Financial liabilities
Debt$9,167$8,597$—$8,597$—
Commercial paper100100—100—
(as of December 31, 2024, in millions)Carrying ValueFair ValueLevel 1Level 2Level 3
Financial assets
Short-term securities$4,766$4,766$1,933$2,788$45
Financial liabilities
Debt$7,933$7,095$—$7,095$—
Commercial paper100100—100—

The Company had no material assets or liabilities that were measured at fair value on a non-recurring basis during the nine months ended September 30, 2025 or the year ended December 31, 2024.

5. ALLOWANCE FOR EXPECTED CREDIT LOSSES

Premiums Receivable

The following tables present the balances of premiums receivable, net of the allowance for expected credit losses, as of September 30, 2025 and 2024, and the changes in the allowance for expected credit losses for the three and nine months ended September 30, 2025 and 2024.

As of and For the Three Months Ended September 30, 2025As of and For the Three Months Ended September 30, 2024
(in millions)Premiums Receivable, Net of Allowance for Expected Credit LossesAllowance for Expected Credit LossesPremiums Receivable, Net of Allowance for Expected Credit LossesAllowance for Expected Credit Losses
Balance, beginning of period$12,042$61$11,491$69
Current period change for expected credit losses1316
Write-offs of uncollectible premiums receivable1615
Balance, end of period$11,621$58$11,271$70

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

5. ALLOWANCE FOR EXPECTED CREDIT LOSSES, Continued

As of and For the Nine Months Ended September 30, 2025As of and For the Nine Months Ended September 30, 2024
(in millions)Premiums Receivable, Net of Allowance for Expected Credit LossesAllowance for Expected Credit LossesPremiums Receivable, Net of Allowance for Expected Credit LossesAllowance for Expected Credit Losses
Balance, beginning of period$11,110$58$10,282$69
Current period change for expected credit losses4841
Write-offs of uncollectible premiums receivable4840
Balance, end of period$11,621$58$11,271$70

Reinsurance Recoverables

The following tables present the balances of reinsurance recoverables, net of the allowance for estimated uncollectible reinsurance, as of September 30, 2025 and 2024, and the changes in the allowance for estimated uncollectible reinsurance for the three and nine months ended September 30, 2025 and 2024.

As of and For the Three Months Ended September 30, 2025As of and For the Three Months Ended September 30, 2024
(in millions)Reinsurance Recoverables, Net of Allowance for Estimated Uncollectible ReinsuranceAllowance for Estimated Uncollectible ReinsuranceReinsurance Recoverables, Net of Allowance for Estimated Uncollectible ReinsuranceAllowance for Estimated Uncollectible Reinsurance
Balance, beginning of period$8,059$127$8,132$117
Current period change for estimated uncollectible reinsurance143
Write-offs of uncollectible reinsurance recoverables——
Balance, end of period$8,298$141$8,075$120
As of and For the Nine Months Ended September 30, 2025As of and For the Nine Months Ended September 30, 2024
(in millions)Reinsurance Recoverables, Net of Allowance for Estimated Uncollectible ReinsuranceAllowance for Estimated Uncollectible ReinsuranceReinsurance Recoverables, Net of Allowance for Estimated Uncollectible ReinsuranceAllowance for Estimated Uncollectible Reinsurance
Balance, beginning of period$8,000$119$8,143$118
Current period change for estimated uncollectible reinsurance222
Write-offs of uncollectible reinsurance recoverables——
Balance, end of period$8,298$141$8,075$120

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

5. ALLOWANCE FOR EXPECTED CREDIT LOSSES, Continued

Of the total reinsurance recoverables as of September 30, 2025, $6.19 billion, or 88%, were rated by A.M. Best Company, after deducting mandatory pools and associations and before allowances for estimated uncollectible reinsurance. The Company utilizes updated A.M. Best credit ratings on a quarterly basis when determining the allowance. Of the total rated by A.M. Best Company, 95% were rated A- or better. The remaining 12% of reinsurance recoverables comprised the following: 6% related to captive insurance companies, 1% related to the Company’s participation in voluntary pools and 5% were balances from other companies not rated by A.M. Best Company. Certain of the Company’s reinsurance recoverables are collateralized by letters of credit, funds held or trust agreements.

