TRV 10-K Annual Report Dec. 31, 2017 | Alphaminr
TRAVELERS COMPANIES, INC.

TRV 10-K Fiscal year ended Dec. 31, 2017

TRAVELERS COMPANIES, INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Shareholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Amended and Restated Articles of Incorporation of The Travelers Companies,Inc. (the "Company"), as amended and restated May23, 2013, were filed as Exhibit3.1 to the Company's current report on Form8-K filed on May24, 2013, and are incorporated herein by reference. 3.2 Bylaws of The Travelers Companies,Inc. as Amended and Restated November3, 2016 were filed as Exhibit3.2 to the Company's current report on Form8-K filed on November9, 2016, and are incorporated herein by reference. 10.1 Revolving Credit Agreement, dated June7, 2013, between the Company and a syndicate of financial institutions, was filed as Exhibit10.1 to the Company's quarterly report on Form10-Q for the fiscal quarter ended June30, 2013, and is incorporated herein by reference. 10.2 * The Travelers Companies,Inc. Policy Regarding Executive Incentive Compensation Recoupment was filed as Exhibit10.42 to the Company's annual report on Form10-K for the fiscal year ended December31, 2009, and is incorporated herein by reference. 10.3 * Letter Agreement between Alan D. Schnitzer and the Company, dated April15, 2007, was filed as Exhibit10.1 to the Company's quarterly report on Form10-Q for the fiscal quarter ended June30, 2007, and is incorporated herein by reference. 10.4 * Letter Agreement between Alan D. Schnitzer and the Company, dated August4, 2015, was filed as Exhibit10.2 to the Company's quarterly report on Form10-Q for the fiscal quarter ended September30, 2015, and is incorporated herein by reference. 10.5 * Time Sharing Agreement, dated September2, 2015, by and between the Company and Alan D. Schnitzer, was filed as Exhibit10.3 to the Company's quarterly report on Form10-Q for the fiscal quarter ended September30, 2015, and is incorporated herein by reference. 10.6 * Letter Agreement between Avrohom J. Kess and the Company, dated December19, 2016, was filed as Exhibit10.49 to the Company's annual report on Form10-K for the fiscal year ended December31, 2016, and is incorporated by reference. 10.7 * Consulting Agreement, effective February13, 2018, between BrianW. MacLean and the Company. 10.8 * The Travelers Companies,Inc. Amended and Restated 2014 Stock Incentive Plan was filed as Exhibit10.1 to the Company's current report on Form8-K filed on May19, 2017, and is incorporated herein by reference. 10.9 * The Travelers Companies,Inc. Amended and Restated 2004 Stock Incentive Plan was filed as Exhibit10.28 to the Company's annual report on Form10-K for the fiscal year ended December31, 2008, and is incorporated herein by reference. 10.10 * Amendment to The Travelers Companies,Inc. Amended and Restated 2004 Stock Incentive Plan was filed as Exhibit10.7 to the Company's annual report on Form10-K for the fiscal year ended December31, 2012, and is incorporated herein by reference. 10.12 * Amendment to the TPC 2002 Stock Incentive Plan, as amended effective January23, 2003, was filed as Exhibit10.9 to the Company's annual report on Form10-K for the fiscal year ended December31, 2012, and is incorporated herein by reference. 10.13 * The St.Paul Companies,Inc. ("SPC") Amended and Restated 1994 Stock Incentive Plan was filed as Exhibit10(f) to the Company's annual report on Form10-K for the fiscal year ended December31, 2001, and is incorporated herein by reference. 10.14 * Amendment to the SPC Amended and Restated 1994 Stock Incentive Plan was filed as Exhibit10.11 to the Company's annual report on Form10-K for the fiscal year ended December31, 2012, and is incorporated herein by reference. 10.15 * Current Director Compensation Program, effective as of May19, 2016, was filed as Exhibit10.2 to the Company's quarterly report on Form10-Q for the fiscal quarter ended June30, 2016, and is incorporated herein by reference. 10.16 * The Company's Amended and Restated Deferred Compensation Plan for Non-Employee Directors was filed as Exhibit10.29 to the Company's annual report on Form10-K for the fiscal year ended December31, 2008, and is incorporated herein by reference. 10.18 * The SPC Directors' Deferred Compensation Plan was filed as Exhibit10(b) to the Company's annual report on Form10-K for the fiscal year ended December31, 1997, and is incorporated herein by reference. 10.21 * The Travelers Severance Plan (as Amended and Restated, effective January1, 2015) was filed as Exhibit10.20 to the Company's annual report on Form10-K for the fiscal year ended December31, 2014, and is incorporated herein by reference. 10.22 * The Company's Senior Executive Performance Plan was filed as Exhibit10.1 to the Company's quarterly report on Form10-Q for the fiscal quarter ended March31, 2005, and is incorporated herein by reference. 