Contractholder Receivables

The following tables present the balances of contractholder receivables, net of the allowance for expected credit losses, as of September 30, 2025 and 2024, and the changes in the allowance for expected credit losses for the three and nine months ended September 30, 2025 and 2024.

As of and For the Three Months Ended September 30, 2025As of and For the Three Months Ended September 30, 2024
(in millions)Contractholder Receivables, Net of Allowance for Expected Credit LossesAllowance for Expected Credit LossesContractholder Receivables, Net of Allowance for Expected Credit LossesAllowance for Expected Credit Losses
Balance, beginning of period$3,095$17$3,274$18
Current period change for expected credit losses——
Write-offs of uncollectible contractholder receivables——
Balance, end of period$3,098$17$3,292$18
As of and For the Nine Months Ended September 30, 2025As of and For the Nine Months Ended September 30, 2024
(in millions)Contractholder Receivables, Net of Allowance for Expected Credit LossesAllowance for Expected Credit LossesContractholder Receivables, Net of Allowance for Expected Credit LossesAllowance for Expected Credit Losses
Balance, beginning of period$3,171$18$3,249$20
Current period change for expected credit losses(1)(2)
Write-offs of uncollectible contractholder receivables——
Balance, end of period$3,098$17$3,292$18

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

6. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

The following table presents the carrying amount of the Company’s goodwill by segment. Each reportable segment includes goodwill associated with the Company’s international business which is subject to the impact of changes in foreign currency exchange rates.

(in millions)September 30, 2025December 31, 2024
Business Insurance$2,601$2,572
Bond & Specialty Insurance838834
Personal Insurance806801
Other2626
Total$4,271$4,233

Other Intangible Assets

The following tables present a summary of the Company’s other intangible assets by major asset class.

(as of September 30, 2025, in millions)Gross Carrying AmountAccumulated AmortizationNet
Subject to amortization
Customer-related$186$89$97
Contract-based2041986
Marketing-related18513
Total subject to amortization408292116
Not subject to amortization226—226
Total$634$292$342
(as of December 31, 2024, in millions)Gross Carrying AmountAccumulated AmortizationNet
Subject to amortization
Customer-related$185$74$111
Contract-based2041968
Marketing-related18315
Total subject to amortization407273134
Not subject to amortization226—226
Total$633$273$360

7. INSURANCE CLAIM RESERVES

Claims and claim adjustment expense reserves were as follows:

(in millions)September 30, 2025December 31, 2024
Property-casualty$67,701$64,088
Accident and health45
Total$67,705$64,093

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

7. INSURANCE CLAIM RESERVES, Continued

The following table presents a reconciliation of beginning and ending property casualty reserve balances for claims and claim adjustment expenses:

Nine Months Ended September 30,
(in millions)20252024
Claims and claim adjustment expense reserves at beginning of year$64,088$61,621
Less reinsurance recoverables on unpaid losses7,6697,817
Net reserves at beginning of year56,41953,804
Estimated claims and claim adjustment expenses for claims arising in the current year21,95921,276
Estimated decrease in claims and claim adjustment expenses for claims arising in prior years(648)(321)
Total increases21,31120,955
Claims and claim adjustment expense payments for claims arising in:
Current year7,5977,255
Prior years10,62310,545
Total payments18,22017,800
Unrealized foreign exchange loss20438
Net reserves at end of period59,71456,997
Plus reinsurance recoverables on unpaid losses7,9877,744
Claims and claim adjustment expense reserves at end of period$67,701$64,741

Gross claims and claim adjustment expense reserves as of September 30, 2025 increased by $3.61 billion from December 31, 2024, primarily reflecting the impacts of (i) catastrophe losses in the first nine months of 2025, (ii) higher volumes of insured exposures and (iii) loss cost trends for the current accident year, partially offset by (iv) claim payments made during the first nine months of 2025 and (v) net favorable prior year reserve development.

Prior Year Reserve Development

The following disclosures regarding reserve development are on a “net of reinsurance” basis.

For the nine months ended September 30, 2025 and 2024, estimated claims and claim adjustment expenses incurred included $648 million and $321 million, respectively, of net favorable development for claims arising in prior years, including $715 million and $447 million, respectively, of net favorable prior year reserve development, and $32 million and $33 million, respectively, of accretion of discount.

Business Insurance. Net unfavorable prior year reserve development in the third quarter of 2025 totaled $125 million, primarily driven by an addition to asbestos reserves of $277 million, partially offset by better than expected loss experience in the workers’ compensation product line for multiple accident years. Net unfavorable prior year reserve development in the third quarter of 2024 totaled $91 million, primarily driven by an addition to asbestos reserves of $242 million, partially offset by better than expected loss experience in the workers’ compensation product line for multiple accident years.

Net favorable prior year reserve development in the first nine months of 2025 totaled $28 million, primarily driven by better than expected loss experience in the workers’ compensation product line for multiple accident years, partially offset by an addition to reserves related to run-off operations, including an addition to asbestos reserves of $277 million. Net unfavorable prior year reserve development in the first nine months of 2024 totaled $57 million, primarily driven by (i) higher than expected loss experience in the general liability product line (excluding asbestos) for recent accident years, (ii) an addition to asbestos reserves of $242 million and (iii) an addition to reserves related to run-off operations, partially offset by (iv) better than expected loss experience in the workers’ compensation product line for multiple accident years.

Bond & Specialty Insurance. Net favorable prior year reserve development in the third quarter and first nine months of 2025 totaled $43 million and $191 million, respectively, primarily driven by better than expected loss experience in the fidelity and surety product line for recent accident years. Net favorable prior year reserve development in the third quarter and first nine months of 2024 totaled $36 million and $84 million, respectively, primarily driven by better than expected loss experience in the fidelity and surety product line for recent accident years.

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

7. INSURANCE CLAIM RESERVES, Continued

Personal Insurance. Net favorable prior year reserve development in the third quarter of 2025 totaled $104 million, primarily driven by better than expected loss experience in the automobile product line for recent accident years. Net favorable prior year reserve development in the first nine months of 2025 totaled $496 million, primarily driven by better than expected loss experience in both the automobile and homeowners and other product lines for recent accident years. Net favorable prior year reserve development in the third quarter and first nine months of 2024 totaled $181 million and $420 million, respectively, primarily driven by better than expected loss experience in both the homeowners and other and automobile product lines for recent accident years.

8. OTHER COMPREHENSIVE INCOME (LOSS) AND ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following tables present the changes in the Company’s accumulated other comprehensive income (loss) (AOCI) for the three and nine months ended September 30, 2025.

Changes in Net Unrealized Gains (Losses) on Investment Securities
(in millions)Having No Credit Losses Recognized in the Consolidated Statement of IncomeHaving Credit Losses Recognized in the Consolidated Statement of IncomeNet Benefit Plan Assets and Obligations Recognized in Shareholders’ EquityNet Unrealized Foreign Currency TranslationTotal Accumulated Other Comprehensive Income (Loss)
Balance, June 30, 2025$(3,216)$185$(224)$(830)$(4,085)
Other comprehensive income (loss) (OCI) before reclassifications, net of tax1,059——(70)989
Amounts reclassified from AOCI, net of tax2———2
Net OCI, current period1,061——(70)991
Balance, September 30, 2025$(2,155)$185$(224)$(900)$(3,094)
Changes in Net Unrealized Gains (Losses) on Investment Securities
(in millions)Having No Credit Losses Recognized in the Consolidated Statement of IncomeHaving Credit Losses Recognized in the Consolidated Statement of IncomeNet Benefit Plan Assets and Obligations Recognized in Shareholders’ EquityNet Unrealized Foreign Currency TranslationTotal Accumulated Other Comprehensive Income (Loss)
Balance, December 31, 2024$(3,824)$184$(224)$(1,103)$(4,967)
Other comprehensive income (loss) (OCI) before reclassifications, net of tax1,6291—2031,833
Amounts reclassified from AOCI, net of tax40———40
Net OCI, current period1,6691—2031,873
Balance, September 30, 2025$(2,155)$185$(224)$(900)$(3,094)