10.23 * First Amendment to the Company's Senior Executive Performance Plan was filed as Exhibit10.40 to the Company's annual report on Form10-K for the fiscal year ended December31, 2009, and is incorporated herein by reference. 10.24 * The Travelers Deferred Compensation Plan, as Amended and Restated, effective January1, 2009, was filed as Exhibit99.1 to the Company's Registration Statement on FormS-8 (Registration No.333-157091) dated February4, 2009, and is incorporated herein by reference. 10.25 * First Amendment to The Travelers Deferred Compensation Plan was filed as Exhibit10.37 to the Company's annual report on Form10-K for the fiscal year ended December31, 2009, and is incorporated herein by reference. 10.27 * The Travelers Benefit Equalization Plan, as Amended and Restated effective as of January1, 2016, was filed as Exhibit10.29 to the Company's annual report on Form10-K for the fiscal year ended December31, 2015, and is incorporated herein by reference. 10.29 * The SPC Benefit Equalization Plan2001 Revision and the first and second amendments thereto were filed as Exhibit10.27 to the Company's annual report on Form10-K for the fiscal year ended December31, 2004, and are incorporated herein by reference. 10.30 * The SPC Annual Incentive Plan was filed as an exhibit to the Company's Definitive Proxy Statement on Schedule14A, filed on March29, 1999, and is incorporated herein by reference. 10.31 * Form of Non-Competition Agreement was filed as Exhibit10.43 to the Company's annual report on Form10-K for the fiscal year ended December31, 2009, and is incorporated herein by reference. 10.32 * Form of Non-Solicitation and Non-Disclosure Agreement for Executive Officers was filed as Exhibit10.35 to the Company's annual report on Form10-K for the fiscal year ended December31, 2016, and is incorporated herein by reference. 10.33 * Form of Restricted Stock Unit Award Notification and Agreement (For Management Committee Member Executing Non-Compete) was filed as Exhibit10.37 to the Company's annual report on Form10-K for the fiscal year ended December31, 2014, and is incorporated herein by reference. 10.34 * Form of Stock Option Grant Notification and Agreement. 10.35 * Form of Restricted Stock Unit Award Notification and Agreement. 10.36 * Form of Restricted Stock Unit Award Notification and Agreement for Brian W. MacLean was filed as Exhibit10.47 to the Company's annual report on Form10-K for the fiscal year ended December31, 2015, and is incorporated herein by reference. 10.37 * Form of Performance Shares Award Notification and Agreement (2015) was filed as Exhibit10.46 to the Company's annual report on Form10-K for the fiscal year ended December31, 2014, and is incorporated herein by reference. 10.38 * Form of Performance Shares Award Notification and Agreement (2016) was filed as Exhibit10.44 to the Company's annual report on Form10-K for the fiscal year ended December31, 2015, and is incorporated herein by reference. 10.39 * Form of Performance Shares Award Notification and Agreement (2017) was filed as Exhibit10.45 to the Company's annual report on Form10-K for the fiscal year ended December31, 2016, and is incorporated herein by reference. 10.40 * Form of Performance Shares Award Notification and Agreement (2018). 10.41 * Form of Non-Employee Director Notification and Agreement of Annual Deferred Stock Award. 12.1 Statement regarding the computation of the ratio of earnings to fixed charges and the ratio of earnings to combined fixed charges and preferred stock dividends. 21.1 A list of the subsidiaries of the Company. 23.1 Consent of KPMGLLP, Independent Registered Public Accounting Firm, with respect to the incorporation by reference of KPMGLLP's audit reports into Registration Statements of the Company on FormS-8 (SEC File No.33-56987, No.333-25203, No.333-50943, No.333-63114, No.333-63118, No.333-65726, No.333-107698, No.333-107699, No.333-114135, No.333-117726, No.333-120998, No.333-128026, No.333-157091, No.333-157092, No.333-164972, No.333-176002, No.333-196290, No.333-212078 and No.333-218874) and FormS-3 (SEC File No.333-212077). 24.1 Power of Attorney. 31.1 Certification of Alan D. Schnitzer, Chairman and Chief Executive Officer of the Company, as required by Section302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Jay S. Benet, Vice Chairman and Chief Financial Officer of the Company, as required by Section302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Alan D. Schnitzer, Chairman and Chief Executive Officer of the Company, as required by Section906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Jay S. Benet, Vice Chairman and Chief Financial Officer of the Company, as required by Section906 of the Sarbanes-Oxley Act of 2002.