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

8. OTHER COMPREHENSIVE INCOME (LOSS) AND ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS), Continued

The following table presents the pre-tax components of the Company’s other comprehensive income (loss) and the related income tax expense (benefit).

Three Months Ended September 30,Nine Months Ended September 30,
(in millions)2025202420252024
Changes in net unrealized gains (losses) on investment securities:
Having no credit losses recognized in the consolidated statement of income$1,347$2,370$2,124$1,294
Income tax expense286506455279
Net of taxes1,0611,8641,6691,015
Having credit losses recognized in the consolidated statement of income—114
Income tax expense———1
Net of taxes—113
Net changes in benefit plan assets and obligations—(1)—(4)
Income tax benefit———(1)
Net of taxes—(1)—(3)
Net changes in unrealized foreign currency translation(72)12021724
Income tax expense (benefit)(2)7141
Net of taxes(70)11320323
Total other comprehensive income1,2752,4902,3421,318
Total income tax expense284513469280
Total other comprehensive income, net of taxes$991$1,977$1,873$1,038

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

8. OTHER COMPREHENSIVE INCOME (LOSS) AND ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS), Continued

The following table presents the pre-tax and related income tax (expense) benefit components of the amounts reclassified from the Company’s AOCI to the Company’s consolidated statement of income.

Three Months Ended September 30,Nine Months Ended September 30,
(in millions)2025202420252024
Reclassification adjustments related to unrealized gains (losses) on investment securities:
Having no credit losses recognized in the consolidated statement of income (1)$2$17$50$92
Income tax benefit (2)—31019
Net of taxes2144073
Having credit losses recognized in the consolidated statement of income (1)————
Income tax benefit (2)————
Net of taxes————
Reclassification adjustment related to benefit plan assets and obligations:
Claims and claim adjustment expenses (benefit) (3)———(1)
General and administrative expenses (benefit) (3)—(1)—(3)
Total—(1)—(4)
Income tax expense (2)—(1)—(1)
Net of taxes———(3)
Reclassification adjustment related to foreign currency translation (1)————
Income tax benefit (2)————
Net of taxes————
Total reclassifications2165088
Total income tax benefit—21018
Total reclassifications, net of taxes$2$14$40$70

(1)(Increases) decreases net realized investment gains (losses) on the consolidated statement of income.

(2)(Increases) decreases income tax expense on the consolidated statement of income.

(3)Increases (decreases) expenses on the consolidated statement of income.

9. DEBT

2025 Debt Issuance. On July 24, 2025, the Company issued a total of $1.25 billion of debt in two tranches:

  • $500 million aggregate principal amount of 5.05% senior notes that will mature on July 24, 2035 (the “2035 notes”), and

  • $750 million aggregate principal amount of 5.70% senior notes that will mature on July 24, 2055 (the “2055 notes” and together with the 2035 notes, the “senior notes”).

The net proceeds of the issuance, after deducting the underwriting discount and expenses payable by the Company, totaled approximately $1.23 billion. Interest on the senior notes is payable semi-annually in arrears on January 24 and July 24, beginning on January 24, 2026.

The 2035 notes may be redeemed prior to April 24, 2035, in whole or in part, at the Company’s option, at any time or from time to time, at a redemption price equal to the greater of (a) 100% of the principal amount of any 2035 notes to be redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest to but excluding April 24, 2035 on any 2035 notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate (as

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

9. DEBT, Continued

defined in the 2035 notes), plus 15 basis points. On or after April 24, 2035, the 2035 notes may be redeemed, in whole or in part, at the Company’s option, at any time or from time to time, at a redemption price equal to 100% of the principal amount of any 2035 notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

The 2055 notes may be redeemed prior to January 24, 2055, in whole or in part, at the Company’s option, at any time or from time to time, at a redemption price equal to the greater of (a) 100% of the principal amount of any 2055 notes to be redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest to but excluding January 24, 2055 on any 2055 notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate (as defined in the 2055 notes), plus 15 basis points. On or after January 24, 2055, the 2055 notes may be redeemed, in whole or in part, at the Company’s option, at any time or from time to time, at a redemption price equal to 100% of the principal amount of any 2055 notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

10. COMMON SHARE REPURCHASES

During the three and nine months ended September 30, 2025, the Company repurchased 2.3 million and 5.1 million common shares, respectively, under its share repurchase authorizations for total cost of $625 million and $1.38 billion, respectively. The average cost per share repurchased was $271.76 and $268.28, respectively. In addition, the Company acquired 10,402 shares and 0.7 million common shares for a total cost of $3 million and $168 million during the three and nine months ended September 30, 2025, respectively, that were not part of its publicly announced share repurchase authorizations. These shares consisted of shares retained to cover payroll withholding taxes in connection with the vesting of restricted stock unit awards and performance share awards, and shares used by employees to cover the exercise price, as well as the related payroll withholding taxes, with respect to certain stock options that were exercised. Included in the cost of treasury stock acquired pursuant to common share repurchases is the 1% excise tax imposed on common share repurchase activity, net of common share issuances, as part of the Inflation Reduction Act of 2022. As of September 30, 2025, the Company had $3.67 billion of capacity remaining under its share repurchase authorizations.

11. EARNINGS PER SHARE

The following is a reconciliation of the income and share data used in the basic and diluted earnings per share computations for the periods presented:

Three Months Ended September 30,Nine Months Ended September 30,
(in millions, except per share amounts)2025202420252024
Basic and Diluted
Net income, as reported$1,888$1,260$3,792$2,917
Participating share-based awards — allocated income(13)(10)(27)(22)
Net income available to common shareholders — basic and diluted$1,875$1,250$3,765$2,895
Common Shares
Basic
Weighted average shares outstanding224.1227.4225.6228.3
Diluted
Weighted average shares outstanding224.1227.4225.6228.3
Weighted average effects of dilutive securities — stock options and performance shares3.43.23.33.0
Total227.5230.6228.9231.3
Net Income per Common Share
Basic$8.37$5.50$16.69$12.68
Diluted$8.24$5.42$16.45$12.51

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

12. SHARE-BASED INCENTIVE COMPENSATION

The following information relates to fully vested stock option awards as of September 30, 2025:

Stock OptionsNumberWeighted Average Exercise PriceWeighted Average Contractual Life RemainingAggregate Intrinsic Value ($ in millions)
Vested at end of period (1)5,804,107$159.985.4 years$692
Exercisable at end of period4,388,364$142.964.5 years$598

(1)Represents awards for which the requisite service has been rendered, including those that are retirement eligible.

The total compensation cost for all share-based incentive compensation awards recognized in earnings was $59 million and $63 million for the three months ended September 30, 2025 and 2024, respectively, and $199 million and $202 million for the nine months ended September 30, 2025 and 2024, respectively. The related tax benefits recognized in the consolidated statement of income were $11 million for both the three months ended September 30, 2025 and 2024, and $33 million for both the nine months ended September 30, 2025 and 2024.

The total unrecognized compensation cost related to all nonvested share-based incentive compensation awards as of September 30, 2025 was $310 million, which is expected to be recognized over a weighted-average period of 1.9 years.

13. PENSION PLANS, RETIREMENT BENEFITS AND SAVINGS PLANS

The following table summarizes the components of net periodic benefit cost (benefit) for the Company’s pension and postretirement benefit plans recognized in the consolidated statement of income for the three months ended September 30, 2025 and 2024.

Pension PlansPostretirement Benefit Plans
(for the three months ended September 30, in millions)2025202420252024
Net Periodic Benefit Cost (Benefit):
Service cost$28$29$—$—
Non-service cost (benefit):
Interest cost on benefit obligation444311
Expected return on plan assets(71)(74)——
Amortization of unrecognized:
Prior service benefit————
Net actuarial (gain) loss42(3)(3)
Total non-service cost (benefit)(23)(29)(2)(2)
Net periodic benefit cost (benefit)$5$—$(2)$(2)

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

13. PENSION PLANS, RETIREMENT BENEFITS AND SAVINGS PLANS, Continued

The following table indicates the line items in which the respective service cost and non-service cost (benefit) are presented in the consolidated statement of income for the three months ended September 30, 2025 and 2024.

Pension PlansPostretirement Benefit Plans
(for the three months ended September 30, in millions)2025202420252024
Service Cost:
Claims and claim adjustment expenses$11$11$—$—
General and administrative expenses1718——
Total service cost2829——
Non-Service Cost (Benefit):
Claims and claim adjustment expenses(9)(11)(1)—
General and administrative expenses(14)(18)(1)(2)
Total non-service cost (benefit)(23)(29)(2)(2)
Net periodic benefit cost (benefit)$5$—$(2)$(2)

The following table summarizes the components of net periodic benefit cost (benefit) for the Company’s pension and postretirement benefit plans recognized in the consolidated statement of income for the nine months ended September 30, 2025 and 2024.

Pension PlansPostretirement Benefit Plans
(for the nine months ended September 30, in millions)2025202420252024
Net Periodic Benefit Cost (Benefit):
Service cost$85$87$—$—
Non-service cost (benefit):
Interest cost on benefit obligation13212923
Expected return on plan assets(211)(223)——
Amortization of unrecognized:
Prior service benefit——(1)(2)
Net actuarial (gain) loss115(9)(7)
Total non-service cost (benefit)(68)(89)(8)(6)
Net periodic benefit cost (benefit)$17$(2)$(8)$(6)

The following table indicates the line items in which the respective service cost and non-service cost (benefit) are presented in the consolidated statement of income for the nine months ended September 30, 2025 and 2024.

Pension PlansPostretirement Benefit Plans
(for the nine months ended September 30, in millions)2025202420252024
Service Cost:
Claims and claim adjustment expenses$33$34$—$—
General and administrative expenses5253——
Total service cost8587——
Non-Service Cost (Benefit):
Claims and claim adjustment expenses(26)(34)(3)(2)
General and administrative expenses(42)(55)(5)(4)
Total non-service cost (benefit)(68)(89)(8)(6)
Net periodic benefit cost (benefit)$17$(2)$(8)$(6)

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

14. LEASES

The Company enters into lease agreements for real estate that is primarily used for office space in the ordinary course of business. These leases are accounted for as operating leases, whereby lease expense is recognized on a straight-line basis over the term of the lease, and a right-of-use asset and lease liability is recognized as part of other assets and other liabilities, respectively, in the consolidated balance sheet.

Most leases include an option to extend or renew the lease term. The exercise of the renewal option is at the Company’s discretion. The operating lease liability includes lease payments related to options to extend or renew the lease term if the Company is reasonably certain of exercising those options. The Company, in determining the present value of lease payments, utilizes either the rate implicit in the lease, if that rate is readily determinable, or the Company’s incremental secured borrowing rate commensurate with the term of the underlying lease.

Lease expense is included in general and administrative expenses in the consolidated statement of income. Additional information regarding the Company’s real estate operating leases is as follows:

Three Months Ended September 30,Nine Months Ended September 30,
(in millions)2025202420252024
Lease cost
Operating leases$16$18$48$56
Short-term leases (1)1122
Lease expense17195058
Less: sublease income (2)————
Net lease cost$17$19$50$58
Other information on operating leases
Cash payments to settle a lease liability reported in cash flows$19$18$55$60
Right-of-use assets obtained in exchange for new lease liabilities$9$31$25$45
Weighted average discount rate4.00%3.32%4.00%3.32%
Weighted average remaining lease term5.4 years4.2 years5.4 years4.2 years

(1)Leases with a term of twelve months or less are not recorded on the consolidated balance sheet.

(2)Sublease income consists of rent from third parties of office space and is recognized as part of other revenues in the consolidated statement of income.

15. CONTINGENCIES, COMMITMENTS AND GUARANTEES

Contingencies

The major pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the Company or any of its subsidiaries is a party or to which any of the Company’s properties is subject are described below.

Asbestos Claims and Litigation

In the ordinary course of its insurance business, the Company has received and continues to receive claims for insurance arising under policies issued by the Company asserting alleged injuries and damages from asbestos-related exposures that are the subject of related coverage litigation. The Company is defending asbestos-related litigation vigorously and believes that it has meritorious defenses; however, the outcomes of these disputes are uncertain. In this regard, the Company employs dedicated specialists and comprehensive resolution strategies to manage asbestos loss exposure, including settling litigation under appropriate circumstances. Currently, it is not possible to predict legal outcomes and their impact on future loss development for claims and litigation relating to asbestos claims. Any such development could be affected by future court decisions and interpretations, as well as future changes, if any, in applicable legislation. Because of these uncertainties, additional liabilities may arise for amounts in excess of the Company’s current insurance reserves. In addition, the Company’s estimate of ultimate

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

15. CONTINGENCIES, COMMITMENTS AND GUARANTEES, Continued

claims and claim adjustment expenses may change. These additional liabilities or changes in estimates, or a range of either, cannot now be reasonably estimated and could result in income statement charges that could be material to the Company’s results of operations in future periods.

Other Proceedings Not Arising Under Insurance Contracts or Reinsurance Agreements

The Company is involved in other lawsuits, including lawsuits alleging extra-contractual damages relating to insurance contracts or reinsurance agreements, that do not arise under insurance contracts or reinsurance agreements. The legal costs associated with such lawsuits are expensed in the period in which the costs are incurred. Based upon currently available information, the Company does not believe it is reasonably possible that any such lawsuit or related lawsuits would be material to the Company’s results of operations or would have a material adverse effect on the Company’s financial position or liquidity.

Other Commitments and Guarantees

Commitments

Investment Commitments — The Company has unfunded commitments to private equity limited partnerships, real estate partnerships and other investments. These commitments totaled $1.37 billion and $1.49 billion as of September 30, 2025 and December 31, 2024, respectively.

Guarantees

The maximum amount of the Company’s contingent obligation for indemnifications related to the sale of businesses that are quantifiable was $352 million as of September 30, 2025.

The maximum amount of the Company’s obligation related to the guarantee of certain insurance policy obligations of a former insurance subsidiary was $480 million as of September 30, 2025, all of which is indemnified by a third party. For more information regarding the Company’s guarantees, see note 17 of the notes to the consolidated financial statements in the Company’s 2024 Annual Report.

16. NONCASH INVESTING AND FINANCING ACTIVITIES

The Company issued common stock during the nine months ended September 30, 2025 and 2024 in connection with its stock compensation plan which resulted in noncash financing transactions totaling $43 million and $32 million, respectively, from the net share settlement of employee stock options. In an unrelated transaction, the Company received a beneficial interest totaling $32 million in a noncash investing activity related to the restructuring of the Massachusetts Property Insurance Underwriting Association, a FAIR Plan, during the nine months ended September 30, 2024. For additional information, see note 18 of the notes to the consolidated financial statements in the Company’s 2024 Annual Report. There were no other material noncash investing or financing activities during the nine months ended September 30, 2025 and 2024.

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

Previous: Cover and table of contents · Next: Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS