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Table of Contents


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________
FORM 10-Q
_________________________________________________________
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2019
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
___________________________________________________________________
 
Commission file number: 001-10898
___________________________________________________________________
The Travelers Companies, Inc.
(Exact name of registrant as specified in its charter)
 ____________________________________________________________________
Minnesota
 
41-0518860
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
485 Lexington Avenue
New York, NY 10017
(Address of principal executive offices) (Zip Code)
 (917) 778-6000
(Registrant’s telephone number, including area code)
_________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common stock, without par value
 
TRV
 
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.        Yes ý    No o 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).         
Yes ý    No o 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
ý
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes    No ý 
The number of shares of the Registrant’s Common Stock, without par value, outstanding at October 18, 2019 was 258,112,771.


Table of Contents

The Travelers Companies, Inc.
 
Quarterly Report on Form 10-Q
 
For Quarterly Period Ended September 30, 2019
_________________________________________________________
 
TABLE OF CONTENTS
 
 
 
Page
 
 
 
 
 
Item 1.
 
 
 
 
 
Consolidated Statement of Income (Unaudited) — Three Months and Nine Months Ended September 30, 2019 and 2018
3
 
 
 
 
Consolidated Statement of Comprehensive Income (Loss) (Unaudited) — Three Months and Nine Months Ended September 30, 2019 and 2018
4
 
 
 
 
Consolidated Balance Sheet — September 30, 2019 (Unaudited) and December 31, 2018
5
 
 
 
 
Consolidated Statement of Changes in Shareholders’ Equity (Unaudited) — Three Months and Nine Months Ended September 30, 2019 and 2018
6
 
 
 
 
Consolidated Statement of Cash Flows (Unaudited) — Nine Months Ended September 30, 2019 and 2018
7
 
 
 
 
8
 
 
 
Item 2.
41
 
 
 
Item 3.
74
 
 
 
Item 4.
74
 
 
 
 
 
 
 
 
Item 1.
75
 
 
 
Item 1A.
75
 
 
 
Item 2.
75
 
 
 
Item 5.
75
 
 
 
Item 6.
77
 
 
 
 
78
 
 
 


2

Table of Contents

PART 1 — FINANCIAL INFORMATION
 
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,
 
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
 
Premiums
 
$
7,179

 
$
6,882

 
$
21,022

 
$
20,114

Net investment income
 
622

 
646

 
1,852

 
1,844

Fee income
 
121

 
109

 
346

 
324

Net realized investment gains (1)
 
23

 
29

 
101

 
54

Other revenues
 
68

 
57

 
197

 
150

 
 
 
 
 
 
 
 
 
Total revenues
 
8,013

 
7,723

 
23,518

 
22,486

 
 
 
 
 
 
 
 
 
Claims and expenses
 
 
 
 
 
 
 
 
Claims and claim adjustment expenses
 
5,230

 
4,655

 
14,493

 
13,513

Amortization of deferred acquisition costs
 
1,169

 
1,117

 
3,420

 
3,259

General and administrative expenses
 
1,098

 
1,059

 
3,280

 
3,234

Interest expense
 
84

 
86

 
261

 
265

Total claims and expenses
 
7,581

 
6,917

 
21,454

 
20,271

 
 
 
 
 
 
 
 
 
Income before income taxes
 
432

 
806

 
2,064

 
2,215

Income tax expense
 
36

 
97

 
315

 
313

Net income
 
$
396

 
$
709

 
$
1,749

 
$
1,902

 
 
 
 
 
 
 
 
 
Net income per share
 
 
 
 
 
 
 
 
Basic
 
$
1.52

 
$
2.65

 
$
6.65

 
$
7.03

Diluted
 
$
1.50

 
$
2.62

 
$
6.59

 
$
6.97

 
 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding
 
 
 
 
 
 
 
 
Basic
 
259.2

 
266.1

 
261.1

 
268.6

Diluted
 
261.8

 
268.4

 
263.4

 
271.1

 
 
 
 
 
 
 
 
 
Cash dividends declared per common share
 
$
0.82

 
$
0.77

 
$
2.41

 
$
2.26


________________________________________________________
(1)
Total other-than-temporary impairment (OTTI) losses were $0 million for each of the three months ended September 30, 2019 and 2018, and $(2) million and $(1) million for the nine months ended September 30, 2019 and September 30, 2018, respectively.  Of total OTTI, credit losses of $0 million for each of the three months ended September 30, 2019 and 2018, and $(2) million and $(1) million for the nine months ended September 30, 2019 and September 30, 2018, respectively, were recognized in net realized investment gains.  In addition, unrealized gains (losses) from other changes in total OTTI of $0 million for each of the three months and nine months ended September 30, 2019 and 2018 were recognized in other comprehensive income (loss) as part of changes in net unrealized gains (losses) on investment securities having credit losses recognized in the consolidated statement of income.
 
The accompanying notes are an integral part of the consolidated financial statements.

3

Table of Contents

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (Unaudited)
(in millions)
 
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
 
Net income
 
$
396

 
$
709

 
$
1,749

 
$
1,902

 
 
 
 
 
 
 
 
 
Other comprehensive income (loss)
 
 
 
 
 
 
 
 
Changes in net unrealized gains (losses) on investment securities:
 
 
 
 
 
 
 
 
Having no credit losses recognized in the consolidated statement of income
 
605

 
(414
)
 
3,129

 
(1,915
)
Having credit losses recognized in the consolidated statement of income
 
(3
)
 
(11
)
 
(2
)
 
(25
)
Net changes in benefit plan assets and obligations
 
14

 
22

 
40

 
65

Net changes in unrealized foreign currency translation
 
(75
)
 

 
(20
)
 
(152
)
Other comprehensive income (loss) before income taxes
 
541

 
(403
)
 
3,147

 
(2,027
)
Income tax expense (benefit)
 
122

 
(88
)
 
663

 
(413
)
Other comprehensive income (loss), net of taxes
 
419

 
(315
)
 
2,484

 
(1,614
)
Comprehensive income
 
$
815

 
$
394

 
$
4,233

 
$
288

 






























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


4

Table of Contents

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(in millions)
 
 
 
September 30,
2019
 
December 31,
2018
 
 
(Unaudited)
 
 
Assets
 
 
 
 
Fixed maturities, available for sale, at fair value (amortized cost $65,021 and $63,601)
 
$
68,011

 
$
63,464

Equity securities, at fair value  (cost $375 and $382)
 
412

 
368

Real estate investments
 
963

 
904

Short-term securities
 
4,597

 
3,985

Other investments
 
3,437

 
3,557

Total investments
 
77,420

 
72,278

Cash
 
508

 
373

Investment income accrued
 
575

 
624

Premiums receivable
 
8,122

 
7,506

Reinsurance recoverables
 
8,162

 
8,370

Ceded unearned premiums
 
857

 
578

Deferred acquisition costs
 
2,321

 
2,120

Deferred taxes
 

 
445

Contractholder receivables
 
4,802

 
4,785

Goodwill
 
3,929

 
3,937

Other intangible assets
 
329

 
345

Other assets
 
3,216

 
2,872

Total assets
 
$
110,241

 
$
104,233

 
 
 
 
 
Liabilities
 
 

 
 

Claims and claim adjustment expense reserves
 
$
51,612

 
$
50,668

Unearned premium reserves
 
14,912

 
13,555

Contractholder payables
 
4,802

 
4,785

Payables for reinsurance premiums
 
573

 
289

Deferred taxes
 
188

 

Debt
 
6,558

 
6,564

Other liabilities
 
5,989

 
5,478

Total liabilities
 
84,634

 
81,339

 
 
 
 
 
Shareholders’ equity
 
 

 
 

Common stock (1,750.0 shares authorized; 258.1 and 263.7 shares issued, 258.1 and 263.6 shares outstanding)
 
23,432

 
23,144

Retained earnings
 
36,317

 
35,204

Accumulated other comprehensive income (loss)
 
625

 
(1,859
)
Treasury stock, at cost (519.3 and 510.9 shares)
 
(34,767
)
 
(33,595
)
Total shareholders’ equity
 
25,607

 
22,894

Total liabilities and shareholders’ equity
 
$
110,241

 
$
104,233





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


5

Table of Contents

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,
 
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
 
Common stock
 
 

 
 

 
 

 
 

Balance, beginning of period
 
$
23,372

 
$
23,040

 
$
23,144

 
$
22,886

Employee share-based compensation
 
28

 
16

 
173

 
93

Compensation amortization under share-based plans and other changes
 
32

 
33

 
115

 
110

Balance, end of period
 
23,432

 
23,089

 
23,432

 
23,089

 
 
 
 
 
 
 
 
 
Retained earnings
 
 

 
 

 
 

 
 

Balance, beginning of period
 
36,135

 
34,296

 
35,204

 
33,462

Cumulative effect of adoption of updated accounting guidance for equity financial instruments at January 1, 2018
 

 

 

 
22

Reclassification of certain tax effects from accumulated other comprehensive income at January 1, 2018
 

 

 

 
24

Net income
 
396

 
709

 
1,749

 
1,902

Dividends
 
(215
)
 
(207
)
 
(636
)
 
(613
)
Other
 
1

 
1

 

 
2

Balance, end of period
 
36,317

 
34,799

 
36,317

 
34,799

 
 
 
 
 
 
 
 
 
Accumulated other comprehensive income (loss), net of tax
 
 

 
 

 
 

 
 

Balance, beginning of period
 
206

 
(1,688
)
 
(1,859
)
 
(343
)
Cumulative effect of adoption of updated accounting guidance for equity financial instruments at January 1, 2018
 

 

 

 
(22
)
Reclassification of certain tax effects from accumulated other comprehensive income at January 1, 2018
 

 

 

 
(24
)
Other comprehensive income (loss)
 
419

 
(315
)
 
2,484

 
(1,614
)
Balance, end of period
 
625

 
(2,003
)
 
625

 
(2,003
)
 
 
 
 
 
 
 
 
 
Treasury stock, at cost
 
 

 
 

 
 

 
 

Balance, beginning of period
 
(34,392
)
 
(33,025
)
 
(33,595
)
 
(32,274
)
Treasury stock acquired — share repurchase authorization
 
(375
)
 
(400
)
 
(1,125
)
 
(1,100
)
Net shares acquired related to employee share-based compensation plans
 

 

 
(47
)
 
(51
)
Balance, end of period
 
(34,767
)
 
(33,425
)
 
(34,767
)
 
(33,425
)
 
 
 
 
 
 
 
 
 
Total shareholders’ equity
 
$
25,607

 
$
22,460

 
$
25,607

 
$
22,460

 
 
 
 
 
 
 
 
 
Common shares outstanding
 
 

 
 

 
 

 
 

Balance, beginning of period
 
260.3

 
267.7

 
263.6

 
271.4

Treasury stock acquired — share repurchase authorization
 
(2.5
)
 
(3.0
)
 
(8.0
)
 
(8.2
)
Net shares issued under employee share-based compensation plans
 
0.3

 
0.1

 
2.5

 
1.6

Balance, end of period
 
258.1

 
264.8

 
258.1

 
264.8

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

6

Table of Contents

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
(in millions)
 
 
Nine Months Ended
 
 
September 30,
 
 
2019
 
2018
Cash flows from operating activities
 
 

 
 

Net income
 
$
1,749

 
$
1,902

Adjustments to reconcile net income to net cash provided by operating activities:
 
 

 
 

Net realized investment gains
 
(101
)
 
(54
)
Depreciation and amortization
 
581

 
609

Deferred federal income tax benefit
 
(10
)
 
(43
)
Amortization of deferred acquisition costs
 
3,420

 
3,259

Equity in income from other investments
 
(196
)
 
(284
)
Premiums receivable
 
(611
)
 
(508
)
Reinsurance recoverables
 
212

 
(21
)
Deferred acquisition costs
 
(3,619
)
 
(3,425
)
Claims and claim adjustment expense reserves
 
927

 
880

Unearned premium reserves
 
1,350

 
1,095

Other
 
91

 
22

Net cash provided by operating activities
 
3,793

 
3,432

 
 
 
 
 
Cash flows from investing activities
 
 

 
 

Proceeds from maturities of fixed maturities
 
4,895

 
5,655

Proceeds from sales of investments:
 
 

 
 

Fixed maturities
 
1,801

 
3,185

Equity securities
 
99

 
127

Real estate investments
 

 
8

Other investments
 
346

 
270

Purchases of investments:
 
 

 
 

Fixed maturities
 
(8,234
)
 
(10,862
)
Equity securities
 
(62
)
 
(86
)
Real estate investments
 
(95
)
 
(57
)
Other investments
 
(369
)
 
(392
)
Net sales (purchases) of short-term securities
 
(617
)
 
456

Securities transactions in course of settlement
 
432

 
173

Acquisition, net of cash acquired
 

 
(4
)
Other
 
(243
)
 
(232
)
Net cash used in investing activities
 
(2,047
)
 
(1,759
)
 
 
 
 
 
Cash flows from financing activities
 
 

 
 

Treasury stock acquired — share repurchase authorization
 
(1,125
)
 
(1,100
)
Treasury stock acquired — net employee share-based compensation
 
(47
)
 
(51
)
Dividends paid to shareholders
 
(633
)
 
(611
)
Payment of debt
 
(500
)
 
(600
)
Issuance of debt
 
492

 
591

Issuance of common stock — employee share options
 
206

 
117

Net cash used in financing activities
 
(1,607
)
 
(1,654
)
Effect of exchange rate changes on cash
 
(4
)
 
(4
)
Net increase in cash
 
135

 
15

Cash at beginning of year
 
373

 
344

Cash at end of period
 
$
508

 
$
359

 
 
 
 
 
Supplemental disclosure of cash flow information
 
 

 
 

Income taxes paid
 
$
367

 
$
244

Interest paid
 
$
231

 
$
225

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

7

Table of Contents

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, 2018 (the Company’s 2018 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 at 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.
 
Adoption of Accounting Standards

Leases

Effective for the quarter ended March 31, 2019, the Company adopted the updated guidance for leases and elected to utilize a cumulative-effect adjustment to the opening balance of retained earnings for the year of adoption.  Accordingly, the Company’s reporting for the comparative periods prior to adoption continue to be presented in the financial statements in accordance with previous lease accounting guidance.  The Company also elected to apply all practical expedients applicable to the Company in the updated guidance for transition for leases in effect at adoption, including using hindsight to determine the lease term of existing leases, the option to not reassess whether an existing contract is a lease or contains a lease and whether the lease is an operating or finance lease. The adoption of the updated guidance resulted in the Company recognizing a right-of-use asset of $320 million as part of other assets and a lease liability of $384 million as part of other liabilities in the consolidated balance sheet, as well as de-recognizing the liability for deferred rent that was required under the previous guidance, for its corporate real estate agreements at March 31, 2019.  The cumulative effect adjustment to the opening balance of retained earnings was zero. The adoption of the updated guidance did not have a material effect on the Company’s results of operations or liquidity.

Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract

Effective for the quarter ended March 31, 2019, the Company adopted the updated guidance regarding Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, and applied the guidance prospectively.  The updated guidance requires an entity to determine the stage of a project that the implementation activity relates to and the nature of the associated costs in order to determine whether those costs should be expensed as incurred or capitalized.  The updated guidance also requires the entity to amortize the capitalized implementation costs as an expense over the term of the hosting arrangement. The adoption of the updated guidance did not have a material effect on the Company’s results of operations, financial position or liquidity.

For additional information regarding accounting standards that the Company adopted during the periods presented, see note 1 of notes to the consolidated financial statements in the Company’s 2018 Annual Report.

Accounting Standards Not Yet Adopted
 
For information regarding accounting standards that the Company has not yet adopted, see the “Other Accounting Standards Not Yet Adopted” section of note 1 of notes to the consolidated financial statements in the Company’s 2018 Annual Report.


8

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
1.    BASIS OF PRESENTATION AND ACCOUNTING POLICIES, Continued

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 notes to the consolidated financial statements in the Company’s 2018 Annual Report.
 
2.    SEGMENT INFORMATION
 
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
Insurance
 
Bond & Specialty
Insurance
 
Personal
Insurance
 
Total
Reportable
Segments
 
 
 
 
 
 
 
 
 
2019
 
 

 
 

 
 

 
 

Premiums
 
$
3,882

 
$
653

 
$
2,644

 
$
7,179

Net investment income
 
457

 
59

 
106

 
622

Fee income
 
114

 

 
7

 
121

Other revenues
 
39

 
7

 
22

 
68

Total segment revenues (1)
 
$
4,492

 
$
719

 
$
2,779

 
$
7,990

Segment income (1)
 
$
179

 
$
139

 
$
131

 
$
449

 
 
 
 
 
 
 
 
 
2018
 
 

 
 

 
 

 
 

Premiums
 
$
3,743

 
$
617

 
$
2,522

 
$
6,882

Net investment income
 
482

 
57

 
107

 
646

Fee income
 
103

 

 
6

 
109

Other revenues
 
33

 
5

 
17

 
55

Total segment revenues (1)
 
$
4,361

 
$
679

 
$
2,652

 
$
7,692

Segment income (1)
 
$
410

 
$
196

 
$
153

 
$
759


_________________________________________________________
(1)
Segment revenues for reportable business segments exclude net realized investment gains (losses). Segment income for reportable business segments equals net income excluding the after-tax impact of net realized investment gains (losses).


9

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
Insurance
 
Bond & Specialty
Insurance
 
Personal
Insurance
 
Total
Reportable
Segments
2019
 
 

 
 

 
 

 
 

Premiums
 
$
11,407

 
$
1,891

 
$
7,724

 
$
21,022

Net investment income
 
1,365

 
173

 
314

 
1,852

Fee income
 
329

 

 
17

 
346

Other revenues
 
112

 
19

 
65

 
196

Total segment revenues (1)
 
$
13,213

 
$
2,083

 
$
8,120

 
$
23,416

Segment income (1)
 
$
944

 
$
451

 
$
497

 
$
1,892

 
 
 
 
 
 
 
 
 
2018
 
 

 
 

 
 

 
 

Premiums
 
$
10,952

 
$
1,800

 
$
7,362

 
$
20,114

Net investment income
 
1,368

 
172

 
304

 
1,844

Fee income
 
309

 

 
15

 
324

Other revenues
 
84

 
16

 
48

 
148

Total segment revenues (1)
 
$
12,713

 
$
1,988

 
$
7,729

 
$
22,430

Segment income (1)
 
$
1,247

 
$
573

 
$
265

 
$
2,085


(1)
Segment revenues for reportable business segments exclude net realized investment gains (losses). Segment income for reportable business segments equals net income excluding the after-tax impact of net realized investment gains (losses).


10

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)
 
2019
 
2018
 
2019
 
2018
Revenue reconciliation
 
 

 
 

 
 

 
 

Earned premiums
 
 

 
 

 
 

 
 

Business Insurance:
 
 

 
 

 
 

 
 

Domestic:
 
 

 
 

 
 

 
 

Workers’ compensation
 
$
969

 
$
988

 
$
2,891

 
$
2,932

Commercial automobile
 
672

 
611

 
1,947

 
1,760

Commercial property
 
496

 
466

 
1,429

 
1,357

General liability
 
594

 
558

 
1,746

 
1,614

Commercial multi-peril
 
872

 
850

 
2,568

 
2,477

Other
 
12

 
7

 
29

 
20

Total Domestic
 
3,615

 
3,480

 
10,610

 
10,160

International
 
267

 
263

 
797

 
792

Total Business Insurance
 
3,882

 
3,743

 
11,407

 
10,952

Bond & Specialty Insurance:
 
 

 
 

 
 

 
 

Domestic:
 
 

 
 

 
 

 
 

Fidelity and surety
 
265

 
261

 
769

 
760

General liability
 
276

 
255

 
799

 
745

Other
 
54

 
50

 
159

 
146

Total Domestic
 
595

 
566

 
1,727

 
1,651

International
 
58

 
51

 
164

 
149

Total Bond & Specialty Insurance
 
653

 
617

 
1,891

 
1,800

Personal Insurance:
 
 

 
 

 
 

 
 

Domestic:
 
 

 
 

 
 

 
 

Automobile
 
1,344

 
1,297

 
3,962

 
3,783

Homeowners and Other
 
1,119

 
1,051

 
3,236

 
3,068

Total Domestic
 
2,463

 
2,348

 
7,198

 
6,851

International
 
181

 
174

 
526

 
511

Total Personal Insurance
 
2,644

 
2,522

 
7,724

 
7,362

Total earned premiums
 
7,179

 
6,882

 
21,022

 
20,114

Net investment income
 
622

 
646

 
1,852

 
1,844

Fee income
 
121

 
109

 
346

 
324

Other revenues
 
68

 
55

 
196

 
148

Total segment revenues
 
7,990

 
7,692

 
23,416

 
22,430

Other revenues
 

 
2

 
1

 
2

Net realized investment gains
 
23

 
29

 
101

 
54

Total revenues
 
$
8,013

 
$
7,723

 
$
23,518

 
$
22,486

Income reconciliation, net of tax
 
 

 
 

 
 

 
 

Total segment income
 
$
449

 
$
759

 
$
1,892

 
$
2,085

Interest Expense and Other (1)
 
(71
)
 
(72
)
 
(222
)
 
(226
)
Core income
 
378

 
687

 
1,670

 
1,859

Net realized investment gains
 
18

 
22

 
79

 
43

Net income
 
$
396

 
$
709

 
$
1,749

 
$
1,902

_________________________________________________________
(1) The primary component of Interest Expense and Other was after-tax interest expense of $66 million and $68 million for the three months ended September 30, 2019 and 2018, respectively, and $206 million and $209 million for the nine months ended September 30, 2019 and 2018, respectively.

11

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
2.    SEGMENT INFORMATION, Continued

(in millions)
 
September 30,
2019
 
December 31,
2018
Asset reconciliation
 
 

 
 

Business Insurance
 
$
83,876

 
$
78,965

Bond & Specialty Insurance
 
8,708

 
8,693

Personal Insurance
 
16,945

 
15,943

Total assets by reportable segment
 
109,529

 
103,601

Other assets (1)
 
712

 
632

Total consolidated assets
 
$
110,241

 
$
104,233

 _________________________________________________________
(1)
The primary components of other assets at both September 30, 2019 and December 31, 2018 were accrued 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
 
Gross Unrealized
 
Fair
(at September 30, 2019, in millions)
 
Cost
 
Gains
 
Losses
 
Value
U.S. Treasury securities and obligations of U.S. government and government agencies and authorities
 
$
2,001

 
$
20

 
$
1

 
$
2,020

Obligations of states, municipalities and political subdivisions:
 
 

 
 

 
 

 
 

Local general obligation
 
15,418

 
881

 
2

 
16,297

Revenue
 
9,666

 
626

 
1

 
10,291

State general obligation
 
1,196

 
69

 

 
1,265

Pre-refunded
 
1,991

 
72

 

 
2,063

Total obligations of states, municipalities and political subdivisions
 
28,271

 
1,648

 
3

 
29,916

Debt securities issued by foreign governments
 
1,118

 
13

 
1

 
1,130

Mortgage-backed securities, collateralized mortgage obligations and pass-through securities
 
3,064

 
101

 
3

 
3,162

All other corporate bonds
 
30,518

 
1,238

 
25

 
31,731

Redeemable preferred stock
 
49

 
3

 

 
52

Total
 
$
65,021

 
$
3,023

 
$
33

 
$
68,011


 

12

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
3.    INVESTMENTS, Continued

 
 
Amortized
 
Gross Unrealized
 
Fair
(at December 31, 2018, in millions)
 
Cost
 
Gains
 
Losses
 
Value
U.S. Treasury securities and obligations of U.S. government and government agencies and authorities
 
$
2,076

 
$
4

 
$
16

 
$
2,064

Obligations of states, municipalities and political subdivisions:
 
 

 
 

 
 

 
 

Local general obligation
 
14,473

 
219

 
120

 
14,572

Revenue
 
9,755

 
172

 
74

 
9,853

State general obligation
 
1,329

 
18

 
13

 
1,334

Pre-refunded
 
2,772

 
80

 

 
2,852

Total obligations of states, municipalities and political subdivisions
 
28,329

 
489

 
207

 
28,611

Debt securities issued by foreign governments
 
1,255

 
7

 
5

 
1,257

Mortgage-backed securities, collateralized mortgage obligations and pass-through securities
 
2,557

 
54

 
38

 
2,573

All other corporate bonds
 
29,307

 
156

 
583

 
28,880

Redeemable preferred stock
 
77

 
2

 

 
79

Total
 
$
63,601

 
$
712

 
$
849

 
$
63,464


 
Pre-refunded bonds of $2.06 billion and $2.85 billion at September 30, 2019 and December 31, 2018, respectively, were bonds for which states or municipalities have established irrevocable trusts, 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 sales of fixed maturities classified as available for sale were $1.80 billion and $3.19 billion during the nine months ended September 30, 2019 and 2018, respectively. Gross gains of $51 million and $47 million and gross losses of $6 million and $16 million were realized on those sales during the nine months ended September 30, 2019 and 2018, respectively.
 
Equity Securities
 
The cost and fair value of investments in equity securities were as follows:
 
 
 
 
 
 
Fair
(at September 30, 2019, in millions)
 
Cost
 
Gross Gains
 
Gross Losses
 
Value
Public common stock
 
$
340

 
$
36

 
$
6

 
$
370

Non-redeemable preferred stock
 
35

 
7

 

 
42

Total
 
$
375

 
$
43

 
$
6

 
$
412


 
 
 
 
 
 
 
Fair
(at December 31, 2018, in millions)
 
Cost
 
Gross Gains
 
Gross Losses
 
Value
Public common stock
 
$
338

 
$
2

 
$
24

 
$
316

Non-redeemable preferred stock
 
44

 
8

 

 
52

Total
 
$
382

 
$
10

 
$
24

 
$
368


 
For the nine months ended September 30, 2019, the Company recognized $49 million of net gains on equity securities still held as of September 30, 2019. For the nine months ended September 30, 2018, the Company recognized $5 million of net gains on equity securities still held as of September 30, 2018.


13

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 investments in an unrealized loss position at September 30, 2019 and December 31, 2018, the aggregate fair value and gross unrealized loss by 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 notes to the consolidated financial statements in the Company’s 2018 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 notes to the consolidated financial statements in the Company’s 2018 Annual Report to determine whether such investments are other-than-temporarily impaired.
 
 
Less than 12 months
 
12 months or longer
 
Total
(at September 30, 2019, in millions)
 
Fair
Value
 
Gross
Unrealized
Losses
 
Fair
Value
 
Gross
Unrealized
Losses
 
Fair
Value
 
Gross
Unrealized
Losses
Fixed maturities
 
 

 
 

 
 

 
 

 
 

 
 

U.S. Treasury securities and obligations of U.S. government and government agencies and authorities
 
$
54

 
$

 
$
352

 
$
1

 
$
406

 
$
1

Obligations of states, municipalities and political subdivisions
 
413

 
3

 
13

 

 
426

 
3

Debt securities issued by foreign governments
 
67

 

 
157

 
1

 
224

 
1

Mortgage-backed securities, collateralized mortgage obligations and pass-through securities
 
288

 
1

 
235

 
2

 
523

 
3

All other corporate bonds
 
818

 
8

 
985

 
17

 
1,803

 
25

Total fixed maturities
 
$
1,640

 
$
12

 
$
1,742

 
$
21

 
$
3,382

 
$
33

 
 
 
Less than 12 months
 
12 months or longer
 
Total
(at December 31, 2018, in millions)
 
Fair
Value
 
Gross
Unrealized
Losses
 
Fair
Value
 
Gross
Unrealized
Losses
 
Fair
Value
 
Gross
Unrealized
Losses
Fixed maturities
 
 
 
 
 
 
 
 
 
 
 
 

U.S. Treasury securities and obligations of U.S. government and government agencies and authorities
 
$
484

 
$
5

 
$
1,011

 
$
11

 
$
1,495

 
$
16

Obligations of states, municipalities and political subdivisions
 
5,241

 
82

 
3,298

 
125

 
8,539

 
207

Debt securities issued by foreign governments
 
96

 

 
328

 
5

 
424

 
5

Mortgage-backed securities, collateralized mortgage obligations and pass-through securities
 
593

 
9

 
1,070

 
29

 
1,663

 
38

All other corporate bonds
 
12,622

 
303

 
6,872

 
280

 
19,494

 
583

Total fixed maturities
 
$
19,036

 
$
399

 
$
12,579

 
$
450

 
$
31,615

 
$
849


 
At September 30, 2019, the amount of gross unrealized losses for all fixed maturity investments reported at fair value for which fair value was less than 80% of amortized cost was not significant.
 

14

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
3.    INVESTMENTS, Continued

Impairment Charges
 
Impairment charges included in net realized investment gains in the consolidated statement of income were $0 million for each of the three months ended September 30, 2019 and 2018, and $2 million and $1 million for the nine months ended September 30, 2019 and 2018, respectively.

The cumulative amount of credit losses on fixed maturities held at September 30, 2019 and 2018 that were recognized in the consolidated statement of income from other-than-temporary impairments (OTTI) and for which a portion of the OTTI was recognized in other comprehensive income (loss) in the consolidated balance sheet was $17 million and $54 million, respectively.  These credit losses represent 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 at both dates.  There were no significant changes in the credit component of OTTI during the three months and nine months ended September 30, 2019 and 2018 compared to what was disclosed in note 3 of notes to the consolidated financial statements in the Company’s 2018 Annual Report.
 
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 at both September 30, 2019 and December 31, 2018.
 
While the vast majority of the Company’s fixed maturities are included in Level 2, the Company holds a number of municipal bonds and corporate bonds which are not valued by the pricing service and also estimates the fair value of these bonds using another internal pricing matrix that includes some unobservable inputs that are significant to the valuation.  Due to the limited amount of observable market information, the Company includes the fair value estimates for these particular bonds in Level 3.  The fair value of the fixed maturities for which the Company used this internal pricing matrix was $102 million and $82 million at September 30, 2019 and December 31, 2018, respectively.  Additionally, the Company holds a small amount of other fixed maturity investments that have characteristics that make them unsuitable for matrix pricing.  For these fixed maturities, the Company obtains a quote from a broker (primarily the market maker).  The fair value of the fixed maturities for which the Company received a broker quote was $40 million and $104 million at September 30, 2019 and December 31, 2018, respectively.  Due to the disclaimers on the quotes that indicate that the price is indicative only, the Company includes these fair value estimates in Level 3.

For more information regarding the valuation of the Company’s fixed maturities, equity securities and other investments, see note 4 of notes to the consolidated financial statements in the Company’s 2018 Annual Report.


15

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
4.    FAIR VALUE MEASUREMENTS, Continued

Other Liabilities

The Company has a put/call option that was entered into in connection with a business acquisition that allows the Company to acquire the remaining shares of the acquired company at a future date. The fair value of the put/call at September 30, 2019 and December 31, 2018 was $7 million and $10 million, respectively, and was determined using an internal model and is based on the acquired company's financial performance, adjusted for a risk margin and discounted to present value. The Company includes the fair value estimate of the put/call in Level 3.
 
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.   
(at September 30, 2019, in millions)
 
Total
 
Level 1
 
Level 2
 
Level 3
 
 
 
 
 
 
 
 
 
Invested assets:
 
 

 
 

 
 

 
 

Fixed maturities
 
 

 
 

 
 

 
 

U.S. Treasury securities and obligations of U.S. government and government agencies and authorities
 
$
2,020

 
$
2,020

 
$

 
$

Obligations of states, municipalities and political subdivisions
 
29,916

 

 
29,904

 
12

Debt securities issued by foreign governments
 
1,130

 

 
1,130

 

Mortgage-backed securities, collateralized mortgage obligations and pass-through securities
 
3,162

 

 
3,126

 
36

All other corporate bonds
 
31,731

 
19

 
31,618

 
94

Redeemable preferred stock
 
52

 
3

 
49

 

Total fixed maturities
 
68,011

 
2,042

 
65,827

 
142

Equity securities
 
 

 
 

 
 

 
 

Public common stock
 
370

 
370

 

 

Non-redeemable preferred stock
 
42

 
12

 
30

 

Total equity securities
 
412

 
382

 
30

 

Other investments
 
35

 
15

 

 
20

Total
 
$
68,458

 
$
2,439

 
$
65,857

 
$
162

 
 
 
 
 
 
 
 
 
Other liabilities
 
$
7

 
$

 
$

 
$
7

 

16

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
4.    FAIR VALUE MEASUREMENTS, Continued

(at December 31, 2018, in millions)
 
Total
 
Level 1
 
Level 2
 
Level 3
 
 
 
 
 
 
 
 
 
Invested assets:
 
 

 
 

 
 

 
 

Fixed maturities
 
 

 
 

 
 

 
 

U.S. Treasury securities and obligations of U.S. government and government agencies and authorities
 
$
2,064

 
$
2,064

 
$

 
$

Obligations of states, municipalities and political subdivisions
 
28,611

 

 
28,599

 
12

Debt securities issued by foreign governments
 
1,257

 

 
1,257

 

Mortgage-backed securities, collateralized mortgage obligations and pass-through securities
 
2,573

 

 
2,554

 
19

All other corporate bonds
 
28,880

 

 
28,725

 
155

Redeemable preferred stock
 
79

 
3

 
76

 

Total fixed maturities
 
63,464

 
2,067

 
61,211

 
186

Equity securities
 
 

 
 

 
 

 
 

Public common stock
 
316

 
316

 

 

Non-redeemable preferred stock
 
52

 
30

 
22

 

Total equity securities
 
368

 
346

 
22

 

Other investments
 
52

 
16

 

 
36

Total
 
$
63,884

 
$
2,429

 
$
61,233

 
$
222

 
 
 
 
 
 
 
 
 
Other liabilities
 
$
10

 
$

 
$

 
$
10


 
There was no significant activity in Level 3 of the hierarchy during the nine months ended September 30, 2019 or the year ended December 31, 2018.
 
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.
(at September 30, 2019, in millions)
 
Carrying
Value
 
Fair
Value
 
Level 1
 
Level 2
 
Level 3
Financial assets
 
 

 
 

 
 

 
 

 
 

Short-term securities
 
$
4,597

 
$
4,597

 
$
965

 
$
3,582

 
$
50

Financial liabilities
 
 

 
 

 
 

 
 

 
 

Debt
 
$
6,458

 
$
8,129

 
$

 
$
8,129

 
$

Commercial paper
 
$
100

 
$
100

 
$

 
$
100

 
$

 
(at December 31, 2018, in millions)
 
Carrying
Value
 
Fair
Value
 
Level 1
 
Level 2
 
Level 3
Financial assets
 
 

 
 

 
 

 
 

 
 

Short-term securities
 
$
3,985

 
$
3,985

 
$
632

 
$
3,316

 
$
37

Financial liabilities
 
 

 
 

 
 

 
 

 
 

Debt
 
$
6,464

 
$
7,128

 
$

 
$
7,128

 
$

Commercial paper
 
$
100

 
$
100

 
$

 
$
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, 2019 or year ended December 31, 2018.


17

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued


5.          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,
2019
 
December 31,
2018
Business Insurance
 
$
2,572

 
$
2,585

Bond & Specialty Insurance
 
550

 
550

Personal Insurance
 
781

 
776

Other
 
26

 
26

Total
 
$
3,929

 
$
3,937


Other Intangible Assets
 
The following tables present a summary of the Company’s other intangible assets by major asset class.
(at September 30, 2019, in millions)
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Subject to amortization
 
 
 
 
 
 
Customer-related
 
$
94

 
$
18

 
$
76

Contract-based (1)
 
204

 
177

 
27

Total subject to amortization
 
298

 
195

 
103

Not subject to amortization
 
226

 

 
226

Total
 
$
524

 
$
195

 
$
329

 
(at December 31, 2018, in millions)
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Subject to amortization
 
 
 
 
 
 
Customer-related
 
$
98

 
$
12

 
$
86

Contract-based (1)
 
208

 
175

 
33

Total subject to amortization
 
306

 
187

 
119

Not subject to amortization
 
226

 

 
226

Total
 
$
532

 
$
187

 
$
345

 _________________________________________________________
(1)
Contract-based intangible assets subject to amortization are comprised of fair value adjustments on claims and claim adjustment expense reserves, reinsurance recoverables and other contract-related intangible assets. Fair value adjustments recorded in connection with insurance acquisitions were based on management’s estimate of nominal claims and claim adjustment expense reserves and reinsurance recoverables. The method used calculated a risk adjustment to a risk-free discounted reserve that would, if reserves ran off as expected, produce results that yielded the assumed cost-of-capital on the capital supporting the loss reserves.  The fair value adjustments are reported as other intangible assets on the consolidated balance sheet, and the amounts measured in accordance with the acquirer’s accounting policies for insurance contracts have been reported as part of the claims and claim adjustment expense reserves and reinsurance recoverables. The intangible assets are being recognized into income over the expected payment pattern. Because the time value of money and the risk adjustment (cost of capital) components of the intangible assets run off at different rates, the amount recognized in income may be a net benefit in some periods and a net expense in other periods.
 

18

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

5.    GOODWILL AND OTHER INTANGIBLE ASSETS, Continued

Amortization expense of intangible assets was $4 million for each of the three months ended September 30, 2019 and 2018 and $12 million for each of the nine months ended September 30, 2019 and 2018.  Amortization expense for all intangible assets subject to amortization is estimated to be $4 million for the remainder of 2019, $14 million in 2020, $13 million in 2021, $12 million in 2022 and $12 million in 2023. Amortization expense for intangible assets arising from insurance contracts acquired in a business combination is estimated to be $1 million for the remainder of 2019, $5 million in 2020, $4 million in 2021, $3 million in 2022 and $3 million in 2023.

6.    INSURANCE CLAIM RESERVES
 
Claims and claim adjustment expense reserves were as follows:
(in millions)
 
September 30,
2019
 
December 31,
2018
Property-casualty
 
$
51,598

 
$
50,653

Accident and health
 
14

 
15

Total
 
$
51,612

 
$
50,668


 
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)
 
2019
 
2018
Claims and claim adjustment expense reserves at beginning of year
 
$
50,653

 
$
49,633

Less reinsurance recoverables on unpaid losses
 
8,182

 
8,123

Net reserves at beginning of year
 
42,471

 
41,510

 
 
 
 
 
Estimated claims and claim adjustment expenses for claims arising in the current year
 
14,193

 
13,707

Estimated increase (decrease) in claims and claim adjustment expenses for claims arising in prior years
 
214

 
(255
)
Total increases
 
14,407

 
13,452

 
 
 
 
 
Claims and claim adjustment expense payments for claims arising in:
 
 

 
 

Current year
 
5,174

 
5,112

Prior years
 
8,034

 
7,419

Total payments
 
13,208

 
12,531

Unrealized foreign exchange (gain) loss
 
12

 
(82
)
Net reserves at end of period
 
43,682

 
42,349

Plus reinsurance recoverables on unpaid losses
 
7,916

 
8,066

Claims and claim adjustment expense reserves at end of period
 
$
51,598

 
$
50,415


 
Gross claims and claim adjustment expense reserves at September 30, 2019 increased by $945 million from December 31, 2018, primarily reflecting the impact of higher volumes of insured exposures, loss cost trends for the current accident year and net unfavorable prior year reserve development.
 
Reinsurance recoverables on unpaid losses at September 30, 2019 decreased by $266 million from December 31, 2018, primarily reflecting the impact of cash collections in the first nine months of 2019.

The Company continues to evaluate the estimated realizable value of its subrogation claims related to the 2017 and 2018 California wildfires and the impact of recent developments, including the Restructuring Support Agreement dated as of September 22, 2019 reflecting a proposed settlement of subrogation claims against Pacific Gas & Electric Company (PG&E) and the recent re-

19

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
6.    INSURANCE CLAIM RESERVES, Continued

organization proposals by various stakeholders in the PG&E bankruptcy. Due to the risks and uncertainties associated with the PG&E bankruptcy and other factors, the Company has not recognized a subrogation benefit related to these claims.
 
Prior Year Reserve Development
 
The following disclosures regarding reserve development are on a “net of reinsurance” basis.
 
For the nine months ended September 30, 2019 and 2018, estimated claims and claim adjustment expenses incurred included $(214) million and $255 million, respectively, of net favorable (unfavorable) development for claims arising in prior years, including $(120) million and $350 million, respectively, of net favorable (unfavorable) prior year reserve development and $37 million of accretion of discount in each period that impacted the Company's results of operations.
 
Business Insurance. Net unfavorable prior year reserve development in the third quarter of 2019 totaled $316 million, primarily driven by (i) a $220 million increase to asbestos reserves, and higher than expected loss experience in the segment's domestic operations in (ii) the general liability product line (excluding the increase to asbestos reserves) for both primary and excess coverages for multiple accident years and (iii) the commercial automobile product line for recent accident years, partially offset by (iv) better than expected loss experience in the segment's domestic operations in the workers’ compensation product line for recent accident years. Net unfavorable prior year reserve development in the third quarter of 2018 totaled $56 million, primarily driven by (i) a $225 million increase to asbestos reserves and (ii) higher than expected loss experience in the segment's domestic operations in the commercial automobile product line for recent accident years, partially offset by (iii) better than expected loss experience in the segment's domestic operations in the workers’ compensation product line for multiple accident years.

Net unfavorable prior year reserve development in the first nine months of 2019 totaled $266 million, primarily driven by (i) higher than expected loss experience in the segment's domestic operations in the general liability product line (excluding increases to asbestos and environmental reserves) for primary and excess coverages for multiple accident years, including the impact for accident years 2009 and prior of the enactment of legislation by a number of states, which extended the statute of limitations for childhood sexual molestation claims, (ii) the $220 million increase to asbestos reserves, (iii) higher than expected loss experience in the segment's domestic operations in the commercial automobile product line for recent accident years, (iv) a $68 million increase to environmental reserves and (v) higher than expected loss experience in the segment's domestic operations in the commercial multi-peril product line for recent accident years, partially offset by better than expected loss experience in the segment's domestic operations in (vi) the workers’ compensation product line for multiple accident years and (vii) the commercial property product line for recent accident years. Net favorable prior year reserve development in the first nine months of 2018 totaled $94 million, primarily driven by better than expected loss experience in the segment's domestic operations in (i) the workers' compensation product line for multiple accident years and (ii) the commercial property product line for recent accident years, partially offset by (iii) a $225 million increase to asbestos reserves, (iv) higher than expected loss experience in the segment's domestic operations in the commercial automobile product line for recent accident years and (v) a $55 million increase to environmental reserves.

Bond & Specialty Insurance.  Net favorable prior year reserve development in the third quarter and first nine months of 2019 totaled $3 million and $45 million, respectively, and net favorable prior year reserve development in the third quarter and first nine months of 2018 totaled $53 million and $177 million, respectively. Net favorable prior year reserve development in all periods was primarily driven by better than expected loss experience in the segment's domestic operations in the general liability product line for multiple accident years.
 
Personal Insurance.  Net favorable prior year reserve development in the third quarter and first nine months of 2019 totaled $19 million and $101 million, respectively, primarily driven by better than expected loss experience in the segment's domestic operations 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 2018 totaled $17 million and $79 million, respectively, primarily driven by better than expected loss experience in the segment's domestic operations in the automobile product line for recent accident years.


20

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued


7.
OTHER COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE INCOME
 
The following tables present the changes in the Company’s accumulated other comprehensive income (loss) (AOCI) for the three months and nine months ended September 30, 2019.
 
 
Changes in Net Unrealized Gains (Losses) on Investment Securities
 
 
 
 
 
 
(in millions)
 
Having No Credit
Losses Recognized in
the Consolidated
Statement of Income
 
Having Credit 
Losses Recognized 
in the Consolidated
Statement of 
Income
 
Net Benefit Plan Assets and
Obligations
Recognized in
Shareholders’ 
Equity
 
Net Unrealized
Foreign Currency
Translation
 
Total Accumulated
Other
Comprehensive
Income (Loss)
 
 
 
 
 
 
 
 
 
 
 
Balance, June 30, 2019
 
1,684

 
194

 
(852
)
 
(820
)
 
206

 
 
 
 
 
 
 
 
 
 
 
Other comprehensive income (loss) (OCI) before reclassifications, net of tax
 
489

 
(2
)
 
2

 
(68
)
 
421

Amounts reclassified from AOCI, net of tax
 
(11
)
 

 
9

 

 
(2
)
Net OCI, current period
 
478

 
(2
)
 
11

 
(68
)
 
419

Balance, September 30, 2019
 
$
2,162

 
$
192

 
$
(841
)
 
$
(888
)
 
$
625


 
 
 
Changes in Net Unrealized Gains (Losses) on Investment Securities
 
 
 
 
 
 
(in millions)
 
Having No Credit
Losses Recognized in
the Consolidated
Statement of Income
 
Having Credit 
Losses Recognized 
in the Consolidated
Statement of 
Income
 
Net Benefit Plan Assets and
Obligations
Recognized in
Shareholders’ 
Equity
 
Net Unrealized
Foreign Currency
Translation
 
Total Accumulated
Other
Comprehensive
Income (Loss)
 
 
 
 
 
 
 
 
 
 
 
Balance, December 31, 2018
 
$
(306
)
 
$
193

 
$
(873
)
 
$
(873
)
 
$
(1,859
)
 
 
 
 
 
 
 
 
 
 
 
Other comprehensive income (OCI) before reclassifications, net of tax
 
2,502

 
(1
)
 
2

 
(15
)
 
2,488

Amounts reclassified from AOCI, net of tax
 
(34
)
 

 
30

 

 
(4
)
Net OCI, current period
 
2,468

 
$
(1
)
 
$
32

 
$
(15
)
 
$
2,484

Balance, September 30, 2019
 
$
2,162

 
$
192

 
$
(841
)
 
$
(888
)
 
$
625




21

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
7.
OTHER COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE INCOME, 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)
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
 
Changes in net unrealized gains (losses) on investment securities:
 
 

 
 

 
 

 
 

Having no credit losses recognized in the consolidated statement of income
 
$
605

 
$
(414
)
 
$
3,129

 
$
(1,915
)
Income tax expense (benefit)
 
127

 
(87
)
 
661

 
(403
)
Net of taxes
 
478

 
(327
)
 
2,468

 
(1,512
)
 
 
 
 
 
 
 
 
 
Having credit losses recognized in the consolidated statement of income
 
(3
)
 
(11
)
 
(2
)
 
(25
)
Income tax benefit
 
(1
)
 
(3
)
 
(1
)
 
(6
)
Net of taxes
 
(2
)
 
(8
)
 
(1
)
 
(19
)
 
 
 
 
 
 
 
 
 
Net changes in benefit plan assets and obligations
 
14

 
22

 
40

 
65

Income tax expense
 
3

 
5

 
8

 
14

Net of taxes
 
11

 
17

 
32

 
51

 
 
 
 
 
 
 
 
 
Net changes in unrealized foreign currency translation
 
(75
)
 

 
(20
)
 
(152
)
Income tax benefit
 
(7
)
 
(3
)
 
(5
)
 
(18
)
Net of taxes
 
(68
)
 
3

 
(15
)
 
(134
)
 
 
 
 
 
 
 
 
 
Total other comprehensive income (loss)
 
541

 
(403
)
 
3,147

 
(2,027
)
Total income tax expense (benefit)
 
122

 
(88
)
 
663

 
(413
)
Total other comprehensive income (loss), net of taxes
 
$
419

 
$
(315
)
 
$
2,484

 
$
(1,614
)

 

22

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
7.
OTHER COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE INCOME, 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)
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
 
Reclassification adjustments related to unrealized gains (losses) on investment securities:
 
 
 
 
 
 

 
 

Having no credit losses recognized in the consolidated statement of income (1)
 
$
(14
)
 
$
(18
)
 
$
(43
)
 
$
(30
)
Income tax expense (2)
 
(3
)
 
(3
)
 
(9
)
 
(6
)
Net of taxes
 
(11
)
 
(15
)
 
(34
)
 
(24
)
 
 
 
 
 
 
 
 
 
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 (3)
 
4

 
9

 
15

 
26

General and administrative expenses (3)
 
8

 
13

 
23

 
39

Total
 
12

 
22

 
38

 
65

Income tax benefit (2)
 
3

 
5

 
8

 
14

Net of taxes
 
9

 
17

 
30

 
51

 
 
 
 
 
 
 
 
 
Reclassification adjustment related to foreign currency translation (1)
 

 

 

 

Income tax benefit (2)
 

 

 

 

Net of taxes
 

 

 

 

 
 
 
 
 
 
 
 
 
Total reclassifications
 
(2
)
 
4

 
(5
)
 
35

Total income tax (expense) benefit
 

 
2

 
(1
)
 
8

Total reclassifications, net of taxes
 
$
(2
)
 
$
2

 
$
(4
)
 
$
27

 _________________________________________________________
(1)   (Increases) decreases net realized investment gains 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.

8.     DEBT
 
Debt Issuance.  On March 4, 2019, the Company issued $500 million aggregate principal amount of 4.10% senior notes that will mature on March 4, 2049.  The net proceeds of the issuance, after the deduction of the underwriting discount and expenses payable by the Company, totaled approximately $492 million.  Interest on the senior notes is payable semi-annually in arrears on March 4 and September 4.  Prior to September 4, 2048, the senior 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 the greater of (a) 100% of the principal amount of any senior notes to be redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest to but excluding September 4, 2048 on any senior 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 senior notes), plus 20 basis points.  On or after September 4, 2048, the senior 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 senior notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

23

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
8.                                      DEBT, Continued


Debt Repayment. On June 2, 2019, the Company's $500 million, 5.90% senior notes matured and were fully paid.

Commercial Paper.  The Company had $100 million of commercial paper outstanding at both September 30, 2019 and December 31, 2018.

9.     COMMON SHARE REPURCHASES
 
During the three months and nine months ended September 30, 2019, the Company repurchased 2.5 million and 8.0 million shares, respectively, under its share repurchase authorization, for a total cost of $375 million and $1.13 billion, respectively.  The average cost per share repurchased was $147.23 and $140.35, respectively.  In addition, the Company acquired 628 shares and 0.3 million shares for a total cost of $0.1 million and $47 million during the three months and nine months ended September 30, 2019, respectively, that were not part of the publicly announced share repurchase authorization.  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 price of certain stock options that were exercised. At September 30, 2019, the Company had $2.16 billion of capacity remaining under its share repurchase authorization.

10.     EARNINGS PER SHARE
 
The following is a reconciliation of the net 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)
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
 
Basic and Diluted
 
 
 
 
 
 

 
 

Net income, as reported
 
$
396

 
$
709

 
$
1,749

 
$
1,902

Participating share-based awards — allocated income
 
(3
)
 
(5
)
 
(12
)
 
(14
)
Net income available to common shareholders — basic and diluted
 
$
393

 
$
704

 
$
1,737

 
$
1,888

 
 
 
 
 
 
 
 
 
Common Shares
 
 
 
 
 
 

 
 

Basic
 
 
 
 
 
 

 
 

Weighted average shares outstanding
 
259.2

 
266.1

 
261.1

 
268.6

 
 
 
 
 
 
 
 
 
Diluted
 
 
 
 
 
 

 
 

Weighted average shares outstanding
 
259.2

 
266.1

 
261.1

 
268.6

Weighted average effects of dilutive securities — stock options and performance shares
 
2.6

 
2.3

 
2.3

 
2.5

Total
 
261.8

 
268.4

 
263.4

 
271.1

 
 
 
 
 
 
 
 
 
Net Income per Common Share
 
 
 
 
 
 

 
 

Basic
 
$
1.52

 
$
2.65

 
$
6.65

 
$
7.03

Diluted
 
$
1.50

 
$
2.62

 
$
6.59

 
$
6.97




24

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued


11.      SHARE-BASED INCENTIVE COMPENSATION

The following information relates to fully vested stock option awards at September 30, 2019:
 
                                           Stock Options
 
Number
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Contractual
Life
Remaining
 
Aggregate
Intrinsic
Value
($ in millions)
Vested at end of period (1)
 
6,001,876

 
$
106.47

 
5.6 years
 
$
253

Exercisable at end of period
 
4,039,266

 
$
96.13

 
4.2 years
 
$
212

_________________________________________________________
(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 $32 million and $33 million for the three months ended September 30, 2019 and 2018, respectively, and $112 million and $110 million for the nine months ended September 30, 2019 and 2018, respectively. The related tax benefits recognized in the consolidated statement of income were $6 million for each of the three months ended September 30, 2019 and 2018, and $20 million for each of the nine months ended September 30, 2019 and 2018.

The total unrecognized compensation cost related to all nonvested share-based incentive compensation awards at September 30, 2019 was $169 million, which is expected to be recognized over a weighted-average period of 1.8 years.

12.    PENSION PLANS, RETIREMENT BENEFITS AND SAVINGS PLANS
 
The following table summarizes the components of net periodic benefit cost for the Company’s pension and postretirement benefit plans recognized in the consolidated statement of income for the three months ended September 30, 2019 and 2018.
 
 
Pension Plans
 
Postretirement Benefit Plans
(for the three months ended September 30, in millions)
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
 
Net Periodic Benefit Cost:
 
 

 
 

 
 

 
 

Service cost
 
$
30

 
$
33

 
$

 
$

 
 
 
 
 
 
 
 
 
Non-service cost (benefit):
 
 

 
 

 
 

 
 

Interest cost on benefit obligation
 
$
35

 
$
32

 
$
2

 
$
1

Expected return on plan assets
 
(69
)
 
(66
)
 

 

Amortization of unrecognized:
 
 
 
 
 
 
 
 
Prior service benefit
 

 

 
(1
)
 
(1
)
Net actuarial loss
 
14

 
22

 

 

Total non-service cost (benefit)
 
(20
)
 
(12
)
 
1

 

Net periodic benefit cost
 
$
10

 
$
21

 
$
1

 
$


 
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, 2019 and 2018.
 

25

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
12.                PENSION PLANS, RETIREMENT BENEFITS AND SAVINGS PLANS, Continued

 
 
Pension Plans
 
Postretirement Benefit Plans
(for the three months ended September 30, in millions)
 
2019
 
2018
 
2019
 
2018
Service Cost:
 
 

 
 

 
 

 
 

Claims and claim adjustment expenses
 
$
13

 
$
13

 
$

 
$

General and administrative expenses
 
17

 
20

 

 

Total service cost
 
30

 
33

 

 

 
 
 
 
 
 
 
 
 
Non-Service Cost (Benefit):
 
 

 
 

 
 

 
 

Claims and claim adjustment expenses
 
(9
)
 
(4
)
 

 

General and administrative expenses
 
(11
)
 
(8
)
 
1

 

Total non-service cost (benefit)
 
(20
)
 
(12
)
 
1

 

Net periodic benefit cost
 
$
10

 
$
21

 
$
1

 
$


The following table summarizes the components of net periodic benefit cost for the Company’s pension and postretirement benefit plans recognized in the consolidated statement of income for the nine months ended September 30, 2019 and 2018.

 
 
Pension Plans
 
Postretirement Benefit Plans
(for the nine months ended September 30, in millions)
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
 
Net Periodic Benefit Cost:
 
 

 
 

 
 

 
 

Service cost
 
$
89

 
$
99

 
$

 
$

 
 
 
 
 
 
 
 
 
Non-service cost (benefit):
 
 

 
 

 
 

 
 

Interest cost on benefit obligation
 
105

 
95

 
6

 
5

Expected return on plan assets
 
(206
)
 
(198
)
 

 

Amortization of unrecognized:
 
 
 
 
 
 
 
 
Prior service benefit
 
(1
)
 
(1
)
 
(3
)
 
(3
)
Net actuarial loss
 
42

 
68

 

 

Total non-service cost (benefit)
 
(60
)
 
(36
)
 
3

 
2

Net periodic benefit cost
 
$
29

 
$
63

 
$
3

 
$
2



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, 2019 and 2018.
 
 
Pension Plans
 
Postretirement Benefit Plans
(for the nine months ended September 30, in millions)
 
2019
 
2018
 
2019
 
2018
Service Cost:
 
 

 
 

 
 

 
 

Claims and claim adjustment expenses
 
$
37

 
$
40

 
$

 
$

General and administrative expenses
 
52

 
59

 

 

Total service cost
 
89

 
99

 

 

 
 
 
 
 
 
 
 
 
Non-Service Cost (Benefit):
 
 

 
 

 
 

 
 

Claims and claim adjustment expenses
 
(25
)
 
(14
)
 
1

 
1

General and administrative expenses
 
(35
)
 
(22
)
 
2

 
1

Total non-service cost (benefit)
 
(60
)
 
(36
)
 
3

 
2

Net periodic benefit cost
 
$
29

 
$
63

 
$
3

 
$
2




26

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued


13.          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. See note 1 - Adoption of Accounting Standards - Leases for additional information regarding the accounting for leases.

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:
(in millions)
 
Three Months Ended
September 30, 2019
 
Nine Months Ended
September 30, 2019
 
 
 
 
 
Lease cost
 
 
 
 
Operating leases
 
$
23

 
$
68

Short-term leases (1)
 
2

 
9

Lease expense
 
25

 
77

Less: sublease income (2)
 

 

Net lease cost
 
$
25

 
$
77

 
 
 
 
 
Other information on operating leases
 
 
 
 
Cash payments included in the measurement of lease liabilities reported in operating cash flows
 
$
27

 
$
77

Right-of-use assets obtained in exchange for new lease liabilities
 
$
14

 
$
50

Weighted average discount rate
 
3.04
%
 
3.04
%
Weighted average remaining lease term in years
 
5.2 years

 
5.2 years

_________________________________________________________

(1) Leases with an initial term of twelve months or less are not recorded on the 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.

The following table presents the contractual maturities of the Company's lease liabilities:
(in millions)
 
Real Estate Lease Liability
 
 
 
Remainder of 2019
 
$
26

2020
 
106

2021
 
92

2022
 
70

2023
 
50

Thereafter
 
82

Total undiscounted lease payments
 
426

Less: present value adjustment
 
35

Operating lease liability
 
$
391




27

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued


14.    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 and Environmental 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- and environmental-related exposures that are the subject of related coverage litigation. The Company is defending asbestos- and environmental-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 and environmental 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 and environmental 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 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 and real estate partnerships in which it invests.  These commitments totaled $1.55 billion and $1.60 billion at September 30, 2019 and December 31, 2018, 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 at September 30, 2019.
 
The maximum amount of the Company’s obligation for guarantees of certain investments and third-party loans related to certain investments that are quantifiable was $0 at September 30, 2019. 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 at September 30, 2019, all of which is indemnified by a third party.  For more information regarding Company guarantees, see note 16 of notes to the consolidated financial statements in the Company’s 2018 Annual Report.

15.
CONSOLIDATING FINANCIAL STATEMENTS OF THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
 
The following consolidating financial statements of the Company have been prepared pursuant to Rule 3-10 of Regulation S-X. These consolidating financial statements have been prepared from the Company’s financial information on the same basis of accounting as the consolidated financial statements. The Travelers Companies, Inc. (excluding its subsidiaries, TRV) has fully and

28

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
15.
CONSOLIDATING FINANCIAL STATEMENTS OF THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES, Continued

unconditionally guaranteed certain debt obligations of Travelers Property Casualty Corp. (TPC) and Travelers Insurance Group Holdings, Inc. (TIGHI), which totaled $700 million at September 30, 2019.
 
Prior to the merger of TPC and The St. Paul Companies, Inc. in 2004, TPC fully and unconditionally guaranteed the payment of all principal, premiums, if any, and interest on certain debt obligations of its wholly-owned subsidiary, TIGHI. Concurrent with the merger, TRV fully and unconditionally assumed such guarantee obligations of TPC. TPC is deemed to have no assets or operations independent of TIGHI. Consolidating financial information for TIGHI has not been presented herein because such financial information would be substantially the same as the financial information provided for TPC.
 
CONSOLIDATING STATEMENT OF INCOME (Unaudited)
For the three months ended September 30, 2019
 
(in millions)
 
TPC
 
Other
Subsidiaries
 
TRV
 
Eliminations
 
Consolidated
Revenues
 
 

 
 

 
 

 
 

 
 

Premiums
 
$
4,923

 
$
2,256

 
$

 
$

 
$
7,179

Net investment income
 
428

 
185

 
9

 

 
622

Fee income
 
120

 
1

 

 

 
121

Net realized investment gains (1)
 
7

 
16

 

 

 
23

Other revenues
 
36

 
32

 

 

 
68

Total revenues
 
5,514

 
2,490

 
9

 

 
8,013

 
 
 
 
 
 
 
 
 
 
 
Claims and expenses
 
 

 
 

 
 

 
 

 
 

Claims and claim adjustment expenses
 
3,555

 
1,675

 

 

 
5,230

Amortization of deferred acquisition costs
 
791

 
378

 

 

 
1,169

General and administrative expenses
 
752

 
341

 
5

 

 
1,098

Interest expense
 
12

 

 
72

 

 
84

Total claims and expenses
 
5,110

 
2,394

 
77

 

 
7,581

Income (loss) before income taxes
 
404

 
96

 
(68
)
 

 
432

Income tax expense (benefit)
 
42

 
12

 
(18
)
 

 
36

Net income of subsidiaries
 

 

 
446

 
(446
)
 

Net income
 
$
362

 
$
84

 
$
396

 
$
(446
)
 
$
396

____________________________________________________
(1)
Total other-than-temporary impairments (OTTI) for the three months ended September 30, 2019, and the amounts comprising total OTTI that were recognized in net realized investment gains and in other comprehensive income (OCI) were as follows:
 
(in millions)
 
TPC
 
Other
Subsidiaries
 
TRV
 
Eliminations
 
Consolidated
Total OTTI losses
 
$

 
$

 
$

 
$

 
$

OTTI losses recognized in net realized investment gains
 
$

 
$

 
$

 
$

 
$

OTTI losses recognized in OCI
 
$

 
$

 
$

 
$

 
$

 

29

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
15.
CONSOLIDATING FINANCIAL STATEMENTS OF THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES, Continued

CONSOLIDATING STATEMENT OF INCOME (Unaudited)
For the three months ended September 30, 2018
 
(in millions)
 
TPC
 
Other
Subsidiaries
 
TRV
 
Eliminations
 
Consolidated
Revenues
 
 

 
 

 
 

 
 

 
 

Premiums
 
$
4,715

 
$
2,167

 
$

 
$

 
$
6,882

Net investment income
 
444

 
193

 
9

 

 
646

Fee income
 
108

 
1

 

 

 
109

Net realized investment gains (1)
 
13

 
9

 
7

 

 
29

Other revenues
 
29

 
30

 

 
(2
)
 
57

Total revenues
 
5,309

 
2,400

 
16

 
(2
)
 
7,723

 
 
 
 
 
 
 
 
 
 
 
Claims and expenses
 
 

 
 

 
 

 
 

 
 

Claims and claim adjustment expenses
 
3,149

 
1,506

 

 

 
4,655

Amortization of deferred acquisition costs
 
757

 
360

 

 

 
1,117

General and administrative expenses
 
728

 
326

 
7

 
(2
)
 
1,059

Interest expense
 
12

 

 
74

 

 
86

Total claims and expenses
 
4,646

 
2,192

 
81

 
(2
)
 
6,917

Income (loss) before income taxes
 
663

 
208

 
(65
)
 

 
806

Income tax expense (benefit)
 
104

 
36

 
(43
)
 

 
97

Net income of subsidiaries
 

 

 
731

 
(731
)
 

Net income
 
$
559

 
$
172

 
$
709

 
$
(731
)
 
$
709

 
_________________________________________________________
(1)
Total other-than-temporary impairments (OTTI) for the three months ended September 30, 2018, and the amounts comprising total OTTI that were recognized in net realized investment gains and in other comprehensive income (loss) (OCI) were as follows:
 
(in millions)
 
TPC
 
Other
Subsidiaries
 
TRV
 
Eliminations
 
Consolidated
Total OTTI losses
 
$

 
$

 
$

 
$

 
$

OTTI losses recognized in net realized investment gains
 
$

 
$

 
$

 
$

 
$

OTTI losses recognized in OCI
 
$

 
$

 
$

 
$

 
$

 



30

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
15.
CONSOLIDATING FINANCIAL STATEMENTS OF THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES, Continued

CONSOLIDATING STATEMENT OF INCOME (Unaudited)
For the nine months ended September 30, 2019
 
(in millions)
 
TPC
 
Other
Subsidiaries
 
TRV
 
Eliminations
 
Consolidated
Revenues
 
 

 
 

 
 

 
 

 
 

Premiums
 
$
14,398

 
$
6,624

 
$

 
$

 
$
21,022

Net investment income
 
1,299

 
521

 
32

 

 
1,852

Fee income
 
345

 
1

 

 

 
346

Net realized investment gains (1)
 
43

 
37

 
21

 

 
101

Other revenues
 
105

 
92

 

 

 
197

Total revenues
 
16,190

 
7,275

 
53

 

 
23,518

Claims and expenses
 
 

 
 

 
 

 
 

 
 

Claims and claim adjustment expenses
 
9,827

 
4,666

 

 

 
14,493

Amortization of deferred acquisition costs
 
2,276

 
1,144

 

 

 
3,420

General and administrative expenses
 
2,242

 
1,023

 
15

 

 
3,280

Interest expense
 
36

 

 
225

 

 
261

Total claims and expenses
 
14,381

 
6,833

 
240

 

 
21,454

Income (loss) before income taxes
 
1,809

 
442

 
(187
)
 

 
2,064

Income tax expense (benefit)
 
310

 
66

 
(61
)
 

 
315

Net income of subsidiaries
 

 

 
1,875

 
(1,875
)
 

Net income
 
$
1,499

 
$
376

 
$
1,749

 
$
(1,875
)
 
$
1,749

_________________________________________________________ 
(1)
Total other-than-temporary impairments (OTTI) for the nine months ended September 30, 2019, and the amounts comprising total OTTI that were recognized in net realized investment gains and in other comprehensive income (OCI) were as follows:
 
(in millions)
 
TPC
 
Other
Subsidiaries
 
TRV
 
Eliminations
 
Consolidated
Total OTTI losses
 
$
(1
)
 
$
(1
)
 
$

 
$

 
$
(2
)
OTTI losses recognized in net realized investment gains
 
$
(1
)
 
$
(1
)
 
$

 
$

 
$
(2
)
OTTI losses recognized in OCI
 
$

 
$

 
$

 
$

 
$

 

31

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
15.
CONSOLIDATING FINANCIAL STATEMENTS OF THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES, Continued

CONSOLIDATING STATEMENT OF INCOME (Unaudited)
For the nine months ended September 30, 2018
 
(in millions)
 
TPC
 
Other
Subsidiaries
 
TRV
 
Eliminations
 
Consolidated
Revenues
 
 

 
 

 
 

 
 

 
 

Premiums
 
$
13,760

 
$
6,354

 
$

 
$

 
$
20,114

Net investment income
 
1,268

 
553

 
23

 

 
1,844

Fee income
 
323

 
1

 

 

 
324

Net realized investment gains (1)
 
33

 
13

 
8

 

 
54

Other revenues
 
69

 
85

 

 
(4
)
 
150

Total revenues
 
15,453

 
7,006

 
31

 
(4
)
 
22,486

Claims and expenses
 
 

 
 

 
 

 
 

 
 

Claims and claim adjustment expenses
 
9,123

 
4,390

 

 

 
13,513

Amortization of deferred acquisition costs
 
2,189

 
1,070

 

 

 
3,259

General and administrative expenses
 
2,223

 
997

 
18

 
(4
)
 
3,234

Interest expense
 
36

 

 
229

 

 
265

Total claims and expenses
 
13,571

 
6,457

 
247

 
(4
)
 
20,271

Income (loss) before income taxes
 
1,882

 
549

 
(216
)
 

 
2,215

Income tax expense (benefit)
 
314

 
89

 
(90
)
 

 
313

Net income of subsidiaries
 

 

 
2,028

 
(2,028
)
 

Net income
 
$
1,568

 
$
460

 
$
1,902

 
$
(2,028
)
 
$
1,902

_________________________________________________________
(1)
Total other-than-temporary impairments (OTTI) for the nine months ended September 30, 2018, and the amounts comprising total OTTI that were recognized in net realized investment gains and in other comprehensive income (loss) (OCI) were as follows:
 
(in millions)
 
TPC
 
Other
Subsidiaries
 
TRV
 
Eliminations
 
Consolidated
Total OTTI losses
 
$
(1
)
 
$

 
$

 
$

 
$
(1
)
OTTI losses recognized in net realized investment gains
 
$
(1
)
 
$

 
$

 
$

 
$
(1
)
OTTI gains (losses) recognized in OCI
 
$

 
$

 
$

 
$

 
$



32

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
15.
CONSOLIDATING FINANCIAL STATEMENTS OF THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES, Continued

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (Unaudited)
For the three months ended September 30, 2019
 
(in millions)
 
TPC
 
Other
Subsidiaries
 
TRV
 
Eliminations
 
Consolidated
Net income
 
$
362

 
$
84

 
$
396

 
$
(446
)
 
$
396

 
 
 
 
 
 
 
 
 
 
 
Other comprehensive income:
 
 

 
 

 
 

 
 

 
 

Changes in net unrealized gains on investment securities:
 
 

 
 

 
 

 
 

 
 

Having no credit losses recognized in the consolidated statement of income
 
427

 
177

 
1

 

 
605

Having credit losses recognized in the consolidated statement of income
 
(3
)
 

 

 

 
(3
)
Net changes in benefit plan assets and obligations
 

 
2

 
12

 

 
14

Net changes in unrealized foreign currency translation
 
(33
)
 
(42
)
 

 

 
(75
)
Other comprehensive income before income taxes and other comprehensive income of subsidiaries
 
391

 
137

 
13

 

 
541

Income tax expense
 
85

 
37

 

 

 
122

Other comprehensive income, net of taxes, before other comprehensive income of subsidiaries
 
306

 
100

 
13

 

 
419

Other comprehensive income of subsidiaries
 

 

 
406

 
(406
)
 

Other comprehensive income
 
306

 
100

 
419

 
(406
)
 
419

Comprehensive income
 
$
668

 
$
184

 
$
815

 
$
(852
)
 
$
815

 

33

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
15.
CONSOLIDATING FINANCIAL STATEMENTS OF THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES, Continued

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (Unaudited)
For the three months ended September 30, 2018
 
(in millions)
 
TPC
 
Other
Subsidiaries
 
TRV
 
Eliminations
 
Consolidated
Net income
 
$
559

 
$
172

 
$
709

 
$
(731
)
 
$
709

 
 
 
 
 
 
 
 
 
 
 
Other comprehensive income (loss):
 
 

 
 

 
 

 
 

 
 

Changes in net unrealized gains (losses) on investment securities:
 
 

 
 

 
 

 
 

 
 

Having no credit losses recognized in the consolidated statement of income
 
(299
)
 
(115
)
 

 

 
(414
)
Having credit losses recognized in the consolidated statement of income
 
(8
)
 
(3
)
 

 

 
(11
)
Net changes in benefit plan assets and obligations
 

 
1

 
21

 

 
22

Net changes in unrealized foreign currency translation
 
6

 
(6
)
 

 

 

Other comprehensive income (loss) before income taxes and other comprehensive loss of subsidiaries
 
(301
)
 
(123
)
 
21

 

 
(403
)
Income tax expense (benefit)
 
(67
)
 
(24
)
 
3

 

 
(88
)
Other comprehensive income (loss), net of taxes, before other comprehensive loss of subsidiaries
 
(234
)
 
(99
)
 
18

 

 
(315
)
Other comprehensive loss of subsidiaries
 

 

 
(333
)
 
333

 

Other comprehensive loss
 
(234
)
 
(99
)
 
(315
)
 
333

 
(315
)
Comprehensive income
 
$
325

 
$
73

 
$
394

 
$
(398
)
 
$
394

 



34

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
15.
CONSOLIDATING FINANCIAL STATEMENTS OF THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES, Continued

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (Unaudited)
For the nine months ended September 30, 2019
 
(in millions)
 
TPC
 
Other
Subsidiaries
 
TRV
 
Eliminations
 
Consolidated
Net income
 
$
1,499

 
$
376

 
$
1,749

 
$
(1,875
)
 
$
1,749

Other comprehensive income:
 
 

 
 

 
 

 
 

 
 

Changes in net unrealized gains on investment securities:
 
 

 
 

 
 

 
 

 
 

Having no credit losses recognized in the consolidated statement of income
 
2,192

 
933

 
4

 

 
3,129

Having credit losses recognized in the consolidated statement of income
 
(2
)
 

 

 

 
(2
)
Net changes in benefit plan assets and obligations
 

 
2

 
38

 

 
40

Net changes in unrealized foreign currency translation
 
9

 
(29
)
 

 

 
(20
)
Other comprehensive income before income taxes and other comprehensive income of subsidiaries
 
2,199

 
906

 
42

 

 
3,147

Income tax expense
 
460

 
197

 
6

 

 
663

Other comprehensive income, net of taxes, before other comprehensive income of subsidiaries
 
1,739

 
709

 
36

 

 
2,484

Other comprehensive income of subsidiaries
 

 

 
2,448

 
(2,448
)
 

Other comprehensive income
 
1,739

 
709

 
2,484

 
(2,448
)
 
2,484

Comprehensive income
 
$
3,238

 
$
1,085

 
$
4,233

 
$
(4,323
)
 
$
4,233

 

35

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
15.
CONSOLIDATING FINANCIAL STATEMENTS OF THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES, Continued

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) (Unaudited)
For the nine months ended September 30, 2018
 
(in millions)
 
TPC
 
Other
Subsidiaries
 
TRV
 
Eliminations
 
Consolidated
Net income
 
$
1,568

 
$
460

 
$
1,902

 
$
(2,028
)
 
$
1,902

Other comprehensive income (loss):
 
 

 
 

 
 

 
 

 
 

Changes in net unrealized gains (losses) on investment securities:
 
 

 
 

 
 

 
 

 
 

Having no credit losses recognized in the consolidated statement of income
 
(1,346
)
 
(568
)
 
(1
)
 

 
(1,915
)
Having credit losses recognized in the consolidated statement of income
 
(19
)
 
(6
)
 

 

 
(25
)
Net changes in benefit plan assets and obligations
 

 
1

 
64

 

 
65

Net changes in unrealized foreign currency translation
 
(96
)
 
(56
)
 

 

 
(152
)
Other comprehensive income (loss) before income taxes and other comprehensive loss of subsidiaries
 
(1,461
)
 
(629
)
 
63

 

 
(2,027
)
Income tax expense (benefit)
 
(300
)
 
(122
)
 
9

 

 
(413
)
Other comprehensive income (loss), net of taxes, before other comprehensive loss of subsidiaries
 
(1,161
)
 
(507
)
 
54

 

 
(1,614
)
Other comprehensive loss of subsidiaries
 

 

 
(1,668
)
 
1,668

 

Other comprehensive loss
 
(1,161
)
 
(507
)
 
(1,614
)
 
1,668

 
(1,614
)
Comprehensive income (loss)
 
$
407

 
$
(47
)
 
$
288

 
$
(360
)
 
$
288



36

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
15.
CONSOLIDATING FINANCIAL STATEMENTS OF THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES, Continued

CONSOLIDATING BALANCE SHEET (Unaudited)
At September 30, 2019
(in millions)
 
TPC
 
Other
Subsidiaries
 
TRV
 
Eliminations
 
Consolidated
Assets
 
 

 
 

 
 

 
 

 
 

Fixed maturities, available for sale, at fair value (amortized cost $65,021)
 
$
46,887

 
$
21,033

 
$
91

 
$

 
$
68,011

Equity securities, at fair value (cost $375)
 
103

 
114

 
195

 

 
412

Real estate investments
 
1

 
962

 

 

 
963

Short-term securities
 
2,485

 
653

 
1,459

 

 
4,597

Other investments
 
2,682

 
754

 
1

 

 
3,437

Total investments
 
52,158

 
23,516

 
1,746

 

 
77,420

Cash
 
220

 
288

 

 

 
508

Investment income accrued
 
397

 
176

 
2

 

 
575

Premiums receivable
 
5,491

 
2,631

 

 

 
8,122

Reinsurance recoverables
 
6,416

 
1,746

 

 

 
8,162

Ceded unearned premiums
 
746

 
111

 

 

 
857

Deferred acquisition costs
 
2,133

 
188

 

 

 
2,321

Contractholder receivables
 
4,792

 
10

 

 

 
4,802

Goodwill
 
2,580

 
1,358

 

 
(9
)
 
3,929

Other intangible assets
 
219

 
110

 

 

 
329

Investment in subsidiaries
 

 

 
29,665

 
(29,665
)
 

Other assets
 
2,332

 
252

 
632

 

 
3,216

Total assets
 
$
77,484

 
$
30,386

 
$
32,045

 
$
(29,674
)
 
$
110,241

 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 

 
 

 
 

 
 

 
 

Claims and claim adjustment expense reserves
 
$
35,445

 
$
16,167

 
$

 
$

 
$
51,612

Unearned premium reserves
 
10,412

 
4,500

 

 

 
14,912

Contractholder payables
 
4,792

 
10

 

 

 
4,802

Payables for reinsurance premiums
 
342

 
231

 

 

 
573

Deferred taxes
 
306

 
(147
)
 
29

 

 
188

Debt
 
693

 

 
5,865

 

 
6,558

Other liabilities
 
4,497

 
956

 
536

 

 
5,989

Total liabilities
 
56,487

 
21,717

 
6,430

 

 
84,634

 
 
 
 
 
 
 
 
 
 
 
Shareholders’ equity
 
 

 
 

 
 

 
 

 
 

Common stock (1,750.0 shares authorized; 258.1 shares issued and outstanding)
 

 
584

 
23,432

 
(584
)
 
23,432

Additional paid-in capital
 
11,634

 
7,046

 

 
(18,680
)
 

Retained earnings
 
8,185

 
776

 
36,325

 
(8,969
)
 
36,317

Accumulated other comprehensive income
 
1,178

 
263

 
625

 
(1,441
)
 
625

Treasury stock, at cost (519.3 shares)
 

 

 
(34,767
)
 

 
(34,767
)
Total shareholders’ equity
 
20,997

 
8,669

 
25,615

 
(29,674
)
 
25,607

Total liabilities and shareholders’ equity
 
$
77,484

 
$
30,386

 
$
32,045

 
$
(29,674
)
 
$
110,241




37

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
15.
CONSOLIDATING FINANCIAL STATEMENTS OF THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES, Continued

CONSOLIDATING BALANCE SHEET (Unaudited)
At December 31, 2018
(in millions)
 
TPC
 
Other
Subsidiaries
 
TRV
 
Eliminations
 
Consolidated
Assets
 
 

 
 

 
 

 
 

 
 

Fixed maturities, available for sale, at fair value (amortized cost $63,601)
 
$
43,683

 
$
19,697

 
$
84

 
$

 
$
63,464

Equity securities, at fair value (cost $382)
 
105

 
92

 
171

 

 
368

Real estate investments
 
2

 
902

 

 

 
904

Short-term securities
 
1,855

 
759

 
1,371

 

 
3,985

Other investments
 
2,746

 
810

 
1

 

 
3,557

Total investments
 
48,391

 
22,260

 
1,627

 

 
72,278

Cash
 
181

 
192

 

 

 
373

Investment income accrued
 
434

 
187

 
3

 

 
624

Premiums receivable
 
5,089

 
2,417

 

 

 
7,506

Reinsurance recoverables
 
5,904

 
2,466

 

 

 
8,370

Ceded unearned premiums
 
522

 
56

 

 

 
578

Deferred acquisition costs
 
1,930

 
190

 

 

 
2,120

Deferred taxes
 
167

 
302

 
(24
)
 

 
445

Contractholder receivables
 
3,867

 
918

 

 

 
4,785

Goodwill
 
2,578

 
1,368

 

 
(9
)
 
3,937

Other intangible assets
 
224

 
121

 

 

 
345

Investment in subsidiaries
 

 

 
26,993

 
(26,993
)
 

Other assets
 
2,220

 
15

 
669

 
(32
)
 
2,872

Total assets
 
$
71,507

 
$
30,492

 
$
29,268

 
$
(27,034
)
 
$
104,233

 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 

 
 

 
 

 
 

 
 

Claims and claim adjustment expense reserves
 
$
34,093

 
$
16,575

 
$

 
$

 
$
50,668

Unearned premium reserves
 
9,414

 
4,141

 

 

 
13,555

Contractholder payables
 
3,867

 
918

 

 

 
4,785

Payables for reinsurance premiums
 
169

 
120

 

 

 
289

Debt
 
693

 
32

 
5,871

 
(32
)
 
6,564

Other liabilities
 
4,133

 
849

 
496

 

 
5,478

Total liabilities
 
52,369

 
22,635

 
6,367

 
(32
)
 
81,339

 
 
 
 
 
 
 
 
 
 
 
Shareholders’ equity
 
 

 
 

 
 

 
 

 
 

Common stock (1,750.0 shares authorized; 263.7 shares issued and 263.6 shares outstanding)
 

 
401

 
23,144

 
(401
)
 
23,144

Additional paid-in capital
 
11,634

 
7,023

 

 
(18,657
)
 

Retained earnings
 
8,065

 
879

 
35,211

 
(8,951
)
 
35,204

Accumulated other comprehensive loss
 
(561
)
 
(446
)
 
(1,859
)
 
1,007

 
(1,859
)
Treasury stock, at cost (510.9 shares)
 

 

 
(33,595
)
 

 
(33,595
)
Total shareholders’ equity
 
19,138

 
7,857

 
22,901

 
(27,002
)
 
22,894

Total liabilities and shareholders’ equity
 
$
71,507

 
$
30,492

 
$
29,268

 
$
(27,034
)
 
$
104,233






38

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
15.
CONSOLIDATING FINANCIAL STATEMENTS OF THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES, Continued

CONSOLIDATING STATEMENT OF CASH FLOWS (Unaudited)
For the nine months ended September 30, 2019
(in millions)
 
TPC
 
Other
Subsidiaries
 
TRV
 
Eliminations
 
Consolidated
Cash flows from operating activities
 
 
 
 
 
 
 
 
 
 
Net income
 
$
1,499

 
$
376

 
$
1,749

 
$
(1,875
)
 
$
1,749

Net adjustments to reconcile net income to net cash provided by operating activities
 
1,502

 
604

 
(47
)
 
(15
)
 
2,044

Net cash provided by operating activities
 
3,001

 
980

 
1,702

 
(1,890
)
 
3,793

Cash flows from investing activities
 
 
 
 
 
 
 
 
 
 
Proceeds from maturities of fixed maturities
 
3,404

 
1,482

 
9

 

 
4,895

Proceeds from sales of investments:
 
 
 
 
 
 
 
 
 
 
Fixed maturities
 
1,142

 
658

 
1

 

 
1,801

Equity securities
 
42

 
57

 

 

 
99

Other investments
 
261

 
85

 

 

 
346

Purchases of investments:
 
 
 
 
 
 
 
 
 
 
Fixed maturities
 
(5,551
)
 
(2,670
)
 
(13
)
 

 
(8,234
)
Equity securities
 
(1
)
 
(57
)
 
(4
)
 

 
(62
)
Real estate investments
 

 
(95
)
 

 

 
(95
)
Other investments
 
(323
)
 
(46
)
 

 

 
(369
)
Net sales (purchases) of short-term securities
 
(630
)
 
101

 
(88
)
 

 
(617
)
Securities transactions in course of settlement
 
312

 
120

 

 

 
432

Other
 
(239
)
 
(4
)
 

 

 
(243
)
Net cash used in investing activities
 
(1,583
)
 
(369
)
 
(95
)
 

 
(2,047
)
Cash flows from financing activities
 
 
 
 
 
 
 
 
 
 
Treasury stock acquired — share repurchase authorization
 

 

 
(1,125
)
 

 
(1,125
)
Treasury stock acquired — net employee share-based compensation
 

 

 
(47
)
 

 
(47
)
Dividends paid to shareholders
 

 

 
(633
)
 

 
(633
)
Payment of debt
 

 
(32
)
 
(500
)
 
32

 
(500
)
Issuance of debt
 

 

 
492

 

 
492

Issuance of common stock — employee share options
 

 

 
206

 

 
206

Dividends paid to parent company
 
(1,379
)
 
(479
)
 

 
1,858

 

Net cash used in financing activities
 
(1,379
)
 
(511
)
 
(1,607
)
 
1,890

 
(1,607
)
Effect of exchange rate changes on cash
 

 
(4
)
 

 

 
(4
)
Net increase in cash
 
39

 
96

 

 

 
135

Cash at beginning of year
 
181

 
192

 

 

 
373

Cash at end of period
 
$
220

 
$
288

 
$

 
$

 
$
508

Supplemental disclosure of cash flow information
 
 
 
 
 
 
 
 
 
 
Income taxes paid (received)
 
$
333

 
$
118

 
$
(84
)
 
$

 
$
367

Interest paid
 
$
40

 
$

 
$
191

 
$

 
$
231





39

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
15.
CONSOLIDATING FINANCIAL STATEMENTS OF THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES, Continued

CONSOLIDATING STATEMENT OF CASH FLOWS (Unaudited)
For the nine months ended September 30, 2018
(in millions)
 
TPC
 
Other
Subsidiaries
 
TRV
 
Eliminations
 
Consolidated
Cash flows from operating activities
 
 
 
 
 
 
 
 
 
 
Net income
 
$
1,568

 
$
460

 
$
1,902

 
$
(2,028
)
 
$
1,902

Net adjustments to reconcile net income to net cash provided by operating activities
 
1,156

 
373

 
(126
)
 
127

 
1,530

Net cash provided by operating activities
 
2,724

 
833

 
1,776

 
(1,901
)
 
3,432

Cash flows from investing activities
 
 
 
 
 
 
 
 
 
 
Proceeds from maturities of fixed maturities
 
4,197

 
1,439

 
19

 

 
5,655

Proceeds from sales of investments:
 
 
 
 
 
 
 
 
 
 
Fixed maturities
 
2,219

 
965

 
1

 

 
3,185

Equity securities
 
39

 
82

 
6

 

 
127

Real estate investments
 

 
8

 

 

 
8

Other investments
 
198

 
72

 

 

 
270

Purchases of investments:
 
 
 
 
 
 
 
 
 
 
Fixed maturities
 
(7,625
)
 
(3,215
)
 
(22
)
 

 
(10,862
)
Equity securities
 
(3
)
 
(74
)
 
(9
)
 

 
(86
)
Real estate investments
 
(1
)
 
(56
)
 

 

 
(57
)
Other investments
 
(329
)
 
(63
)
 

 

 
(392
)
Net sales (purchases) of short-term securities
 
364

 
209

 
(117
)
 

 
456

Securities transactions in course of settlement
 
113

 
60

 

 

 
173

Acquisition, net of cash acquired
 

 
(4
)
 

 

 
(4
)
Other
 
(225
)
 
(7
)
 

 

 
(232
)
Net cash used in investing activities
 
(1,053
)
 
(584
)
 
(122
)
 

 
(1,759
)
Cash flows from financing activities
 
 
 
 
 
 
 
 
 
 
Treasury stock acquired — share repurchase authorization
 

 

 
(1,100
)
 

 
(1,100
)
Treasury stock acquired — net employee share-based compensation
 

 

 
(51
)
 

 
(51
)
Dividends paid to shareholders
 

 

 
(611
)
 

 
(611
)
Payment of debt
 

 

 
(600
)
 

 
(600
)
Issuance of debt
 

 
7

 
591

 
(7
)
 
591

Issuance of common stock — employee share options
 

 

 
117

 

 
117

Dividends paid to parent company
 
(1,653
)
 
(255
)
 

 
1,908

 

Net cash used in financing activities
 
(1,653
)
 
(248
)
 
(1,654
)
 
1,901

 
(1,654
)
Effect of exchange rate changes on cash
 
(1
)
 
(3
)
 

 

 
(4
)
Net increase (decrease) in cash
 
17

 
(2
)
 

 

 
15

Cash at beginning of year
 
157

 
187

 

 

 
344

Cash at end of period
 
$
174

 
$
185

 
$

 
$

 
$
359

Supplemental disclosure of cash flow information
 
 
 
 
 
 
 
 
 
 
Income taxes paid (received)
 
$
198

 
$
172

 
$
(126
)
 
$

 
$
244

Interest paid
 
$
40

 
$

 
$
185

 
$

 
$
225



40


THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
 
Item 2.        MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following is a discussion and analysis of the Company’s financial condition and results of operations.
 
FINANCIAL HIGHLIGHTS
 
2019 Third Quarter Consolidated Results of Operations
 
Net income of $396 million, or $1.52 per share basic and $1.50 per share diluted
Net earned premiums of $7.18 billion
Catastrophe losses of $241 million ($190 million after-tax)
Net unfavorable prior year reserve development of $294 million ($232 million after-tax)
Combined ratio of 101.5%
Net investment income of $622 million ($528 million after-tax)
Operating cash flows of $2.00 billion
 
2019 Third Quarter Consolidated Financial Condition
 
Total investments of $77.42 billion; fixed maturities and short-term securities comprised 94% of total investments
Total assets of $110.24 billion
Total debt of $6.56 billion, resulting in a debt-to-total capital ratio of 20.4% (22.0% excluding net unrealized investment gains, net of tax)
Repurchased 2.5 million common shares for total cost of $375 million and paid $214 million of dividends to shareholders
Shareholders’ equity of $25.61 billion
Net unrealized investment gains of $2.99 billion ($2.35 billion after-tax)
Book value per common share of $99.21
Holding company liquidity of $1.51 billion

 

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THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
 
MANAGEMENT'S DISCUSSION AND ANALYSIS, Continued


CONSOLIDATED OVERVIEW
 
Consolidated Results of Operations
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(in millions, except ratio and per share amounts)
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
 
Revenues
 
 

 
 

 
 

 
 

Premiums
 
$
7,179

 
$
6,882

 
$
21,022

 
$
20,114

Net investment income
 
622

 
646

 
1,852

 
1,844

Fee income
 
121

 
109

 
346

 
324

Net realized investment gains
 
23

 
29

 
101

 
54

Other revenues
 
68

 
57

 
197

 
150

Total revenues
 
8,013

 
7,723

 
23,518

 
22,486

 
 
 
 
 
 
 
 
 
Claims and expenses
 
 

 
 

 
 

 
 

Claims and claim adjustment expenses
 
5,230

 
4,655

 
14,493

 
13,513

Amortization of deferred acquisition costs
 
1,169

 
1,117

 
3,420

 
3,259

General and administrative expenses
 
1,098

 
1,059

 
3,280

 
3,234

Interest expense
 
84

 
86

 
261

 
265

Total claims and expenses
 
7,581

 
6,917

 
21,454

 
20,271

Income before income taxes
 
432

 
806

 
2,064

 
2,215

Income tax expense
 
36

 
97

 
315

 
313

Net income
 
$
396

 
$
709

 
$
1,749

 
$
1,902

 
 
 
 
 
 
 
 
 
Net income per share
 
 

 
 

 
 

 
 

Basic
 
$
1.52

 
$
2.65

 
$
6.65

 
$
7.03

Diluted
 
$
1.50

 
$
2.62

 
$
6.59

 
$
6.97

 
 
 
 
 
 
 
 
 
Combined ratio
 
 

 
 

 
 

 
 

Loss and loss adjustment expense ratio
 
72.0
%
 
66.9
%
 
68.1
%
 
66.5
%
Underwriting expense ratio
 
29.5

 
29.7

 
29.8

 
30.3

Combined ratio
 
101.5
%
 
96.6
%
 
97.9
%
 
96.8
%
 
The following discussions of the Company’s net income and segment income are presented on an after-tax basis.  Discussions of the components of net income and segment income are presented on a pre-tax basis, unless otherwise noted.  Discussions of net income per common share are presented on a diluted basis.
 
Overview
Diluted net income per share of $1.50 in the third quarter of 2019 decreased by 43% from diluted net income per share of $2.62 in the same period of 2018.  Net income of $396 million in the third quarter of 2019 decreased by 44% from net income of $709 million in the same period of 2018.  The lower rate of decrease in diluted net income per share reflected the impact of share repurchases in recent periods.  The decrease in income before income taxes primarily reflected the pre-tax impacts of (i) net unfavorable prior year reserve development in the third quarter of 2019, versus net favorable prior year reserve development in the same period of 2018, (ii) lower underwriting margins excluding catastrophe losses and prior year reserve development ("underlying underwriting margins") and (iii) lower net investment income, partially offset by (iv) lower catastrophe losses. Catastrophe losses in the third quarters of 2019 and 2018 were $241 million and $264 million, respectively.  Net unfavorable prior year reserve development in the third quarter of 2019 was $294 million, compared with net favorable prior year reserve development of $14 million in the same period of 2018.  Underlying underwriting margins in each of the Company's business segments in the third quarter of 2019 were lower than in the same period of 2018. Income tax expense in the third quarter of 2019 was lower than in the same period of 2018, primarily reflecting the impacts of (i) the decrease in income before income taxes, partially offset by

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THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
 
MANAGEMENT'S DISCUSSION AND ANALYSIS, Continued


(ii) the reduction in income tax expense in the third quarter of 2018 resulting from the Company's $200 million voluntary contribution to its qualified domestic pension plan in the third quarter of 2018, which provided a 35% tax benefit rather than a 21% tax benefit.

Diluted net income per share of $6.59 in the first nine months of 2019 decreased by 5% from diluted net income per share of $6.97 in the same period of 2018.  Net income of $1.75 billion in the first nine months of 2019 decreased by 8% from net income of $1.90 billion in the same period of 2018.  The lower rate of decrease in diluted net income per share reflected the impact of share repurchases in recent periods. The decrease in income before income taxes primarily reflected the pre-tax impacts of (i) net unfavorable prior year reserve development in the first nine months of 2019, versus net favorable prior year reserve development in the same period of 2018 and (ii) lower underlying underwriting margins, partially offset by (iii) lower catastrophe losses and (iv) higher net realized investment gains. Catastrophe losses in the first nine months of 2019 and 2018 were $801 million and $1.11 billion, respectively.  Net unfavorable prior year reserve development in the first nine months of 2019 was $120 million, compared with net favorable prior year reserve development of $350 million in the same period of 2018. Underlying underwriting margins in each of the Company's business segments in the first nine months of 2019 were lower than in the same period of 2018. Income tax expense in the first nine months of 2019 was slightly higher than in the same period of 2018, primarily reflecting the impacts of (i) the reduction in income tax expense in the first nine months of 2018 resulting from the Company's voluntary contribution to its qualified domestic pension plan in the third quarter of 2018, largely offset by (ii) the decrease in income before income taxes.

The Company has insurance operations in Canada, the United Kingdom, the Republic of Ireland and throughout other parts of the world as a corporate member of Lloyd’s, as well as in Brazil and Colombia, primarily through joint ventures.  Because these operations are conducted in local currencies other than the U.S. dollar, the Company is subject to changes in foreign currency exchange rates.  For the three months and nine months ended September 30, 2019 and 2018, changes in foreign currency exchange rates impacted reported line items in the statement of income by insignificant amounts.  The impact of these changes was not material to the Company’s net income or segment income for the periods reported.
 
Revenues
 
Earned Premiums
Earned premiums in the third quarter of 2019 were $7.18 billion, $297 million or 4% higher than in the same period of 2018.  Earned premiums in the first nine months of 2019 were $21.02 billion, $908 million or 5% higher than in the same period of 2018. In Business Insurance, earned premiums in both the third quarter and first nine months of 2019 increased by 4% over the same periods of 2018.  In Bond & Specialty Insurance, earned premiums in the third quarter and first nine months of 2019 increased by 6% and 5%, respectively, over the same periods of 2018.  In Personal Insurance, earned premiums in both the third quarter and first nine months of 2019 increased by 5% over the same periods of 2018.  Factors contributing to the increases in earned premiums in each segment are discussed in more detail in the segment discussions that follow.
 
Net Investment Income
The following table sets forth information regarding the Company’s investments.
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollars in millions)
 
2019
 
2018
 
2019
 
2018
Average investments (1)
 
$
74,910

 
$
73,059

 
$
74,475

 
$
72,787

Pre-tax net investment income
 
622

 
646

 
1,852

 
1,844

After-tax net investment income
 
528

 
547

 
1,572

 
1,567

Average pre-tax yield (2)
 
3.3
%
 
3.5
%
 
3.3
%
 
3.4
%
Average after-tax yield (2)
 
2.8
%
 
3.0
%
 
2.8
%
 
2.6
%
_________________________________________________________ 
(1)
Excludes net unrealized investment gains and losses and reflects cash, receivables for investment sales, payables on investment purchases and accrued investment income.
(2)
Excludes net realized and net unrealized investment gains and losses.
 
Net investment income in the third quarter of 2019 was $622 million, $24 million or 4% lower than in the same period of 2018.  Net investment income in the first nine months of 2019 was $1.85 billion, slightly higher than in the same period of 2018. Net investment income from fixed maturity investments in the third quarter and first nine months of 2019 was $520 million and $1.55

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THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
 
MANAGEMENT'S DISCUSSION AND ANALYSIS, Continued


billion, respectively, $22 million and $77 million higher, respectively, than in the same periods of 2018. The increase in the third quarter of 2019 primarily resulted from a higher average level of fixed maturity investments and slightly higher interest rates. The increase in the first nine months of 2019 primarily resulted from a higher average level of fixed maturity investments and higher long-term interest rates. Net investment income from short-term securities in the third quarter and first nine months of 2019 was $26 million and $81 million, respectively, $1 million and $16 million higher, respectively, than in the same periods of 2018. The increase in the first nine months of 2019 primarily resulted from higher short-term interest rates. Net investment income generated by the Company's remaining investment portfolios in the third quarter and first nine months of 2019 was $85 million and $256 million, $49 million and $85 million lower, respectively, than in the same periods of 2018, primarily resulting from lower returns from private equity limited partnerships and real estate partnerships.

Fee Income
Fee income in the third quarter and first nine months of 2019 was $121 million and $346 million, respectively, $12 million and $22 million higher, respectively, than in the same periods of 2018. The National Accounts market in Business Insurance is the primary source of the Company’s fee-based business and is discussed in the Business Insurance segment discussion that follows. 
 
Net Realized Investment Gains
The following table sets forth information regarding the Company’s net realized investment gains.
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(in millions)
 
2019
 
2018
 
2019
 
2018
Other-than-temporary impairment losses
 
$

 
$

 
$
(2
)
 
$
(1
)
Net realized investment gains on equity securities still held
 
4

 
2

 
49

 
5

Other net realized investment gains, including from sales
 
19

 
27

 
54

 
50

Total
 
$
23

 
$
29

 
$
101

 
$
54

 
Other Revenues
Other revenues in the third quarters and first nine months of 2019 and 2018 included installment premium charges and revenues from Simply Business.
 
Claims and Expenses

Claims and Claim Adjustment Expenses
Claims and claim adjustment expenses in the third quarter of 2019 were $5.23 billion, $575 million or 12% higher than in the same period of 2018, primarily reflecting the impacts of (i) net unfavorable prior year reserve development in the third quarter of 2019, versus net favorable prior year reserve development in the same period of 2018, (ii) loss cost trends, (iii) higher loss estimates in the general liability product line for primary and excess coverages (including management liability) and in the commercial automobile product line, including the re-estimation of losses incurred in the first six months of 2019, (iv) higher business volumes and (v) higher non-catastrophe weather-related losses, partially offset by (vi) lower catastrophe losses and (vii) lower loss estimates in the workers' compensation product line, including the re-estimation of losses incurred in the first six months of 2019. Catastrophe losses in the third quarter of 2019 primarily resulted from wind and hail storms in several regions of the United States and Hurricane Dorian. Catastrophe losses in the third quarter of 2018 primarily resulted from Hurricane Florence, wind and hail storms in several regions of the United States and a wildfire in California.

Claims and claim adjustment expenses in the first nine months of 2019 were $14.49 billion, $980 million or 7% higher than in the same period of 2018, primarily reflecting the impacts of (i) net unfavorable prior year reserve development in the first nine months of 2019, versus net favorable prior year reserve development in the same period of 2018, (ii) loss cost trends, (iii) higher non-catastrophe weather-related losses, (iv) higher loss estimates in the commercial automobile product line and in the general liability product line for primary and excess coverages and (v) higher business volumes, partially offset by (vi) lower catastrophe losses, (vii) a lower level of domestic large losses and (viii) lower loss estimates in the workers' compensation product line. Catastrophe losses in the first nine months of 2019 and 2018 included the third quarter events described above, as well as winter storms and wind storms in several regions of the United States in the first half of 2019, and winter storms in the eastern United States, wind and hail storms in several regions of the United States and mudslides in California in the first half of 2018.


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MANAGEMENT'S DISCUSSION AND ANALYSIS, Continued


Factors contributing to net prior year reserve development during the third quarters and first nine months of 2019 and 2018 are discussed in more detail in note 6 of notes to the unaudited consolidated financial statements.

Significant Catastrophe Losses
The following table presents the amount of losses recorded by the Company for significant catastrophes that occurred in the three months and nine months ended September 30, 2019 and 2018, the amount of net unfavorable (favorable) prior year reserve development recognized in the three months and nine months ended September 30, 2019 and 2018 for significant catastrophes that occurred in 2018 and 2017, and the estimate of ultimate losses for those catastrophes at September 30, 2019 and December 31, 2018.  For purposes of the table, a significant catastrophe is an event for which the Company estimates its ultimate losses will be $100 million or more after reinsurance and before taxes.  The Company's threshold for disclosing catastrophes is primarily determined at the reportable segment level and for 2019 ranged from approximately $19 million to $30 million of losses before reinsurance and taxes. For the Company’s definition of a catastrophe, refer to “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations— Consolidated Overview” in the Company’s 2018 Annual Report.
 
 
Losses Incurred/Unfavorable (Favorable)
Prior Year Reserve Development
 
 
 
 
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
 
Estimated Ultimate Losses
(in millions, pre-tax and net of reinsurance)
2019
 
2018
 
2019
 
2018
September 30,
2019
 
December 31, 2018
 
 
 
 
 
 
'

 
 
 
 
 
 
2017
 
 

 
 

 
 

 
 

 
 

 
 

PCS Serial Number:
 
 

 
 

 
 

 
 

 
 

 
 

22 — Severe wind and hail storms
 
1

 

 
(1
)
 
(2
)
 
108

 
109

32 — Severe wind and hail storms
 
1

 
(2
)
 
2

 
18

 
231

 
229

43 — Hurricane Harvey
 
(4
)
 
2

 
(18
)
 
(23
)
 
212

 
230

44 — Hurricane Irma
 
(1
)
 
(12
)
 
(9
)
 
(31
)
 
150

 
159

48 — California wildfire — Tubbs fire
 
2

 
(2
)
 
(4
)
 
2

 
504

 
508

 
 
 
 
 
 
 
 
 
 
 
 
 
2018
 
 

 
 

 
 

 
 

 
 

 
 

PCS Serial Number:
 
 

 
 

 
 

 
 

 
 

 
 

15 — Winter storm
 
(1
)
 
6

 
(5
)
 
144

 
139

 
144

17 — Severe wind and hail storms
 
(1
)
 
(8
)
 
(4
)
 
113

 
107

 
111

33 — Severe wind and hail storms
 

 
15

 
(2
)
 
110

 
115

 
117

52 — Hurricane Florence
 
(5
)
 
118

 
(15
)
 
118

 
91

 
106

57 — Hurricane Michael
 
(3
)
 
n/a

 
3

 
n/a

 
161

 
158

59 — California wildfire - Camp fire
 
4

 
n/a

 
2

 
n/a

 
336

 
334

60 — California wildfire - Woolsey fire
 

 
n/a

 
9

 
n/a

 
128

 
119

 
 
 
 
 
 
 
 
 
 
 
 
 
2019
 
 
 
 
 
 
 
 
 
 
 
 
PCS Serial Number:
 
 
 
 
 
 
 
 
 
 
 
 
33 — Severe wind storms
 
47

 
n/a

 
232

 
n/a

 
232

 
n/a

_________________________________________________________
n/a: not applicable.


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MANAGEMENT'S DISCUSSION AND ANALYSIS, Continued


Amortization of Deferred Acquisition Costs
Amortization of deferred acquisition costs in the third quarter of 2019 was $1.17 billion, $52 million or 5% higher than in the same period of 2018.  Amortization of deferred acquisition costs in the first nine months of 2019 was $3.42 billion, $161 million or 5% higher than in the same period of 2018. Amortization of deferred acquisition costs is discussed in more detail in the segment discussions that follow.
 
General and Administrative Expenses
General and administrative expenses in the third quarter of 2019 were $1.10 billion, $39 million or 4% higher than in the same period of 2018. General and administrative expenses in the first nine months of 2019 were $3.28 billion, $46 million or 1% higher than in the same period of 2018. General and administrative expenses are discussed in more detail in the segment discussions that follow.
 
Interest Expense
Interest expense in the third quarter and first nine months of 2019 was $84 million and $261 million, respectively, compared with $86 million and $265 million, respectively, in the same periods of 2018.
 
Income Tax Expense
Income tax expense in the third quarter of 2019 was $36 million, $61 million or 63% lower than in the same period of 2018, primarily reflecting the impacts of (i) the $374 million decrease in income before income taxes in the third quarter of 2019, partially offset by (ii) the reduction in income tax expense in the third quarter of 2018 resulting from the Company's $200 million voluntary contribution to its qualified domestic pension plan in the third quarter of 2018, which provided a 35% tax benefit rather than a 21% tax benefit. Income tax expense in the first nine months of 2019 was $315 million, $2 million or 1% higher than in the same period of 2018, primarily reflecting the impacts of (i) the reduction in income tax expense in the first nine months of 2018 resulting from the Company's voluntary contribution to its qualified domestic pension plan in the third quarter of 2018, largely offset by (ii) the $151 million decrease in income before income taxes in the first nine months of 2019.
 
The Company’s effective tax rate was 8% and 12% in the third quarters of 2019 and 2018, respectively.  The Company's effective tax rate was 15% and 14% in the first nine months of 2019 and 2018, respectively. The effective tax rates were lower than the statutory rate of 21% in both periods, primarily due to the impact of tax-exempt investment income on the calculation of the Company’s income tax provision.

Combined Ratio
 
The combined ratio of 101.5% in the third quarter of 2019 was 4.9 points higher than the combined ratio of 96.6% in the same period of 2018.  The loss and loss adjustment expense ratio of 72.0% in the third quarter of 2019 was 5.1 points higher than the loss and loss adjustment expense ratio of 66.9% in the same period of 2018.  The underwriting expense ratio of 29.5% for the third quarter of 2019 was 0.2 points lower than the underwriting expense ratio of 29.7% in the same period of 2018
 
Catastrophe losses in the third quarters of 2019 and 2018 accounted for 3.3 points and 3.8 points, respectively, of the combined ratio.  Net unfavorable prior year reserve development in the third quarter of 2019 accounted for 4.1 points of the combined ratio. Net favorable prior year reserve development in third quarter of 2018 provided 0.2 points of benefit to the combined ratio.  The combined ratio excluding prior year reserve development and catastrophe losses (“underlying combined ratio”) in the third quarter of 2019 was 1.1 points higher than the 2018 ratio on the same basis, primarily reflecting the impact of (i) higher loss estimates in the general liability product line for primary and excess coverages (including management liability) and in the commercial automobile product line, including the re-estimation of losses incurred in the first six months of 2019, (ii) higher non-catastrophe weather-related losses and (iii) the impact on earned premiums related to the Company's new catastrophe reinsurance treaty, partially offset by (iv) lower loss estimates in the workers' compensation product line, including the re-estimation of losses incurred in the first six months of 2019.

The combined ratio of 97.9% in the first nine months of 2019 was 1.1 points higher than the combined ratio of 96.8% in the same period of 2018. The loss and loss adjustment expense ratio of 68.1% for the first nine months of 2019 was 1.6 points higher than the loss and loss adjustment expense ratio of 66.5% in the same period of 2018.  The underwriting expense ratio of 29.8% for the first nine months of 2019 was 0.5 points lower than the underwriting expense ratio of 30.3% in the same period of 2018.

Catastrophe losses in the first nine months of 2019 and 2018 accounted for 3.8 points and 5.5 points, respectively, of the combined ratio.  Net unfavorable prior year reserve development in the first nine months of 2019 accounted for 0.6 points of the combined

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MANAGEMENT'S DISCUSSION AND ANALYSIS, Continued


ratio. Net favorable prior year reserve development in the first nine months of 2018 provided 1.7 points of benefit to the combined ratio.  The underlying combined ratio in the first nine months of 2019 was 0.5 points higher than the 2018 ratio on the same basis, primarily reflecting the impacts of (i) higher non-catastrophe weather-related losses and (ii) higher loss estimates in the commercial automobile product line and in the general liability product line for primary and excess coverages, partially offset by (iii) a lower level of domestic large losses and (iv) lower loss estimates in the workers' compensation product line.

In recent periods, both prior year reserve development and the underlying combined ratio have been impacted by adverse developments in the tort environment, including more aggressive attorney involvement in insurance claims. 

Written Premiums
Consolidated gross and net written premiums were as follows:
 
 
Gross Written Premiums
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(in millions)
 
2019
 
2018
 
2019
 
2018
Business Insurance
 
$
4,271

 
$
3,992

 
$
13,194

 
$
12,501

Bond & Specialty Insurance
 
770

 
673

 
2,179

 
1,985

Personal Insurance
 
2,981

 
2,797

 
8,312

 
7,823

Total
 
$
8,022

 
$
7,462

 
$
23,685

 
$
22,309

 
 
 
Net Written Premiums
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(in millions)
 
2019
 
2018
 
2019
 
2018
Business Insurance
 
$
3,889

 
$
3,648

 
$
11,926

 
$
11,423

Bond & Specialty Insurance
 
728

 
644

 
2,025

 
1,871

Personal Insurance
 
2,952

 
2,770

 
8,125

 
7,723

Total
 
$
7,569

 
$
7,062

 
$
22,076

 
$
21,017

 
Gross and net written premiums in third quarter and first nine months of 2019 reflected growth in all segments. Gross written premiums in the third quarter and first nine months of 2019 increased by 8% and 6%, respectively, over the same periods of 2018. Net written premiums in the third quarter and first nine months of 2019 increased by 7% and 5%, respectively, over the same periods of 2018. Net written premium growth in the first nine months of 2019 was impacted by ceded written premiums related to the new catastrophe reinsurance treaty entered into in the first quarter of 2019. Factors contributing to the increases in gross and net written premiums in each segment are discussed in more detail in the segment discussions that follow.


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MANAGEMENT'S DISCUSSION AND ANALYSIS, Continued


RESULTS OF OPERATIONS BY SEGMENT
 
Business Insurance

Results of Business Insurance were as follows:
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollars in millions)
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
 
Revenues
 
 

 
 

 
 

 
 

Earned premiums
 
$
3,882

 
$
3,743

 
$
11,407

 
$
10,952

Net investment income
 
457

 
482

 
1,365

 
1,368

Fee income
 
114

 
103

 
329

 
309

Other revenues
 
39

 
33

 
112

 
84

Total revenues
 
4,492

 
4,361

 
13,213

 
12,713

 
 
 
 
 
 
 
 
 
Total claims and expenses
 
4,319

 
3,911

 
12,136

 
11,279

 
 
 
 
 
 
 
 
 
Segment income before income taxes
 
173

 
450

 
1,077

 
1,434

Income tax expense (benefit)
 
(6
)
 
40

 
133

 
187

Segment income
 
$
179

 
$
410

 
$
944

 
$
1,247

 
 
 
 
 
 
 
 
 
Loss and loss adjustment expense ratio
 
76.6
%
 
69.6
%
 
71.3
%
 
67.4
%
Underwriting expense ratio
 
30.4

 
31.0

 
30.8

 
31.6

Combined ratio
 
107.0
%
 
100.6
%
 
102.1
%
 
99.0
%

Overview
Segment income in the third quarter of 2019 was $179 million, $231 million or 56% lower than segment income of $410 million in the same period of 2018. The decrease in segment income before income taxes primarily reflected the pre-tax impacts of (i) higher net unfavorable prior year reserve development, (ii) lower net investment income and (iii) slightly lower underlying underwriting margins, partially offset by (iv) lower catastrophe losses. Catastrophe losses in the third quarters of 2019 and 2018 were $116 million and $136 million, respectively.  Net unfavorable prior year reserve development in the third quarters of 2019 and 2018 was $316 million and $56 million, respectively. The slightly lower underlying underwriting margins primarily reflected the impacts of (i) higher loss estimates in the commercial automobile product line and in the general liability product line for primary and excess coverages, including the re-estimation of losses incurred in the first six months of 2019 and (ii) the impact on earned premiums related to the Company's new catastrophe reinsurance treaty, partially offset by (iii) higher business volumes and (iv) lower loss estimates in the workers' compensation product line, including the re-estimation of losses incurred in the first six months of 2019. The income tax benefit in the third quarter of 2019 was $(6) million, compared with income tax expense of $40 million in the same period of 2018, primarily reflecting the impacts of (i) the decrease in income before income taxes, partially offset by (ii) the reduction in income tax expense in the third quarter of 2018 resulting from the Company's voluntary contribution to its qualified domestic pension plan in the third quarter of 2018.

Segment income in the first nine months of 2019 was $944 million, $303 million or 24% lower than segment income of $1.25 billion in the same period of 2018. The decrease in segment income before income taxes primarily reflected the pre-tax impacts of (i) net unfavorable prior year reserve development in the first nine months of 2019, versus net favorable prior year reserve development in the same period of 2018 and (ii) slightly lower underlying underwriting margins, partially offset by (iii) lower catastrophe losses. Catastrophe losses in the first nine months of 2019 and 2018 were $422 million and $442 million, respectively.  Net unfavorable prior year reserve development in the first nine months of 2019 was $266 million. Net favorable prior year reserve development in the first nine months of 2018 was $94 million. The slightly lower underlying underwriting margins primarily reflected the impacts of (i) higher loss estimates in the commercial automobile product line and in the general liability product line for primary and excess coverages and (ii) the impact on earned premiums related to the Company's new catastrophe reinsurance treaty, partially offset by (iii) higher business volumes, (iv) a lower level of domestic large losses and (v) lower loss estimates in the workers' compensation product line. Income tax expense in the first nine months of 2019 was lower than in the same period of 2018, primarily reflecting the impacts of (i) the decrease in income before income taxes, partially offset by (ii) the reduction

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MANAGEMENT'S DISCUSSION AND ANALYSIS, Continued


in income tax expense in the first nine months of 2018 resulting from the Company's voluntary contribution to its qualified domestic pension plan in the third quarter of 2018.

Revenues
 
Earned Premiums
Earned premiums in the third quarter of 2019 were $3.88 billion, $139 million or 4% higher than in the same period of 2018. Earned premiums in the first nine months of 2019 were $11.41 billion, $455 million or 4% higher than in the same period of 2018. The increases in both periods of 2019 primarily reflected the increase in net written premiums over the preceding twelve months. The increases in earned premiums in both periods of 2019 were reduced by the earned impact of the new catastrophe reinsurance treaty.

Net Investment Income
Net investment income in the third quarter of 2019 was $457 million, $25 million or 5% lower than in the same period of 2018.   Net investment income in the first nine months of 2019 was $1.37 billion, comparable with the same period of 2018. Refer to the “Net Investment Income” section of the “Consolidated Results of Operations” discussion herein for a description of the factors contributing to the changes in the Company’s consolidated net investment income in the third quarter and first nine months of 2019 compared with the same periods of 2018.  In addition, refer to note 2 of notes to the consolidated financial statements in the Company’s 2018 Annual Report for a discussion of the Company’s net investment income allocation methodology.
 
Fee Income
National Accounts is the primary source of fee income due to revenue from its large deductible policies and service businesses, which include risk management, claims administration, loss control and risk management information services provided to third parties, as well as claims and policy management services to workers' compensation residual market pools.  Fee income in the third quarter of 2019 was $114 million, $11 million or 11% higher than in the same period of 2018. Fee income in the first nine months of 2019 was $329 million, $20 million or 6% higher than in the same period of 2018. The increases in both periods of 2019 reflected higher claim volume under administration associated with its service businesses.
 
Other Revenues
Other revenues in the third quarters and first nine months of both 2019 and 2018 included installment premium charges and other policyholder service charges, as well as revenues from Simply Business.  Other revenues in the third quarter of 2019 were $39 million, $6 million or 18% higher than in the same period of 2018. Other revenues in the first nine months of 2019 were $112 million, $28 million or 33% higher than in the same period of 2018. The increases in both periods of 2019 primarily resulted from Simply Business revenue growth.
 
Claims and Expenses
 
Claims and Claim Adjustment Expenses
Claims and claim adjustment expenses in the third quarter of 2019 were $3.03 billion, $375 million or 14% higher than in the same period of 2018, primarily reflecting the impacts of (i) higher net unfavorable prior year reserve development, (ii) loss cost trends, (iii) higher loss estimates in the commercial automobile product line and in the general liability product line for primary and excess coverages, including the re-estimation of losses incurred in the first six months of 2019 and (iv) higher business volumes, partially offset by (v) lower loss estimates in the workers' compensation product line, including the re-estimation of losses incurred in the first six months of 2019 and (vi) lower catastrophe losses

Claims and claim adjustment expenses in the first nine months of 2019 were $8.29 billion, $765 million or 10% higher than in the same period of 2018, primarily reflecting the impacts of (i) net unfavorable prior year reserve development in the first nine months of 2019, versus net favorable prior year reserve development in the same period of 2018, (ii) loss cost trends, (iii) higher loss estimates in the commercial automobile product line and in the general liability product line for primary and excess coverages and (iv) higher business volumes, partially offset by (v) a lower level of domestic large losses, (vi) lower loss estimates in the workers' compensation product line and (vii) lower catastrophe losses
 
Factors contributing to net prior year reserve development during the third quarters and first nine months of 2019 and 2018 are discussed in more detail in note 6 of notes to the unaudited consolidated financial statements.
 

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MANAGEMENT'S DISCUSSION AND ANALYSIS, Continued


Amortization of Deferred Acquisition Costs
Amortization of deferred acquisition costs in the third quarter of 2019 was $634 million, $24 million or 4% higher than in the same period of 2018.  Amortization of deferred acquisition costs in the first nine months of 2019 was $1.87 billion, $89 million or 5% higher than in the same period of 2018. The increases in both periods of 2019 were generally consistent with the increases in earned premiums.
 
General and Administrative Expenses
General and administrative expenses in the third quarter of 2019 were $657 million, $9 million or 1% higher than in the same period of 2018. General and administrative expenses in the first nine months of 2019 were $1.98 billion, comparable with the same period of 2018.
 
Income Tax Expense (Benefit)
The income tax benefit in the third quarter of 2019 was $(6) million, compared with income tax expense of $40 million in the same period of 2018, primarily reflecting the impacts of (i) the $277 million decrease in income before income taxes, partially offset by (ii) the reduction in income tax expense in the third quarter of 2018 resulting from the Company's voluntary contribution to its qualified domestic pension plan in the third quarter of 2018. Income tax in the first nine months of 2019 was $133 million, $54 million or 29% lower than in the same period of 2018, primarily reflecting the impacts of (i) the $357 million decrease in income before income taxes, partially offset by (ii) the reduction in income tax expense in the first nine months of 2018 resulting from the Company's voluntary contribution to its qualified domestic pension plan in the third quarter of 2018.

Combined Ratio
 
The combined ratio of 107.0% in the third quarter of 2019 was 6.4 points higher than the combined ratio of 100.6% in the same period of 2018.  The loss and loss adjustment expense ratio of 76.6% in the third quarter of 2019 was 7.0 points higher than the loss and loss adjustment expense ratio of 69.6% in the same period of 2018. The underwriting expense ratio of 30.4% for the third quarter of 2019 was 0.6 points lower than the underwriting expense ratio of 31.0% in the same period of 2018

Catastrophe losses in the third quarters of 2019 and 2018 accounted for 3.0 points and 3.7 points, respectively, of the combined ratio.  Net unfavorable prior year reserve development in the third quarters of 2019 and 2018 accounted for 8.1 points and 1.5 points of the combined ratio, respectively. The underlying combined ratio in the third quarter of 2019 was 0.5 points higher than the 2018 ratio on the same basis, primarily reflecting the impacts of (i) higher loss estimates in the commercial automobile product line and in the general liability product line for primary and excess coverages, including the re-estimation of losses incurred in the first six months of 2019 and (ii) the impact on earned premiums related to the Company's new catastrophe reinsurance treaty, partially offset by (iii) lower loss estimates in the workers' compensation product line, including the re-estimation of losses incurred in the first six months of 2019 and (iv) a lower underwriting expense ratio.

The combined ratio of 102.1% in the first nine months of 2019 was 3.1 points higher than the combined ratio of 99.0% in the same period of 2018. The loss and loss adjustment expense ratio of 71.3% in the first nine months of 2019 was 3.9 points higher than the loss and loss adjustment expense ratio of 67.4% in the same period of 2018.  The underwriting expense ratio of 30.8% for the first nine months of 2019 was 0.8 points lower than the underwriting expense ratio of 31.6% in the same period of 2018.

Catastrophe losses in the first nine months of 2019 and 2018 accounted for 3.7 points and 4.1 points, respectively, of the combined ratio. Net unfavorable prior year reserve development in the first nine months of 2019 accounted for 2.3 points of the combined ratio. Net favorable prior year reserve development in the first nine months of 2018 provided 0.9 points of benefit to the combined ratio.  The underlying combined ratio in the first nine months of 2019 was 0.3 points higher than the 2018 ratio on the same basis, primarily reflecting the impacts of (i) higher loss estimates in the commercial automobile product line and in the general liability product line for primary and excess coverages and (ii) the impact on earned premiums related to the Company's new catastrophe reinsurance treaty, partially offset by (iii) a lower level of domestic large losses, (iv) lower loss estimates in the workers' compensation product line and (v) a lower underwriting expense ratio.
 

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MANAGEMENT'S DISCUSSION AND ANALYSIS, Continued


Written Premiums
Business Insurance’s gross and net written premiums by market were as follows:
 
 
Gross Written Premiums
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(in millions)
 
2019
 
2018
 
2019
 
2018
Domestic:
 
 

 
 

 
 

 
 

Select Accounts
 
$
698

 
$
668

 
$
2,270

 
$
2,181

Middle Market
 
2,271

 
2,125

 
6,946

 
6,560

National Accounts
 
377

 
359

 
1,211

 
1,220

National Property and Other
 
675

 
580

 
1,811

 
1,586

Total Domestic
 
4,021

 
3,732

 
12,238

 
11,547

International
 
250

 
260

 
956

 
954

Total Business Insurance
 
$
4,271

 
$
3,992

 
$
13,194

 
$
12,501

 
 
 
Net Written Premiums
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(in millions)
 
2019
 
2018
 
2019
 
2018
Domestic:
 
 

 
 

 
 

 
 

Select Accounts
 
$
695

 
$
666

 
$
2,236

 
$
2,168

Middle Market
 
2,150

 
2,032

 
6,569

 
6,279

National Accounts
 
273

 
238

 
800

 
778

National Property and Other
 
553

 
485

 
1,528

 
1,383

Total Domestic
 
3,671

 
3,421

 
11,133

 
10,608

International
 
218

 
227

 
793

 
815

Total Business Insurance
 
$
3,889

 
$
3,648

 
$
11,926

 
$
11,423

 
Gross written premiums in the third quarter and first nine months of 2019 increased by 7% and 6%, respectively, over the same periods of 2018. Net written premiums in the third quarter and first nine months of 2019 increased by 7% and 4%, respectively, over the same periods of 2018. Net written premium growth in the first nine months of 2019 was impacted by the Company's new catastrophe reinsurance treaty entered into in the first quarter of 2019.
 
Select Accounts.  Net written premiums of $695 million in the third quarter of 2019 increased by 4% over the same period of 2018. Net written premiums of $2.24 billion in the first nine months of 2019 increased by 3% over the same period of 2018. Net written premiums in the first nine months of 2019 were reduced by the new catastrophe reinsurance treaty. Business retention rates remained strong in the third quarter and first nine months of 2019.  Renewal premium changes in the third quarter and first nine months of 2019 remained positive and were higher than in the same periods of 2018.  New business premiums in the third quarter and first nine months of 2019 increased over the same periods of 2018.
 
Middle Market.  Net written premiums of $2.15 billion in the third quarter of 2019 increased by 6% over the same period of 2018.  Net written premiums of $6.57 billion in the first nine months of 2019 increased by 5% over the same period of 2018. Net written premiums in the first nine months of 2019 were reduced by the new catastrophe reinsurance treaty. Business retention rates remained strong in the third quarter and first nine months of 2019.  Renewal premium changes in the third quarter and first nine months of 2019 remained positive and were higher than in the same periods of 2018.  New business premiums in the third quarter of 2019 increased over the same period of 2018. New business premiums in the first nine months of 2019 decreased from the same period of 2018.
 
National Accounts.  Net written premiums of $273 million in the third quarter of 2019 increased by 15% over the same period of 2018.  Net written premiums of $800 million in the first nine months of 2019 increased by 3% over the same period of 2018. Net written premiums in the third quarter and first nine months of 2019 included a benefit related to a transaction to close out prior

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year liabilities with a former customer. Business retention rates remained strong in the third quarter and first nine months of 2019.  Renewal premium changes in the third quarter of 2019 were positive and higher than in the same period of 2018. Renewal premium changes in the first nine months of 2019 were slightly positive but lower than in the same period of 2018. New business premiums in the third quarter and first nine months of 2019 increased over the same periods of 2018.
 
National Property and Other.  Net written premiums of $553 million in the third quarter of 2019 increased by 14% over the same period of 2018.  Net written premiums of $1.53 billion in the first nine months of 2019 increased by 10% over the same period of 2018. Net written premiums in the first nine months of 2019 were reduced by the new catastrophe reinsurance treaty. Business retention rates remained strong in the third quarter and first nine months of 2019.  Renewal premium changes in the third quarter and first nine months of 2019 remained positive and were higher than in the same periods of 2018. New business premiums in the third quarter and first nine months of 2019 increased over the same periods of 2018.
 
International.  Net written premiums of $218 million in the third quarter of 2019 decreased by 4% from the same period of 2018. Net written premiums of $793 million in the first nine months of 2019 decreased by 3% from the same period of 2018. The decreases in the third quarter and first nine months of 2019 were primarily driven by the impact of changes in foreign currency exchange rates, as well as decreases in the Company's operations at Lloyd's.
 
Bond & Specialty Insurance
 
Results of Bond & Specialty Insurance were as follows:
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollars in millions)
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
 
Revenues
 
 

 
 

 
 

 
 

Earned premiums
 
$
653

 
$
617

 
$
1,891

 
$
1,800

Net investment income
 
59

 
57

 
173

 
172

Other revenues
 
7

 
5

 
19

 
16

Total revenues
 
719

 
679

 
2,083

 
1,988

 
 
 
 
 
 
 
 
 
Total claims and expenses
 
550

 
435

 
1,521

 
1,277

 
 
 
 
 
 
 
 
 
Segment income before income taxes
 
169

 
244

 
562

 
711

Income tax expense
 
30

 
48

 
111

 
138

Segment income
 
$
139

 
$
196

 
$
451

 
$
573

 
 
 
 
 
 
 
 
 
Loss and loss adjustment expense ratio
 
45.7
%
 
33.1
%
 
42.2
%
 
32.8
%
Underwriting expense ratio
 
37.6

 
37.1

 
37.6

 
37.6

Combined ratio
 
83.3
%
 
70.2
%
 
79.8
%
 
70.4
%
 
Overview
Segment income in the third quarter of 2019 was $139 million, $57 million or 29% lower than segment income of $196 million in the same period of 2018. The decrease in segment income before income taxes primarily reflected the pre-tax impacts of (i) lower net favorable prior year reserve development and (ii) lower underlying underwriting margins. Net favorable prior year reserve development in the third quarters of 2019 and 2018 was $3 million and $53 million, respectively.  Catastrophe losses in the third quarters of 2019 and 2018 were $1 million and $4 million, respectively. The lower underlying underwriting margins primarily reflected modestly higher loss estimates in the domestic general liability product line for management liability coverages, including the re-estimation of losses incurred in the first six months of 2019, compared with lower loss estimates for those coverages in the same period of 2018.  Income tax expense in the third quarter of 2019 was lower than in the same period of 2018, primarily reflecting the impact of the decrease in segment income before income taxes.

Segment income in the first nine months of 2019 was $451 million, $122 million or 21% lower than segment income of $573 million in the same period of 2018. The decrease in segment income before income taxes primarily reflected the pre-tax impacts of (i) lower net favorable prior year reserve development and (ii) lower underlying underwriting margins. Net favorable prior

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MANAGEMENT'S DISCUSSION AND ANALYSIS, Continued


year reserve development in the first nine months of 2019 and 2018 was $45 million and $177 million, respectively.  Catastrophe losses in the first nine months of 2019 and 2018 were $4 million and $9 million, respectively.  The lower underlying underwriting margins primarily reflected modestly higher loss estimates in the domestic general liability product line for management liability coverages, compared with lower loss estimates for those coverages in the same period of 2018. Income tax expense in the first nine months of 2019 was lower than in the same period of 2018, primarily reflecting the impact of the decrease in segment income before income taxes.

Revenues
 
Earned Premiums
Earned premiums in the third quarter of 2019 were $653 million, $36 million or 6% higher than in the same period of 2018. Earned premiums in the first nine months of 2019 were $1.89 billion, $91 million or 5% higher than in the same period of 2018. The increases in both periods of 2019 primarily reflected the increase in net written premiums over the preceding twelve months.
 
Net Investment Income
Net investment income in the third quarter of 2019 was $59 million, $2 million or 4% higher than in the same period of 2018. Net investment income in the first nine months of 2019 was $173 million, 1% higher than in the same period of 2018. Included in Bond & Specialty Insurance are certain legal entities whose invested assets and related net investment income are reported exclusively in this segment and not allocated among all business segments. Refer to the “Net Investment Income” section of “Consolidated Results of Operations” herein for a discussion of the changes in the Company’s consolidated net investment income in the third quarter and first nine months of 2019 compared with the same periods of 2018.  In addition, refer to note 2 of notes to the consolidated financial statements in the Company’s 2018 Annual Report for a discussion of the Company’s net investment income allocation methodology.
 
Claims and Expenses
 
Claims and Claim Adjustment Expenses
Claims and claim adjustment expenses in the third quarter of 2019 were $303 million, $98 million or 48% higher than in the same period of 2018, primarily reflecting the impacts of (i) lower net favorable prior year reserve development, (ii) higher business volumes and (iii) modestly higher loss estimates in the domestic general liability product line for management liability coverages, including the re-estimation of losses for the first six months of 2019, compared with lower loss estimates for those coverages in the same period of 2018.

Claims and claim adjustment expenses in the first nine months of 2019 were $807 million, $211 million or 35% higher than in the same period of 2018, primarily reflecting the impacts of (i) lower net favorable prior year reserve development, (ii) higher business volumes and (iii) modestly higher loss estimates in the domestic general liability product line for management liability coverages, compared with lower loss estimates for those coverages in the same period of 2018.

Factors contributing to net favorable prior year reserve development during the third quarters and first nine months of 2019 and 2018 are discussed in more detail in note 6 of notes to the unaudited consolidated financial statements.
 
Amortization of Deferred Acquisition Costs
Amortization of deferred acquisition costs in the third quarter of 2019 was $123 million, $6 million or 5% higher than in the same period of 2018.  Amortization of deferred acquisition costs in the first nine months of 2019 was $353 million, $16 million or 5% higher than in the same period of 2018. The increases in both periods of 2019 were generally consistent with the increases in earned premiums.

General and Administrative Expenses
General and administrative expenses in the third quarter of 2019 were $124 million, $11 million or 10% higher than in the same period of 2018. General and administrative expenses in the first nine months of 2019 were $361 million, $17 million or 5% higher than in the same period of 2018. The increases in both periods of 2019 primarily reflected the impact of higher business volumes.
 

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MANAGEMENT'S DISCUSSION AND ANALYSIS, Continued


Income Tax Expense
Income tax expense in the third quarter of 2019 was $30 million, $18 million or 38% lower than in the same period of 2018, primarily reflecting the impact of the $75 million decrease in segment income before income taxes. Income tax expense in the first nine months of 2019 was $111 million, $27 million or 20% lower than in the same period of 2018, primarily reflecting the impact of the $149 million decrease in segment income before income taxes.

Combined Ratio
 
The combined ratio of 83.3% in the third quarter of 2019 was 13.1 points higher than the combined ratio of 70.2% in the same period of 2018.  The loss and loss adjustment expense ratio of 45.7% in the third quarter of 2019 was 12.6 points higher than the loss and loss adjustment expense ratio of 33.1% in the same period of 2018. The underwriting expense ratio of 37.6% in the third quarter of 2019 was 0.5 points higher than the underwriting expense ratio of 37.1% in the same period of 2018.
 
Net favorable prior year reserve development in the third quarters of 2019 and 2018 provided 0.5 points and 8.7 points of benefit, respectively, to the combined ratio.  Catastrophe losses in the third quarters of 2019 and 2018 accounted for 0.2 points and 0.6 points, respectively, of the combined ratio.  The underlying combined ratio in the third quarter of 2019 was 5.3 points higher than the 2018 ratio on the same basis, primarily reflecting the impact of modestly higher loss estimates in the domestic general liability product line for management liability coverages, including the re-estimation of losses for the first six months of 2019, compared with lower loss estimates for those coverages in the same period of 2018.

The combined ratio of 79.8% in the first nine months of 2019 was 9.4 points higher than the combined ratio of 70.4% in the same period of 2018. The loss and loss adjustment expense ratio of 42.2% in the first nine months of 2019 was 9.4 points higher than the loss and loss adjustment expense ratio of 32.8% in the same period of 2018.  The underwriting expense ratio of 37.6% in the first nine months of 2019 was level with the underwriting expense ratio in the same period of 2018.

Net favorable prior year reserve development in the first nine months of 2019 and 2018 provided 2.3 points and 9.9 points of benefit, respectively, to the combined ratio.  Catastrophe losses in the first nine months of 2019 and 2018 accounted for 0.2 points and 0.5 points, respectively, of the combined ratio.  The underlying combined ratio in the first nine months of 2019 was 2.1 points higher than the 2018 ratio on the same basis, primarily reflecting the impact of modestly higher loss estimates in the domestic general liability product line for management liability coverages, compared with lower loss estimates for those coverages in the same period of 2018.

Written Premiums
The Bond & Specialty Insurance segment’s gross and net written premiums were as follows:
 
 
Gross Written Premiums
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(in millions)
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
 
Domestic:
 
 

 
 

 
 

 
 

Management Liability
 
$
455

 
$
398

 
$
1,276

 
$
1,140

Surety
 
242

 
226

 
715

 
684

Total Domestic
 
697

 
624

 
1,991

 
1,824

International
 
73

 
49

 
188

 
161

Total Bond & Specialty Insurance
 
$
770

 
$
673

 
$
2,179

 
$
1,985



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MANAGEMENT'S DISCUSSION AND ANALYSIS, Continued


 
 
Net Written Premiums
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(in millions)
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
 
Domestic:
 
 

 
 

 
 

 
 

Management Liability
 
$
424

 
$
379

 
$
1,194

 
$
1,089

Surety
 
232

 
217

 
660

 
637

Total Domestic
 
656

 
596

 
1,854

 
1,726

International
 
72

 
48

 
171

 
145

Total Bond & Specialty Insurance
 
$
728

 
$
644

 
$
2,025

 
$
1,871

 
Gross and net written premiums in the third quarter of 2019 increased by 14% and 13%, respectively, over the same period of 2018. Gross written premiums in the first nine months of 2019 increased by 10% over the same period of 2018. Net written premiums increased at a lower rate of 8% in the first nine months of 2019, reflecting higher ceded written premiums for several reinsurance treaties, including those related to the new catastrophe reinsurance treaty.
 
Domestic.  Net written premiums of $656 million and $1.85 billion in the third quarter and first nine months of 2019, respectively, increased by 10% and 7%, respectively, over the same periods of 2018.  Excluding the surety line of business, for which the following are not relevant measures, business retention rates remained strong in the third quarter and first nine months of 2019.  Renewal premium changes in the third quarter and first nine months of 2019 remained positive and were higher than in the same periods of 2018. New business premiums in the third quarter and first nine months of 2019 increased over the same periods of 2018.
 
International.  Net written premiums of $72 million and $171 million in the third quarter and first nine months of 2019, respectively, increased by 50% and 18%, respectively, over the same periods of 2018. The increases in both periods of 2019 were primarily driven by increases in the United Kingdom and Canada, partially offset by the impact of changes in foreign currency exchange rates.
 
Personal Insurance
 
Results of Personal Insurance were as follows:
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollars in millions)
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
 
Revenues
 
 

 
 

 
 

 
 

Earned premiums
 
$
2,644

 
$
2,522

 
$
7,724

 
$
7,362

Net investment income
 
106

 
107

 
314

 
304

Fee income
 
7

 
6

 
17

 
15

Other revenues
 
22

 
17

 
65

 
48

Total revenues
 
2,779

 
2,652

 
8,120

 
7,729

 
 
 
 
 
 
 
 
 
Total claims and expenses
 
2,620

 
2,477

 
7,512

 
7,426

 
 
 
 
 
 
 
 
 
Segment income before income taxes
 
159

 
175

 
608

 
303

Income tax expense
 
28

 
22

 
111

 
38

Segment income
 
$
131

 
$
153

 
$
497

 
$
265

 
 
 
 
 
 
 
 
 
Loss and loss adjustment expense ratio
 
71.8
%
 
71.2
%
 
69.8
%
 
73.2
%
Underwriting expense ratio
 
26.2

 
26.0

 
26.4

 
26.7

Combined ratio
 
98.0
%
 
97.2
%
 
96.2
%
 
99.9
%
 

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MANAGEMENT'S DISCUSSION AND ANALYSIS, Continued


Overview
Segment income in the third quarter of 2019 was $131 million, $22 million or 14% lower than segment income of $153 million in the same period of 2018. The decrease in segment income before income taxes primarily reflected the pre-tax impact of lower underlying underwriting margins. Catastrophe losses in each of the third quarters of 2019 and 2018 were $124 million.  Net favorable prior year reserve development in the third quarters of 2019 and 2018 was $19 million and $17 million, respectively. The lower underlying underwriting margins primarily reflected (i) higher non-catastrophe weather-related losses in Agency Homeowners and Other and (ii) the impact on earned premiums related to the Company's new catastrophe reinsurance treaty, mostly impacting Agency Homeowners and Other, partially offset by (iii) higher business volumes and (iv) lower other loss activity. Income tax expense in the third quarter of 2019 was higher than in the same period of 2018, primarily reflecting the impacts of (i) the reduction in income tax expense in the third quarter of 2018 resulting from the Company's voluntary contribution to its qualified domestic pension plan in the third quarter of 2018, partially offset by (ii) the decrease in segment income before income taxes.
 
Segment income in the first nine months of 2019 was $497 million, $232 million or 88% higher than segment income of $265 million in the same period of 2018. The increase in segment income before income taxes primarily reflected the pre-tax impacts of (i) lower catastrophe losses and (ii) higher net favorable prior year reserve development, partially offset by (iii) lower underlying underwriting margins. Catastrophe losses in the first nine months of 2019 and 2018 were $375 million and $655 million, respectively.  Net favorable prior year reserve development in the first nine months of 2019 and 2018 was $101 million and $79 million, respectively. The lower underlying underwriting margins primarily reflected (i) higher non-catastrophe weather-related losses in Agency Homeowners and Other and (ii) the impact on earned premiums related to the Company's new catastrophe reinsurance treaty, mostly impacting Agency Homeowners and Other, partially offset by (iii) higher business volumes, (iv) earned pricing that exceeded loss cost trends in Agency Automobile and (v) lower other loss activity. Income tax expense in the first nine months of 2019 was higher than in the same period of 2018, primarily reflecting the impacts of (i) the increase in segment income before income taxes and (ii) the reduction in income tax expense in the first nine months of 2018 resulting from the Company's voluntary contribution to its qualified domestic pension plan in the third quarter of 2018.

Revenues
 
Earned Premiums
Earned premiums in the third quarter of 2019 were $2.64 billion, $122 million or 5% higher than in the same period of 2018.  Earned premiums in the first nine months of 2019 were $7.72 billion, $362 million or 5% higher than in the same period of 2018. The increases in both periods of 2019 primarily reflected the increase in net written premiums over the preceding twelve months. The increases in earned premiums in both periods of 2019 were reduced by the earned impact of the new catastrophe reinsurance treaty.
 
Net Investment Income
Net investment income in the third quarter of 2019 was $106 million, $1 million or 1% lower than in the same period of 2018. Net investment income in the first nine months of 2019 was $314 million, $10 million or 3% higher than in the same period of 2018. Refer to the “Net Investment Income” section of the “Consolidated Results of Operations” discussion herein for a description of the factors contributing to the changes in the Company’s consolidated net investment income in the third quarter and first nine months of 2019 compared with the same periods of 2018.  In addition, refer to note 2 of notes to the consolidated financial statements in the Company’s 2018 Annual Report for a discussion of the Company’s net investment income allocation methodology.
 
Other Revenues
Other revenues in the third quarters and first nine months of 2019 and 2018 primarily consisted of installment premium charges.
 
Claims and Expenses
 
Claims and Claim Adjustment Expenses
Claims and claim adjustment expenses in the third quarter of 2019 were $1.90 billion, $102 million or 6% higher than in the same period of 2018, primarily reflecting the impacts of (i) higher non-catastrophe weather-related losses in Agency Homeowners and Other, (ii) higher business volumes and (iii) loss cost trends, partially offset by (iv) lower other loss activity.

Claims and claim adjustment expenses in the first nine months of 2019 were $5.39 billion, comparable with the same period of 2018, primarily reflecting the impacts of (i) higher non-catastrophe weather-related losses in Agency Homeowners and Other, (ii)

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MANAGEMENT'S DISCUSSION AND ANALYSIS, Continued


higher business volumes and (iii) loss cost trends, largely offset by (iv) lower catastrophe losses, (v) lower other loss activity and (vi) higher net favorable prior year reserve development.

Factors contributing to net favorable prior year reserve development during the third quarter and first nine months of 2019 and 2018 are discussed in more detail in note 6 of notes to the unaudited consolidated financial statements.
 
Amortization of Deferred Acquisition Costs
Amortization of deferred acquisition costs in the third quarter of 2019 was $412 million, $22 million or 6% higher than in the same period of 2018.  Amortization of deferred acquisition costs in the first nine months of 2019 was $1.20 billion, $56 million or 5% higher than in the same period of 2018. The increases in both periods of 2019 were generally consistent with the increases in earned premiums.
 
General and Administrative Expenses
General and administrative expenses in the third quarter of 2019 were $309 million, $19 million or 7% higher than in the same period of 2018. General and administrative expenses in the first nine months of 2019 were $920 million, $26 million or 3% higher than in the same period of 2018. The increases in both periods of 2019 primarily reflected the impact of higher business volumes.

Income Tax Expense
Income tax expense in the third quarter of 2019 was $28 million, $6 million or 27% higher than in same period of 2018, primarily reflecting the impacts of (i) the reduction in income tax expense in the third quarter of 2018 resulting from the Company's voluntary contribution to its qualified domestic pension plan in the third quarter of 2018, partially offset by (ii) the $16 million decrease in segment income before income taxes. Income tax expense in the first nine months of 2019 was $111 million, $73 million higher than in the same period of 2018, primarily reflecting the impacts of (i) the $305 million increase in segment income before income taxes and (ii) the reduction in income tax expense in the first nine months of 2018 resulting from the Company's voluntary contribution to its qualified domestic pension plan in the third quarter of 2018.

Combined Ratio
 
The combined ratio of 98.0% in the third quarter of 2019 was 0.8 points higher than the combined ratio of 97.2% in the same period of 2018.  The loss and loss adjustment expense ratio of 71.8% in the third quarter of 2019 was 0.6 points higher than the loss and loss adjustment expense ratio of 71.2% in the same period of 2018.  The underwriting expense ratio of 26.2% for the third quarter of 2019 was 0.2 points higher than the underwriting expense ratio of 26.0% in the same period of 2018.
 
Catastrophe losses in the third quarters of 2019 and 2018 accounted for 4.7 points and 4.9 points, respectively, of the combined ratio. Net favorable prior year reserve development in the third quarters of 2019 and 2018 provided 0.7 points and 0.6 points, respectively, of benefit to the combined ratio. The underlying combined ratio in the third quarter of 2019 was 1.1 points higher than the 2018 ratio on the same basis, primarily reflecting (i) higher non-catastrophe weather-related losses in Agency Homeowners and Other and (ii) the impact on earned premiums related to the Company's new catastrophe reinsurance treaty, mostly impacting Agency Homeowners and Other, partially offset by (iii) lower other loss activity.

The combined ratio of 96.2% in the first nine months of 2019 was 3.7 points lower than the combined ratio of 99.9% in the same period of 2018. The loss and loss adjustment expense ratio of 69.8% in the first nine months of 2019 was 3.4 points lower than the loss and loss adjustment expense ratio of 73.2% in the same period of 2018.  The underwriting expense ratio of 26.4% in the first nine months of 2019 was 0.3 points lower than the underwriting expense ratio of 26.7% in the same period of 2018.

Catastrophe losses in the first nine months of 2019 and 2018 accounted for 4.9 points and 8.9 points, respectively, of the combined ratio.  Net favorable prior year reserve development in the first nine months of 2019 and 2018 provided 1.3 points and 1.1 points of benefit, respectively, to the combined ratio.  The underlying combined ratio in the first nine months of 2019 was 0.5 points higher than the 2018 ratio on the same basis, primarily reflecting (i) higher non-catastrophe weather-related losses in Agency Homeowners and Other and (ii) the impact on earned premiums related to the Company's new catastrophe reinsurance treaty, mostly impacting Agency Homeowners and Other, partially offset by (iii) earned pricing that exceeded loss cost trends in Agency Automobile and (iv) lower other loss activity.
  
Written Premiums
Personal Insurance’s gross and net written premiums were as follows:

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MANAGEMENT'S DISCUSSION AND ANALYSIS, Continued


 
 
Gross Written Premiums
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(in millions)
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
 
Domestic:
 
 

 
 

 
 

 
 

Agency:
 
 

 
 

 
 

 
 

Automobile
 
$
1,352

 
$
1,310

 
$
3,896

 
$
3,767

Homeowners and Other
 
1,316

 
1,180

 
3,538

 
3,201

Total Agency
 
2,668

 
2,490

 
7,434

 
6,968

Direct-to-Consumer
 
115

 
109

 
316

 
300

Total Domestic
 
2,783

 
2,599

 
7,750

 
7,268

International
 
198

 
198

 
562

 
555

Total Personal Insurance
 
$
2,981

 
$
2,797

 
$
8,312

 
$
7,823

 
 
 
Net Written Premiums
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(in millions)
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
 
Domestic:
 
 

 
 

 
 

 
 

Agency:
 
 

 
 

 
 

 
 

Automobile
 
$
1,347

 
$
1,305

 
$
3,871

 
$
3,746

Homeowners and Other
 
1,300

 
1,168

 
3,395

 
3,137

Total Agency
 
2,647

 
2,473

 
7,266

 
6,883

Direct-to-Consumer
 
115

 
108

 
313

 
299

Total Domestic
 
2,762

 
2,581

 
7,579

 
7,182

International
 
190

 
189

 
546

 
541

Total Personal Insurance
 
$
2,952

 
$
2,770

 
$
8,125

 
$
7,723

 
Domestic Agency Written Premiums
Personal Insurance’s domestic Agency business comprises business written through agents, brokers and other intermediaries.
 
Domestic Agency gross and net written premiums in the third quarter of 2019 both increased by 7% over the same period of 2018. Domestic Agency gross written premiums in the first nine months of 2019 increased by 7% over the same period of 2018. Domestic Agency net written premiums increased at a lower rate of 6% in the first nine months of 2019, primarily reflecting the impact of the new catastrophe reinsurance treaty entered into in the first quarter of 2019.
 
Domestic Agency Automobile net written premiums of $1.35 billion and $3.87 billion in the third quarter and first nine months of 2019, respectively, both increased by 3% over the same periods of 2018.  Net written premiums in the first nine months of 2019 were reduced by the new catastrophe reinsurance treaty. Business retention rates remained strong in the third quarter and first nine months of 2019.  Renewal premium changes in the third quarter and first nine months of 2019 remained positive but were lower than in the same periods of 2018.  New business premiums in the third quarter and first nine months of 2019 increased over the same periods of 2018.
 
Domestic Agency Homeowners and Other net written premiums of $1.30 billion and $3.40 billion in the third quarter and first nine months of 2019, respectively, increased by 11% and 8%, respectively, over the same periods of 2018.  Net written premiums in the first nine months of 2019 were reduced by the new catastrophe reinsurance treaty. Business retention rates remained strong in the third quarter and first nine months of 2019.  Renewal premium changes in the third quarter and first nine months of 2019 remained positive and were higher than in the same periods of 2018.  New business premiums in the third quarter and first nine months of 2019 increased over the same periods of 2018.

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MANAGEMENT'S DISCUSSION AND ANALYSIS, Continued


 
For its Domestic Agency business, the Personal Insurance segment had approximately 7.5 million and 7.1 million active policies at September 30, 2019 and 2018, respectively.

Direct-to-Consumer and International Written Premiums
Direct-to-Consumer net written premiums of $115 million and $313 million in the third quarter and first nine months of 2019, respectively, increased by 6% and 5%, respectively, over the same periods of 2018, primarily reflecting growth in homeowners and other. Net written premiums in the first nine months of 2019 were reduced by the new catastrophe reinsurance treaty.
 
International net written premiums of $190 million and $546 million in the third quarter and first nine months of 2019, respectively, both increased by 1% over the same periods of 2018, primarily driven by growth in automobile net written premiums, largely offset by the impact of changes in foreign currency exchange rates.
 
For its international and direct-to-consumer business, Personal Insurance had approximately 889,000 and 904,000 active policies at September 30, 2019 and 2018, respectively.
 
Interest Expense and Other
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(in millions)
 
2019
 
2018
 
2019
 
2018
Income (loss)
 
$
(71
)
 
$
(72
)
 
$
(222
)
 
$
(226
)
 
The Income (loss) for Interest Expense and Other in the third quarters of 2019 and 2018 was $(71) million and $(72) million, respectively.  Pre-tax interest expense in the third quarters of 2019 and 2018 was $84 million and $86 million respectively. After-tax interest expense in the third quarters of 2019 and 2018 was $66 million and $68 million, respectively. The Income (loss) for Interest Expense and Other in the first nine months of 2019 and 2018 was $(222) million and $(226) million, respectively. Pre-tax interest expense in the first nine months of 2019 and 2018 was $261 million and $265 million, respectively. After-tax interest expense in the first nine months of 2019 and 2018 was $206 million and $209 million, respectively.

ASBESTOS CLAIMS AND LITIGATION
 
The Company believes that the property and casualty insurance industry has suffered from court decisions and other trends that have expanded insurance coverage for asbestos claims far beyond the original intent of insurers and policyholders. The Company has received and continues to receive a significant number of asbestos claims. Factors underlying these claim filings include continued intensive advertising by lawyers seeking asbestos claimants and the focus by plaintiffs on defendants who were not traditionally primary targets of asbestos litigation. The focus on these defendants is primarily the result of the number of traditional asbestos defendants who have sought bankruptcy protection in previous years.  The bankruptcy of many traditional defendants has also caused increased settlement demands against those policyholders who are not in bankruptcy but remain in the tort system. Currently, in many jurisdictions, those who allege very serious injury and who can present credible medical evidence of their injuries are receiving priority trial settings in the courts, while those who have not shown any credible disease manifestation are having their hearing dates delayed or placed on an inactive docket. Prioritizing claims involving credible evidence of injuries, along with the focus on defendants who were not traditionally primary targets of asbestos litigation, contributes to the claims and claim adjustment expense payment patterns experienced by the Company. The Company’s asbestos-related claims and claim adjustment expense experience also has been impacted by the unavailability of other insurance sources potentially available to policyholders, whether through exhaustion of policy limits or through the insolvency of other participating insurers.
 
The Company continues to be involved in disputes, including litigation, with a number of policyholders, some of whom are in bankruptcy over coverage for asbestos-related claims. Many coverage disputes with policyholders are only resolved through settlement agreements. Because many policyholders make exaggerated demands, it is difficult to predict the outcome of settlement negotiations. Settlements involving bankrupt policyholders may include extensive releases which are favorable to the Company, but which could result in settlements for larger amounts than originally anticipated. Although the Company has seen a reduction in the overall risk associated with these disputes, it remains difficult to predict the ultimate cost of these claims. As in the past, the Company will continue to pursue settlement opportunities.


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MANAGEMENT'S DISCUSSION AND ANALYSIS, Continued


In addition to claims against policyholders, proceedings have been launched directly against insurers, including the Company, by individuals challenging insurers’ conduct with respect to the handling of past asbestos claims and by individuals seeking damages arising from alleged asbestos-related bodily injuries.   It is possible that the filing of other direct actions against insurers, including the Company, could be made in the future.  It is difficult to predict the outcome of these proceedings, including whether the plaintiffs would be able to sustain these actions against insurers based on novel legal theories of liability. The Company believes it has meritorious defenses to any such claims and has received favorable rulings in certain jurisdictions.

Because each policyholder presents different liability and coverage issues, the Company generally reviews the exposure presented by each policyholder at least annually.  Among the factors which the Company may consider in the course of this review are: available insurance coverage, including the role of any umbrella or excess insurance the Company has issued to the policyholder; limits and deductibles; an analysis of the policyholder’s potential liability; the jurisdictions involved; past and anticipated future claim activity and loss development on pending claims; past settlement values of similar claims; allocated claim adjustment expense; the potential role of other insurance; the role, if any, of non-asbestos claims or potential non-asbestos claims in any resolution process; and applicable coverage defenses or determinations, if any, including the determination as to whether or not an asbestos claim is a products/completed operation claim subject to an aggregate limit and the available coverage, if any, for that claim.
 
In the third quarter of 2019, the Company completed its annual in-depth asbestos claim review, including a review of active policyholders and litigation cases for potential product and "non-product" liability, and noted the continuation of the following trends:

a high level of litigation activity in certain jurisdictions involving individuals alleging serious asbestos-related illness, primarily involving mesothelioma claims;
while overall payment patterns have been generally stable, there has been an increase in severity for certain policyholders due to the high level of litigation activity; and
a moderate level of asbestos-related bankruptcy activity.

In the home office and field office category, which accounts for the vast majority of policyholders with active asbestos-related claims, the number of policyholders with open asbestos claims and net asbestos-related payments declined slightly when compared to 2018. Payments on behalf of policyholders in this category continue to be influenced by a high level of litigation activity in a limited number of jurisdictions where individuals alleging serious asbestos-related injury, primarily mesothelioma, continue to target defendants who were not traditionally primary targets of asbestos litigation.

The Company’s quarterly asbestos reserve reviews include an analysis of exposure and claim payment patterns by policyholder category, as well as recent settlements, policyholder bankruptcies, judicial rulings and legislative actions.  The Company also analyzes developing payment patterns among policyholders in the home office and field office category and the assumed reinsurance and other category as well as projected reinsurance billings and recoveries.  In addition, the Company reviews its historical gross and net loss and expense paid experience, year-by-year, to assess any emerging trends, fluctuations, or characteristics suggested by the aggregate paid activity. Conventional actuarial methods are not utilized to establish asbestos reserves and the Company’s evaluations have not resulted in a reliable method to determine a meaningful average asbestos defense or indemnity payment.

The completion of these reviews and analyses in the third quarters of 2019 and 2018 resulted in $220 million and $225 million increases, respectively, in the Company's net asbestos reserves. In both 2019 and 2018, the reserve increases were primarily driven by increases in the Company's estimate of projected settlement and defense costs related to a broad number of policyholders in the home office and field office category. The increase in the estimate of projected settlement and defense costs resulted from payment trends that continue to be higher than previously anticipated due to the impact of the current litigation environment surrounding mesothelioma claims discussed above. Over the past decade, the property and casualty insurance industry, including the Company, has experienced net unfavorable prior year reserve development with regard to asbestos reserves, but the Company believes that over that period there has been a reduction in the volatility associated with the Company’s overall asbestos exposure as the overall asbestos environment has evolved from one dominated by exposure to significant litigation risks, particularly coverage disputes relating to policyholders in bankruptcy who were asserting that their claims were not subject to the aggregate limits contained in their policies, to an environment primarily driven by a frequency of litigation related to individuals with mesothelioma. The Company’s overall view of the current underlying asbestos environment is essentially unchanged from recent periods and there remains a high degree of uncertainty with respect to future exposure to asbestos claims.


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MANAGEMENT'S DISCUSSION AND ANALYSIS, Continued


Net asbestos paid loss and loss expenses in the first nine months of 2019 and 2018 were $150 million and $161 million, respectively. Net asbestos reserves were $1.35 billion at both September 30, 2019 and September 30, 2018.
 
The following table displays activity for asbestos losses and loss expenses and reserves:
(at and for the nine months ended September 30, in millions)
 
2019
 
2018
Beginning reserves:
 
 

 
 

Gross
 
$
1,608

 
$
1,538

Ceded
 
(327
)
 
(257
)
Net
 
1,281

 
1,281

 
 
 
 
 
Incurred losses and loss expenses:
 
 

 
 

Gross
 
268

 
343

Ceded
 
(48
)
 
(118
)
Net
 
220

 
225

 
 
 
 
 
Paid loss and loss expenses:
 
 

 
 

Gross
 
191

 
200

Ceded
 
(41
)
 
(39
)
Net
 
150

 
161

 
 
 
 
 
Foreign exchange and other:
 
 

 
 

Gross
 

 

Ceded
 

 

Net
 

 

 
 
 
 
 
Ending reserves:
 
 

 
 

Gross
 
1,685

 
1,681

Ceded
 
(334
)
 
(336
)
Net
 
$
1,351

 
$
1,345

_________________________________________________________
See “—Uncertainty Regarding Adequacy of Asbestos and Environmental Reserves.”

ENVIRONMENTAL CLAIMS AND LITIGATION
 
The Company has received and continues to receive claims from policyholders who allege that they are liable for injury or damage arising out of their alleged disposition of toxic substances. These claims are mainly brought pursuant to various state or federal statutes that require a liable party to undertake or pay for environmental remediation. Liability under these statutes may be joint and several with other responsible parties.
 
The Company has also been, and continues to be, involved in litigation involving insurance coverage issues pertaining to environmental claims. The Company believes that some court decisions have interpreted the insurance coverage to be broader than the original intent of the insurers and policyholders. These decisions often pertain to insurance policies that were issued by the Company prior to the mid-1980s. These decisions continue to be inconsistent and vary from jurisdiction to jurisdiction. Environmental claims, when submitted, rarely indicate the monetary amount being sought by the claimant from the policyholder, and the Company does not keep track of the monetary amount being sought in those few claims which indicate a monetary amount.
 
The resolution of environmental exposures by the Company generally occurs through settlements with policyholders as opposed to claimants. Generally, the Company strives to extinguish any obligations it may have under any policy issued to the policyholder for past, present and future environmental liabilities and extinguish any pending coverage litigation dispute with the policyholder.  This form of settlement is commonly referred to as a “buy-back” of policies for future environmental liability. In addition, many of the agreements have also extinguished any insurance obligation which the Company may have for other claims, including, but

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not limited to, asbestos and other cumulative injury claims.  The Company and its policyholders may also agree to settlements which only extinguish any liability arising from known specified sites or claims.  In many instances, these agreements also include indemnities and hold harmless provisions to protect the Company.  The Company’s general purpose in executing these agreements is to reduce the Company’s potential environmental exposure and eliminate the risks presented by coverage litigation with the policyholder and related costs.
 
In establishing environmental reserves, the Company evaluates the exposure presented by each policyholder and the anticipated cost of resolution, if any. In the course of this analysis, the Company generally considers the probable liability, available coverage and relevant judicial interpretations. In addition, the Company considers the many variables presented, such as: the nature of the alleged activities of the policyholder at each site; the number of sites; the total number of potentially responsible parties at each site; the nature of the alleged environmental harm and the corresponding remedy at each site; the nature of government enforcement activities at each site; the ownership and general use of each site; the overall nature of the insurance relationship between the Company and the policyholder, including the role of any umbrella or excess insurance the Company has issued to the policyholder; the involvement of other insurers; the potential for other available coverage, including the number of years of coverage; the role, if any, of non-environmental claims or potential non-environmental claims in any resolution process; and the applicable law in each jurisdiction. Conventional actuarial methods are not used to estimate these reserves.

The Company continues to receive notices from policyholders tendering claims for the first time, frequently under policies issued prior to the mid-1980s. These policyholders continue to present smaller exposures, have fewer sites and are lower tier defendants.  Further, in many instances, clean-up costs have been reduced because regulatory agencies are willing to accept risk-based site analyses and more efficient clean-up technologies. Over the past several years, the Company has experienced generally favorable trends in the number of new policyholders tendering environmental claims for the first time and in the number of pending declaratory judgment actions relating to environmental matters. However, the degree to which those favorable trends have continued has been less than anticipated. In addition, reserve development on existing environmental claims as well as the costs associated with coverage litigation on environmental matters have been greater than anticipated, driven by claims and legal developments in a limited number of jurisdictions. As a result of these factors, the Company increased its net environmental reserves by $68 million and $55 million in the first nine months of 2019 and 2018, respectively.
 
Net environmental paid loss and loss expenses in the first nine months of 2019 and 2018 were $57 million and $43 million, respectively. At September 30, 2019, approximately 95% of the net environmental reserve (approximately $327 million) was carried in a bulk reserve and included unresolved environmental claims, incurred but not reported environmental claims and the anticipated cost of coverage litigation disputes relating to these claims. The bulk reserve the Company carries is established and adjusted based upon the aggregate volume of in-process environmental claims and the Company’s experience in resolving those claims. The balance, approximately 5% of the net environmental reserve (approximately $18 million), consists of case reserves.
 

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The following table displays activity for environmental losses and loss expenses and reserves:
(at and for the nine months ended September 30, in millions)
 
2019
 
2018
Beginning reserves:
 
 

 
 

Gross
 
$
358

 
$
373

Ceded
 
(24
)
 
(13
)
Net
 
334

 
360

 
 
 
 
 
Incurred losses and loss expenses:
 
 

 
 

Gross
 
75

 
71

Ceded
 
(7
)
 
(16
)
Net
 
68

 
55

 
 
 
 
 
Paid loss and loss expenses:
 
 

 
 

Gross
 
58

 
47

Ceded
 
(1
)
 
(4
)
Net
 
57

 
43

 
 
 
 
 
Foreign exchange and other:
 
 

 
 

Gross
 
(1
)
 

Ceded
 
1

 

Net
 

 

 
 
 
 
 
Ending reserves:
 
 

 
 

Gross
 
374

 
397

Ceded
 
(29
)
 
(25
)
Net
 
$
345

 
$
372

 
UNCERTAINTY REGARDING ADEQUACY OF ASBESTOS AND ENVIRONMENTAL RESERVES
 
As a result of the processes and procedures discussed above, management believes that the reserves carried for asbestos and environmental claims are appropriately established based upon known facts, current law and management’s judgment. However, the uncertainties surrounding the final resolution of these claims continue, and it is difficult to determine the ultimate exposure for asbestos and environmental claims and related litigation. As a result, these reserves are subject to revision as new information becomes available and as claims develop. Changes in the legal, regulatory and legislative environment may impact the resolution of asbestos and environmental claims and result in adverse loss reserve development. The emergence of a greater number of asbestos or environmental claims beyond that which is anticipated may result in adverse loss reserve development. Changes in applicable legislation and future court and regulatory decisions and interpretations, including the outcome of legal challenges to legislative and/or judicial reforms establishing medical criteria for the pursuit of asbestos claims could affect the settlement of asbestos and environmental claims. It is also difficult to predict the ultimate outcome of complex coverage disputes until settlement negotiations near completion and significant legal questions are resolved or, failing settlement, until the dispute is adjudicated. This is particularly the case with policyholders in bankruptcy where negotiations often involve a large number of claimants and other parties and require court approval to be effective. As part of its continuing analysis of asbestos and environmental reserves, the Company continues to study the implications of these and other developments.

Because of the uncertainties set forth above, additional liabilities may arise for amounts in excess of the Company’s current insurance reserves.  In addition, the Company’s estimate of claims and claim adjustment expenses may change.  These additional liabilities or increases 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 operating results in future periods.


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INVESTMENT PORTFOLIO
 
The Company’s invested assets at September 30, 2019 were $77.42 billion, of which 94% was invested in fixed maturity and short-term investments, 1% in equity securities, 1% in real estate investments and 4% in other investments.  Because the primary purpose of the investment portfolio is to fund future claims payments, the Company employs a conservative investment philosophy.  A significant majority of funds available for investment are deployed in a widely diversified portfolio of high quality, liquid, taxable U.S. government, tax-exempt U.S. municipal and taxable corporate and U.S. agency mortgage-backed bonds.
 
The carrying value of the Company’s fixed maturity portfolio at September 30, 2019 was $68.01 billion.  The Company closely monitors the duration of its fixed maturity investments, and investment purchases and sales are executed with the objective of having adequate funds available to satisfy the Company’s insurance and debt obligations.  The weighted average credit quality of the Company’s fixed maturity portfolio, both including and excluding U.S. Treasury securities, was “Aa2” at both September 30, 2019 and December 31, 2018.  Below investment grade securities represented 2.2% and 2.3% of the total fixed maturity investment portfolio at September 30, 2019 and December 31, 2018, respectively. The weighted average effective duration of fixed maturities and short-term securities was 3.9 (4.2 excluding short-term securities) at September 30, 2019 and 4.5 (4.7 excluding short-term securities) at December 31, 2018.
 
Obligations of States, Municipalities and Political Subdivisions
 
The Company’s fixed maturity investment portfolio at September 30, 2019 and December 31, 2018 included $29.92 billion and $28.61 billion, respectively, of securities which are obligations of states, municipalities and political subdivisions (collectively referred to as the municipal bond portfolio).  The municipal bond portfolio is diversified across the United States, the District of Columbia and Puerto Rico and includes general obligation and revenue bonds issued by states, cities, counties, school districts and similar issuers.  Included in the municipal bond portfolio at September 30, 2019 and December 31, 2018 were $2.06 billion and $2.85 billion, respectively, of pre-refunded bonds, which are bonds for which states or municipalities have established irrevocable trusts, 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.  The irrevocable trusts are verified as to their sufficiency by an independent verification agent of the underwriter, issuer or trustee.  All of the Company’s holdings of securities issued by Puerto Rico and related entities have been pre-refunded and therefore are defeased by U.S. Treasury securities.
 
The Company bases its investment decision on the underlying credit characteristics of the municipal security. The weighted average credit rating of the municipal bond portfolio was "Aaa/Aa1" at both September 30, 2019 and December 31, 2018.
 
Mortgage-Backed Securities, Collateralized Mortgage Obligations and Pass-Through Securities
 
The Company’s fixed maturity investment portfolio at September 30, 2019 and December 31, 2018 included $3.16 billion and $2.57 billion, respectively, of residential mortgage-backed securities, which include pass-through securities and collateralized mortgage obligations (CMOs), all of which are subject to prepayment risk (either shortening or lengthening of duration).  While prepayment risk for securities and its effect on income cannot be fully controlled, particularly when interest rates move dramatically, the Company’s investment strategy generally favors securities that reduce this risk within expected interest rate ranges.  Included in the totals at September 30, 2019 and December 31, 2018 were $1.43 billion and $859 million, respectively, of GNMA, FNMA, FHLMC (excluding FHA project loans) and Canadian government guaranteed residential mortgage-backed pass-through securities classified as available for sale.  Also included in those totals were residential CMOs classified as available for sale with a fair value of $1.73 billion and $1.71 billion at September 30, 2019 and December 31, 2018, respectively. Approximately 52% of the Company’s CMO holdings at both September 30, 2019 and December 31, 2018 were guaranteed by or fully collateralized by securities issued by GNMA, FNMA or FHLMC.  The weighted average credit rating of the $838 million and $828 million of non-guaranteed CMO holdings at both September 30, 2019 and December 31, 2018 was "Aa1." The weighted average credit rating of all of the above securities was "Aaa/Aa1" at both September 30, 2019 and December 31, 2018.  For further discussion regarding the Company’s investments in residential CMOs, see “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Investment Portfolio” in the Company’s 2018 Annual Report.
 
Equity Securities, Real Estate and Short-Term Investments
 
See note 1 of notes to the consolidated financial statements in the Company’s 2018 Annual Report for further information about these invested asset classes.

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Other Investments
 
The Company also invests in private equity limited partnerships, hedge funds and real estate partnerships and joint ventures.  Also included in other investments are non-public common and preferred equities and derivatives.  These asset classes have historically provided a higher return than fixed maturities but are subject to more volatility.  At September 30, 2019 and December 31, 2018, the carrying value of the Company’s other investments was $3.44 billion and $3.56 billion, respectively.

CATASTROPHE REINSURANCE COVERAGE

The Company's normal renewals and changes to its catastrophe reinsurance coverage occur in January and July each year. The changes effective in January are discussed in the "Catastrophe Reinsurance" section of "Part I - Item 1 - Business" in the Company's 2018 Annual Report, and the changes effective in July are discussed in the “Catastrophe Reinsurance Coverage” section of “Part I - Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.

The Company regularly reviews its catastrophe reinsurance coverage and may adjust such coverage in the future.

REINSURANCE RECOVERABLES
 
For a description of the Company’s reinsurance recoverables, refer to “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Reinsurance Recoverables” in the Company’s 2018 Annual Report.
 
The following table summarizes the composition of the Company’s reinsurance recoverables:
(in millions)
 
September 30,
2019
 
December 31, 2018
Gross reinsurance recoverables on paid and unpaid claims and claim adjustment expenses
 
$
3,392

 
$
3,485

Allowance for uncollectible reinsurance
 
(94
)
 
(110
)
Net reinsurance recoverables
 
3,298

 
3,375

Mandatory pools and associations
 
1,915

 
2,005

Structured settlements
 
2,949

 
2,990

Total reinsurance recoverables
 
$
8,162

 
$
8,370

 
Net reinsurance recoverables at September 30, 2019 decreased by $77 million from December 31, 2018, primarily reflecting the impacts of cash collections in the first nine months of 2019.

OUTLOOK
 
The following discussion provides outlook information for certain key drivers of the Company’s results of operations and capital position.
 
Premiums.  The Company’s earned premiums are a function of net written premium volume.  Net written premiums comprise both renewal business and new business and are recognized as earned premium over the life of the underlying policies. When business renews, the amount of net written premiums associated with that business may increase or decrease (renewal premium change) as a result of increases or decreases in rate and/or insured exposures, which the Company considers as a measure of units of exposure (such as the number and value of vehicles or properties insured).  Net written premiums from both renewal and new business, and therefore earned premiums, are impacted by competitive market conditions as well as general economic conditions, which, particularly in the case of Business Insurance, affect audit premium adjustments, policy endorsements and mid-term cancellations.  Property and casualty insurance market conditions are expected to remain competitive.  Net written premiums may also be impacted by the structure of reinsurance programs and related costs, as well as changes in foreign currency exchange rates.
 
Overall, the Company expects retention levels (the amount of expiring premium that renews, before the impact of renewal premium changes) will remain strong by historical standards over the next four quarters. In Business Insurance, the Company expects that domestic renewal premium changes over the next four quarters will remain positive and on average will be higher than the average

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level attained in the same period of 2018 and 2019. In Bond & Specialty Insurance, the Company expects that renewal premium changes with respect to domestic management liability business over the next four quarters will remain positive and on average will be higher than the average level attained in the same period of 2018 and 2019. In Personal Insurance, the Company expects that domestic Agency Automobile renewal premium changes over the next four quarters will remain positive but on average will be lower than the average level attained in the same period of 2018 and 2019. The Company expects that domestic Agency Homeowners and Other renewal premium changes over the next four quarters will remain positive and on average will be higher than the average level attained in the same period of 2018 and 2019. The need for state regulatory approval for changes to personal and many commercial property and casualty insurance prices, as well as competitive market conditions, may impact the timing and extent of renewal premium changes.  With regard to the Company's international business, the Company expects that renewal premium changes over the next four quarters will remain positive and on average will be higher than the average level attained in the same period of 2018 and 2019. Given the relatively smaller amount of premium that the Company generates from outside the United States and the transactional nature of some of those markets, particularly Lloyd’s, international renewal premium changes can be more volatile and therefore difficult to predict.
 
Property and casualty insurance market conditions are expected to remain competitive over the next four quarters for new business.  In each of the Company’s business segments, new business generally has less of an impact on underwriting profitability than renewal business, given the volume of new business relative to renewal business.  However, in periods of meaningful increases in new business, despite its positive impact on underwriting gains over time, the impact of higher new business levels may negatively impact the combined ratio for a period of time.
 
Economic conditions in the United States and elsewhere could change, due to a variety of factors, including the political and regulatory environment, changes to fiscal stimulus programs, inflation or deflation (including the impact of rapid changes in wages and/or commodity prices), the imposition of tariffs or other barriers to international trade, fluctuations in interest rates and foreign currency exchange rates, high levels of global debt after an extended period of low interest rates, the United Kingdom’s withdrawal from the European Union, a shutdown of the U.S. government, the failure by the U.S. government to raise the debt ceiling, changes to the U.S. Federal budget and further potential changes in tax laws in the United States or modification of the Affordable Care Act. The resulting changes in levels of economic activity could positively or negatively impact exposure changes at renewal and the Company’s ability to write business at acceptable rates. Additionally, changes in levels of economic activity could positively or negatively impact audit premium adjustments, policy endorsements and mid-term cancellations after policies are written.  All of the foregoing, in turn, could positively or negatively impact net written premiums during the remainder of 2019 and into 2020, and because earned premiums are a function of net written premiums, earned premiums could be impacted on a lagging basis.
 
Underwriting Gain/Loss. The Company’s underwriting gain/loss can be significantly impacted by catastrophe losses and net favorable or unfavorable prior year reserve development, as well as underlying underwriting margins. Underlying underwriting margins can be impacted by a number of factors, including variability in non-catastrophe weather, large loss and other loss activity; changes in current period loss estimates resulting from prior period loss development; changes in business mix; changes in reinsurance coverages and/or costs; premium adjustments; and variability in expenses and assessments.

Catastrophe losses and non-catastrophe weather-related losses are inherently unpredictable from period to period. The Company’s results of operations could be adversely impacted if significant catastrophe and non-catastrophe weather-related losses were to occur.

For a number of years, the Company’s results have included significant amounts of net favorable prior year reserve development driven by better than expected loss experience. As a result of net unfavorable prior year reserve development recognized in the third quarter of 2019, the Company recognized net unfavorable prior year reserve development for the nine months ended September 30, 2019. Given the inherent uncertainty in estimating claims and claim adjustment expense reserves, loss experience could develop such that the Company recognizes favorable prior year reserve development, no favorable prior year reserve development or unfavorable prior year reserve development in future periods. In addition, the ongoing review of prior year claims and claim adjustment expense reserves, or other changes in current period circumstances, may result in the Company revising current year loss estimates upward or downward in future periods of the current year.

It is possible that changes in economic conditions could lead to higher or lower inflation than the Company had anticipated, which could in turn lead to an increase or decrease in the Company’s loss costs and the need to strengthen or reduce claims and claim adjustment expense reserves. These impacts of inflation on loss costs and claims and claim adjustment expense reserves could be more pronounced for those lines of business that require a relatively longer period of time to finalize and settle claims for a given accident year and, accordingly, are relatively more inflation sensitive. For a further discussion, see “Part I-Item 1A-Risk Factors-

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If actual claims exceed our claims and claim adjustment expense reserves, or if changes in the estimated level of claims and claim adjustment expense reserves are necessary, including as a result of, among other things, changes in the legal, regulatory and economic environments in which the Company operates, our financial results could be materially and adversely affected” in the Company’s 2018 Annual Report.
 
In Business Insurance, the Company expects that for the fourth quarter of 2019, the underlying underwriting margin will be higher, and the underlying combined ratio will be lower, than in the same period of 2018, reflecting the timing impact of higher loss estimates in the commercial automobile product line that were recognized in the fourth quarter of 2018. The Company expects that for the first three quarters of 2020 in the aggregate, the underlying underwriting margin will be higher, and the underlying combined ratio will be lower, than in the same period of 2019, assuming the anticipated impacts of earned pricing in excess of loss cost trends and improved results in the Company's international business.

In Bond & Specialty Insurance, the Company expects that for the fourth quarter of 2019, the underlying underwriting margin will be slightly lower, and the underlying combined ratio will be higher, than in the same period of 2018, primarily due to modestly higher loss estimates in the domestic general liability product line for management liability coverages. The Company expects that for the first three quarters of 2020 in the aggregate, the underlying underwriting margin will be broadly consistent with the same period of 2019 and the underlying combined ratio will be slightly higher than in the same period of 2019.

In Personal Insurance, the Company expects that for the fourth quarter of 2019, the underlying underwriting margin will be slightly higher, and the underlying combined ratio will be slightly lower, than in the same period of 2018, assuming lower levels of non-catastrophe weather-related losses. The Company expects that for the first three quarters of 2020 in the aggregate, the underlying underwriting margin will be higher, and the underlying combined ratio will be lower, than in the same period of 2019, assuming lower levels of non-catastrophe weather-related losses. In Agency Automobile, the Company expects that for the fourth quarter of 2019, the underlying underwriting margin will be lower, and the underlying combined ratio will be higher, than in the same period of 2018 due to a low level of loss activity in the fourth quarter of 2018. The Company expects that for the first three quarters of 2020 in the aggregate, the underlying underwriting margin and the underlying combined ratio in Agency Automobile will be broadly consistent with the same period of 2019. In Agency Homeowners and Other, the Company expects that for the next four quarters in the aggregate, the underlying underwriting margin will be higher, and the underlying combined ratio will be lower, than in the same period of 2018 and 2019, assuming lower levels of non-catastrophe weather-related losses.

Investment Portfolio.  The Company expects to continue to focus its investment strategy on maintaining a high-quality investment portfolio and a relatively short average effective duration.  The weighted average effective duration of fixed maturities and short-term securities was 3.9 (4.2 excluding short-term securities) at September 30, 2019.  From time to time, the Company enters into short positions in U.S. Treasury futures contracts to manage the duration of its fixed maturity portfolio.  At September 30, 2019, the Company had no open U.S. Treasury futures contracts.  The Company continually evaluates its investment alternatives and mix.  Currently, the majority of the Company’s investments are comprised of a widely diversified portfolio of high-quality, liquid, taxable U.S. government, tax-exempt U.S. municipal and taxable corporate and U.S. agency mortgage-backed bonds.
 
The Company also invests much smaller amounts in equity securities, real estate, private equity limited partnerships, hedge funds, and real estate partnerships and joint ventures.  These investment classes have the potential for higher returns but also the potential for higher degrees of risk, including less stable rates of return and less liquidity.
 
Net investment income is a material contributor to the Company’s results of operations. Based on the impact of slightly higher levels of fixed income investments (fixed maturity and short-term investments), offset by expected lower reinvestment yields on fixed income investments, the Company expects that for the fourth quarter of 2019, after-tax net investment income from those portfolios will be broadly consistent with the corresponding quarter of 2018. Additionally, based on the impact of expected lower reinvestment yields on fixed income investments, partially offset by slightly higher levels of fixed income investments, the Company expects that for the first three quarters of 2020, after-tax net investment income from those portfolios will be approximately $10 million to $15 million lower on a quarterly basis as compared to the corresponding quarters of 2019. The impact of future market conditions on net investment income from the Company's non-fixed income investment portfolios during the fourth quarter of 2019 and the first three quarters of 2020 is hard to predict. If general economic conditions and/or investment market conditions change, the Company could experience an increase or decrease in net investment income and/or significant realized investment gains or losses (including impairments) compared with the same periods of 2018 and 2019.
 
The Company had a net pre-tax unrealized investment gain of $2.99 billion ($2.35 billion after-tax) in its fixed maturity investment portfolio at September 30, 2019.  While the Company does not attempt to predict future interest rate movements, a rising interest

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rate environment would reduce the market value of fixed maturity investments and, therefore, reduce shareholders’ equity, and a declining interest rate environment would have the opposite effects. The Company's investment portfolio has benefited from certain tax exemptions (primarily those related to interest from municipal bonds) and certain other tax laws, including, but not limited to, those governing dividends-received deductions and tax credits (such as foreign tax credits). Changes in these laws could adversely impact the value of the Company's investment portfolio. See "Changes in U.S. tax laws or in the tax laws of other jurisdictions in which we operate could adversely impact us" included in “Part I—Item 1A—Risk Factors” in the Company’s 2018 Annual Report.
 
For further discussion of the Company’s investment portfolio, see “Investment Portfolio.” For a discussion of the risks to the Company’s business during or following a financial market disruption and risks to the Company’s investment portfolio, see the risk factors entitled “During or following a period of financial market disruption or an economic downturn, our business could be materially and adversely affected” and “Our investment portfolio is subject to credit and interest rate risk, and may suffer reduced or low returns or material realized or unrealized losses” included in “Part I—Item 1A—Risk Factors” in the Company’s 2018 Annual Report.  For a discussion of the risks to the Company’s investments from foreign currency exchange rate fluctuations, see the risk factor entitled “We are also subject to a number of additional risks associated with our business outside the United States” included in “Part I—Item 1A—Risk Factors” in the Company’s 2018 Annual Report and see “Part II—Item 7A—Quantitative and Qualitative Disclosures About Market Risk—Foreign Currency Exchange Rate Risk” in the Company’s 2018 Annual Report.
 
Capital Position. The Company believes it has a strong capital position and, as part of its ongoing efforts to create shareholder value, expects to continue to return capital not needed to support its business operations to its shareholders.  The Company expects that, generally over time, the combination of dividends to common shareholders and common share repurchases will likely not exceed net income.  In addition, the timing and actual number of shares to be repurchased in the future will depend on a variety of additional factors, including the Company’s financial position, earnings, share price, catastrophe losses, maintaining capital levels commensurate with the Company’s desired ratings from independent rating agencies, changes in levels of written premiums, funding of the Company’s qualified pension plan, capital requirements of the Company’s operating subsidiaries, legal requirements, regulatory constraints, other investment opportunities (including mergers and acquisitions and related financings), market conditions and other factors.  For information regarding the Company’s common share repurchases in 2019, see “Liquidity and Capital Resources.” 

As a result of the Company’s business outside of the United States, primarily in Canada, the United Kingdom (including Lloyd’s), the Republic of Ireland and Brazil, the Company’s capital is also subject to the effects of changes in foreign currency exchange rates (including with respect to the valuation of the Company's foreign investments and interests in joint ventures).  For example, strengthening of the U.S. dollar in comparison to other currencies could result in a reduction of shareholders’ equity.  For additional discussion of the Company’s foreign exchange market risk exposure, see “Part II—Item 7A—Quantitative and Qualitative Disclosures About Market Risk” in the Company’s 2018 Annual Report.
 
Many of the statements in this “Outlook” section are forward-looking statements, which are subject to risks and uncertainties that are often difficult to predict and beyond the Company’s control.  Actual results could differ materially from those expressed or implied by such forward-looking statements.  Further, such forward-looking statements speak only as of the date of this report and the Company undertakes no obligation to update them.  See “—Forward Looking Statements.”  For a discussion of potential risks and uncertainties that could impact the Company’s results of operations or financial position, see “Part I—Item 1A—Risk Factors” in the Company’s 2018 Annual Report and “Critical Accounting Estimates.”

LIQUIDITY AND CAPITAL RESOURCES
 
Liquidity is a measure of a company’s ability to generate sufficient cash flows to meet the cash requirements of its business operations and to satisfy general corporate purposes when needed.
 
Operating Company Liquidity.  The liquidity requirements of the Company’s insurance subsidiaries are met primarily by funds generated from premiums, fees, income received on investments and investment maturities.  For further discussion of operating company liquidity, see “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” in the Company’s 2018 Annual Report.
 
Holding Company Liquidity.  TRV’s liquidity requirements primarily include shareholder dividends, debt servicing, common share repurchases and, from time to time, contributions to its qualified domestic pension plan.  At September 30, 2019, TRV held total cash and short-term invested assets in the United States aggregating $1.51 billion and having a weighted average maturity of 41

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days.  TRV has established a holding company liquidity target equal to its estimated annual pre-tax interest expense and common shareholder dividends (currently approximately $1.19 billion).  TRV’s holding company liquidity of $1.51 billion at September 30, 2019 exceeded this target and it is the opinion of the Company’s management that these assets are sufficient to meet TRV’s current liquidity requirements.

TRV is not dependent on dividends or other forms of repatriation from its foreign operations to support its liquidity needs. The undistributed earnings of the Company’s foreign operations are intended to be permanently reinvested in those operations, and such earnings were not material to the Company’s financial position or liquidity at September 30, 2019.
 
TRV has a shelf registration statement filed with the Securities and Exchange Commission (SEC) that expires on June 10, 2022 which permits it to issue securities from time to time.  TRV also has a $1.0 billion line of credit facility with a syndicate of financial institutions that expires on June 4, 2023. At September 30, 2019, the Company had $100 million of commercial paper outstanding. TRV is not reliant on its commercial paper program to meet its operating cash flow needs.
 
The Company utilized uncollateralized letters of credit issued by major banks with an aggregate limit of approximately $334 million to provide a portion of the capital needed to support its obligations at Lloyd’s at September 30, 2019. If uncollateralized letters of credit are not available at a reasonable price or at all in the future, the Company can collateralize these letters of credit or may have to seek alternative means of supporting its obligations at Lloyd’s, which could include utilizing holding company funds on hand.
 
Operating Activities
Net cash provided by operating activities in the first nine months of 2019 and 2018 was $3.79 billion and $3.43 billion, respectively.  The increase in cash flows in the first nine months of 2019 primarily reflected higher levels of cash received for (i) premiums and (ii) net investment income, partially offset by the impacts of higher levels of payments for (iii) claims and claim adjustment expenses, (iv) commission expenses and (v) income taxes.

Investing Activities
Net cash used in investing activities in the first nine months of 2019 and 2018 was $2.05 billion and $1.76 billion, respectively.  The Company’s consolidated total investments at September 30, 2019 increased by $5.14 billion, or 7% over year-end 2018, primarily reflecting the impacts of (i) net unrealized gains on investments at September 30, 2019 as compared with net unrealized losses on investments at December 31, 2018, as a result of decreases in market interest rates during the first nine months of 2019 and (ii) net cash flows provided by operating activities, partially offset by (iii) common share repurchases and (iv) dividends paid to shareholders.

Financing Activities
Net cash used in financing activities in the first nine months of 2019 and 2018 was $1.61 billion and $1.65 billion, respectively.  The totals in both periods primarily reflected common share repurchases, the payment of debt and dividends paid to shareholders, partially offset by the issuance of debt and the net proceeds from employee stock option exercises. Common share repurchases in the first nine months of 2019 and 2018 were $1.17 billion and $1.15 billion, respectively. 
 
Dividends.  Dividends paid to shareholders were $633 million and $611 million in the first nine months of 2019 and 2018, respectively. The declaration and payment of future dividends to holders of the Company’s common stock will be at the discretion of the Company’s Board of Directors and will depend upon many factors, including the Company’s financial position, earnings, capital requirements of the Company’s operating subsidiaries, legal requirements, regulatory constraints and other factors as the Board of Directors deems relevant.  Dividends will be paid by the Company only if declared by its Board of Directors out of funds legally available, subject to any other restrictions that may be applicable to the Company.  On October 22, 2019, the Company announced that it declared a regular quarterly dividend of $0.82 per share, payable December 31, 2019 to shareholders of record on December 10, 2019.
 
Share Repurchase Authorization.  The Company’s Board of Directors has approved common share repurchase authorizations under which repurchases may be made from time to time in the open market, pursuant to pre-set trading plans meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, in private transactions or otherwise.  The authorizations do not have a stated expiration date.  The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including the Company’s financial position, earnings, share price, catastrophe losses, maintaining capital levels commensurate with the Company’s desired ratings from independent rating agencies, funding of the Company’s qualified pension plan, capital requirements of the Company’s operating subsidiaries, legal requirements, regulatory constraints, other investment opportunities

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(including mergers and acquisitions and related financings), market conditions and other factors.  During the three months and nine months ended September 30, 2019, the Company repurchased 2.5 million and 8.0 million shares under its share repurchase authorization, for a total cost of $375 million and $1.13 billion, respectively.  The average cost per share repurchased was $147.23 and $140.35, respectively.  At September 30, 2019, the Company had $2.16 billion of capacity remaining under the share repurchase authorization.
 
Capital Structure.  The following table summarizes the components of the Company’s capital structure at September 30, 2019 and December 31, 2018.
(in millions)
 
September 30,
2019
 
December 31,
2018
Debt:
 
 

 
 
Short-term
 
$
100

 
$
600

Long-term
 
6,504

 
6,004

Net unamortized fair value adjustments and debt issuance costs
 
(46
)
 
(40
)
Total debt
 
6,558

 
6,564

 
 
 
 
 
Shareholders’ equity:
 
 

 
 

Common stock and retained earnings, less treasury stock
 
24,982

 
24,753

Accumulated other comprehensive income (loss)
 
625

 
(1,859
)
Total shareholders’ equity
 
25,607

 
22,894

Total capitalization
 
$
32,165

 
$
29,458

 
On March 4, 2019, the Company issued $500 million aggregate principal amount of 4.10% senior notes that will mature on March 4, 2049.  The net proceeds were used to repay the Company's $500 million, 5.90% senior notes on June 2, 2019. See note 8 of notes to the unaudited consolidated financial statements for further discussion regarding the terms of the senior notes. 
 
The following table provides a reconciliation of total capitalization presented in the foregoing table to total capitalization excluding net unrealized gains (losses) on investments, net of taxes, included in shareholders' equity.
(dollars in millions)
 
September 30,
2019
 
December 31,
2018
Total capitalization
 
$
32,165

 
$
29,458

Less: net unrealized gains (losses) on investments, net of taxes, included in shareholders' equity
 
2,354

 
(113
)
Total capitalization excluding net unrealized gains (losses) on investments, net of taxes, included in shareholders' equity
 
$
29,811

 
$
29,571

Debt-to-total capital ratio
 
20.4
%
 
22.3
%
Debt-to-total capital ratio excluding net unrealized gains (losses) on investments, net of taxes, included in shareholders' equity
 
22.0
%
 
22.2
%

The debt-to-total capital ratio excluding net unrealized gains (losses) on investments, net of taxes, included in shareholders’ equity, is calculated by dividing (a) debt by (b) total capitalization excluding net unrealized gains and losses on investments, net of taxes, included in shareholders’ equity. Net unrealized gains and losses on investments can be significantly impacted by both interest rate movements and other economic factors. Accordingly, in the opinion of the Company’s management, the debt-to-total capital ratio calculated on this basis provides another useful metric for investors to understand the Company’s financial leverage position. The Company’s ratio of debt-to-total capital excluding after-tax net unrealized investment gains (losses) included in shareholders’ equity of 22.0% at September 30, 2019 was within the Company’s target range of 15% to 25%.


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RATINGS

Ratings are an important factor in assessing the Company’s competitive position in the insurance industry.  The Company receives ratings from the following major rating agencies: A.M. Best Company (A.M. Best), Fitch Ratings (Fitch), Moody’s Investors Service (Moody’s) and Standard & Poor’s (S&P).  The following rating agency action was taken with respect to the Company since July 23, 2019, the date on which the Company’s Form 10-Q for the quarter ended June 30, 2019 was filed with the SEC.   For additional discussion of ratings, see “Part I—Item 1—Business—Ratings” in the Company’s 2018 Annual Report.

On July 29, 2019, S&P affirmed all ratings of the Company. The outlook for all ratings is stable.

CRITICAL ACCOUNTING ESTIMATES
 
For a description of the Company’s critical accounting estimates, refer to “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” in the Company’s 2018 Annual Report.  The Company considers its most significant accounting estimates to be those applied to claims and claim adjustment expense reserves and related reinsurance recoverables, investment valuation and impairments, and goodwill and other intangible assets impairments. Except as shown in the table below, there have been no material changes to the Company’s critical accounting estimates since December 31, 2018.
 
Claims and Claim Adjustment Expense Reserves
The table below displays the Company’s gross claims and claim adjustment expense reserves by product line.  Because the establishment of claims and claim adjustment expense reserves is an inherently uncertain process involving estimates, currently established claims and claim adjustment expense reserves may change.  The Company reflects adjustments to the reserves in the results of operations in the period the estimates are changed.  These changes in estimates could result in income statement charges that could be material to the Company’s operating results in future periods.  In particular, a portion of the Company’s gross claims and claim adjustment expense reserves (totaling $2.06 billion at September 30, 2019) are for asbestos and environmental claims and related litigation.  Asbestos and environmental reserves are included in the General liability, Commercial multi-peril and International and other lines in the summary table below.  While the ongoing review of asbestos and environmental claims and associated liabilities considers the inconsistencies of court decisions as to coverage, plaintiffs’ expanded theories of liability and the risks inherent in complex litigation and other uncertainties, in the opinion of the Company’s management, it is possible that the outcome of the continued uncertainties regarding these claims could result in liability in future periods that differs from current reserves by an amount that could be material to the Company’s future operating results. Asbestos and environmental reserves are discussed separately; see “Asbestos Claims and Litigation”, “Environmental Claims and Litigation” and “Uncertainty Regarding Adequacy of Asbestos and Environmental Reserves” in this report.
 
Gross claims and claim adjustment expense reserves by product line were as follows:
 
 
September 30, 2019
 
December 31, 2018
(in millions)
 
Case
 
IBNR
 
Total
 
Case
 
IBNR
 
Total
General liability
 
$
4,875

 
$
7,471

 
$
12,346

 
$
4,780

 
$
7,092

 
$
11,872

Commercial property
 
1,092

 
294

 
1,386

 
1,157

 
297

 
1,454

Commercial multi-peril
 
2,104

 
1,994

 
4,098

 
2,089

 
1,886

 
3,975

Commercial automobile
 
2,505

 
1,860

 
4,365

 
2,339

 
1,661

 
4,000

Workers’ compensation
 
10,257

 
9,222

 
19,479

 
10,299

 
9,216

 
19,515

Fidelity and surety
 
249

 
327

 
576

 
280

 
288

 
568

Personal automobile
 
2,006

 
1,424

 
3,430

 
2,038

 
1,400

 
3,438

Homeowners and personal—other
 
849

 
959

 
1,808

 
942

 
884

 
1,826

International and other
 
2,536

 
1,574

 
4,110

 
2,574

 
1,431

 
4,005

Property-casualty
 
26,473

 
25,125

 
51,598

 
26,498

 
24,155

 
50,653

Accident and health
 
14

 

 
14

 
15

 

 
15

Claims and claim adjustment expense reserves
 
$
26,487

 
$
25,125

 
$
51,612

 
$
26,513

 
$
24,155

 
$
50,668

 

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The $944 million increase in gross claims and claim adjustment expense reserves since December 31, 2018 primarily reflected the impacts of (i) higher volumes of insured exposures and loss cost trends for the current accident year, (ii) catastrophe losses in the first nine months of 2019 and (iii) net unfavorable prior year reserve development, partially offset by the impact of (iv)  payments related to catastrophe losses incurred in 2018.

FUTURE APPLICATION OF ACCOUNTING STANDARDS
 
See note 1 of notes to the unaudited consolidated financial statements contained in this quarterly report and in the Company’s 2018 Annual Report for a discussion of recently issued accounting pronouncements.

FORWARD-LOOKING STATEMENTS
 
This report contains, and management may make, certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  All statements, other than statements of historical facts, may be forward-looking statements.  Words such as “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates” and similar expressions are used to identify these forward-looking statements.  These statements include, among other things, the Company’s statements about:
 
the Company’s outlook and its future results of operations and financial condition (including, among other things, anticipated premium volume, premium rates, renewal premium changes, underwriting margins and underlying underwriting margins, net and core income, investment income and performance, loss costs, return on equity, core return on equity and expected current returns and combined ratios and underlying combined ratios);
share repurchase plans;
future pension plan contributions;
the sufficiency of the Company’s asbestos and other reserves;
the impact of emerging claims issues as well as other insurance and non-insurance litigation;
the potential benefit associated with the Company's ability to recover on its subrogation claims;
the cost and availability of reinsurance coverage;
catastrophe losses;
the impact of investment (including changes in interest rates), economic (including inflation, changes in tax law, changes in commodity prices and fluctuations in foreign currency exchange rates) and underwriting market conditions;
strategic and operational initiatives to improve profitability and competitiveness;
the Company's competitive advantages;
new product offerings;
the impact of new or potential regulations imposed or to be imposed by the United States or other nations, including tariffs or other barriers to international trade; and
the impact of developments in the tort environment, including legislation enacted or to be enacted by states allowing victims of sexual abuse to file or proceed with claims that otherwise would have been time-barred.
 
The Company cautions investors that such statements are subject to risks and uncertainties, many of which are difficult to predict and generally beyond the Company’s control, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements.
 
Some of the factors that could cause actual results to differ include, but are not limited to, the following:
 
catastrophe losses could materially and adversely affect the Company’s results of operations, its financial position and/or liquidity, and could adversely impact the Company’s ratings, the Company’s ability to raise capital and the availability and cost of reinsurance;
if actual claims exceed the Company’s claims and claim adjustment expense reserves, or if changes in the estimated level of claims and claim adjustment expense reserves are necessary, including as a result of, among other things, changes in the legal, regulatory and economic environments in which the Company operates, the Company’s financial results could be materially and adversely affected;
during or following a period of financial market disruption or an economic downturn, the Company’s business could be materially and adversely affected;
the Company’s investment portfolio is subject to credit and interest rate risk, and may suffer reduced or low returns or material realized or unrealized losses;

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the Company’s business could be harmed because of its potential exposure to asbestos and environmental claims and related litigation;
the intense competition that the Company faces, and the impact of innovation, technological change and changing customer preferences on the insurance industry and the markets in which the Company operates, could harm its ability to maintain or increase its business volumes and its profitability;
disruptions to the Company’s relationships with its independent agents and brokers or the Company’s inability to manage effectively a changing distribution landscape could adversely affect the Company;
the Company is exposed to, and may face adverse developments involving, mass tort claims such as those relating to exposure to potentially harmful products or substances;
the effects of emerging claim and coverage issues on the Company’s business are uncertain;
the Company may not be able to collect all amounts due to it from reinsurers, reinsurance coverage may not be available to the Company in the future at commercially reasonable rates or at all and the Company is exposed to credit risk related to its structured settlements;
the Company is also exposed to credit risk in certain of its insurance operations and with respect to certain guarantee or indemnification arrangements that it has with third parties;
within the United States, the Company’s businesses are heavily regulated by the states in which it conducts business, including licensing, market conduct and financial supervision, and changes in regulation may reduce the Company’s profitability and limit its growth;
a downgrade in the Company’s claims-paying and financial strength ratings could adversely impact the Company’s business volumes, adversely impact the Company’s ability to access the capital markets and increase the Company’s borrowing costs;
the inability of the Company’s insurance subsidiaries to pay dividends to the Company’s holding company in sufficient amounts would harm the Company’s ability to meet its obligations, pay future shareholder dividends and/or make future share repurchases;
the Company’s efforts to develop new products, expand in targeted markets or improve business processes and workflows may not be successful and may create enhanced risks;
the Company may be adversely affected if its pricing and capital models provide materially different indications than actual results;
the Company’s business success and profitability depend, in part, on effective information technology systems and on continuing to develop and implement improvements in technology, particularly as its business processes become more digital;
if the Company experiences difficulties with technology, data and network security (including as a result of cyber attacks), outsourcing relationships or cloud-based technology, the Company’s ability to conduct its business could be negatively impacted;
the Company is also subject to a number of additional risks associated with its business outside the United States, such as foreign currency exchange fluctuations (including with respect to the valuation of the Company's foreign investments and interests in joint ventures) and restrictive regulations as well as the risks and uncertainties associated with the United Kingdom's withdrawal from the European Union;
regulatory changes outside of the United States, including in Canada, the United Kingdom, the Republic of Ireland and the European Union, could adversely impact the Company’s results of operations and limit its growth;
loss of or significant restrictions on the use of particular types of underwriting criteria, such as credit scoring, or other data or methodologies, in the pricing and underwriting of the Company’s products could reduce the Company’s future profitability;
acquisitions and integration of acquired businesses may result in operating difficulties and other unintended consequences;
the Company could be adversely affected if its controls designed to ensure compliance with guidelines, policies and legal and regulatory standards are not effective;
the Company’s businesses may be adversely affected if it is unable to hire and retain qualified employees;
intellectual property is important to the Company’s business, and the Company may be unable to protect and enforce its own intellectual property or the Company may be subject to claims for infringing the intellectual property of others;
changes in federal regulation could impose significant burdens on the Company and otherwise adversely impact the Company’s results;
changes in U.S. tax laws or in the tax laws of other jurisdictions where the Company operates could adversely impact the Company; and
the Company’s share repurchase plans depend on a variety of factors, including the Company’s financial position, earnings, share price, catastrophe losses, maintaining capital levels commensurate with the Company’s desired ratings from independent rating agencies, changes in levels of written premiums, funding of the Company’s qualified pension plan,

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capital requirements of the Company’s operating subsidiaries, legal requirements, regulatory constraints, other investment opportunities (including mergers and acquisitions and related financings), market conditions and other factors.
 
The Company’s forward-looking statements speak only as of the date of this report or as of the date they are made, and the Company undertakes no obligation to update forward-looking statements.  For a more detailed discussion of these factors, see the information under the captions “Part I—Item 1A—Risk Factors” in the Company’s 2018 Annual Report filed with the SEC and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein and in the Company’s 2018 Annual Report as updated by the Company's periodic filings with the SEC.

WEBSITE AND SOCIAL MEDIA DISCLOSURE
 
The Company may use its website and/or social media outlets, such as Facebook and Twitter, as distribution channels of material company information.  Financial and other important information regarding the Company is routinely posted on and accessible through the Company’s website at http://investor.travelers.com, its Facebook page at https://www.facebook.com/travelers and its Twitter account (@Travelers) at https://twitter.com/Travelers.  In addition, you may automatically receive email alerts and other information about the Company when you enroll your email address by visiting the “Email Notifications” section under the "For Investors" heading at http://investor.travelers.com.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
For the Company’s disclosures about market risk, please see “Part II—Item 7A—Quantitative and Qualitative Disclosures About Market Risk” in the Company’s 2018 Annual Report filed with the SEC.  There have been no material changes to the Company’s disclosures about market risk in Part II—Item 7A of the Company’s 2018 Annual Report.

Item 4. CONTROLS AND PROCEDURES
 
The Company maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of September 30, 2019.  Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2019, the design and operation of the Company’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.
 
During the quarter ended September 30, 2019, the Company consolidated the premium collection of automated clearing house (ACH) and credit card payments for Personal Insurance into a single payment processing platform with a third-party provider, which has resulted in certain changes to business processes and internal control over financial reporting. Other than this consolidation to the single payment processing platform, there were no changes in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2019 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. Management reviewed and tested the effectiveness of the internal controls over financial reporting related to the consolidation to the single payment processing platform and concluded they were effective.

The Company regularly seeks to identify, develop and implement improvements to its technology systems and business processes, some of which may affect its internal control over financial reporting. These changes may include such activities as implementing new, more efficient systems, updating existing systems or platforms, automating manual processes or utilizing technology developed by third parties.  These systems changes are often phased in over multiple periods in order to limit the implementation risk in any one period, and as each change is implemented the Company monitors its effectiveness as part of its internal control over financial reporting.


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PART II — OTHER INFORMATION

Item 1.         LEGAL PROCEEDINGS
 
The information required with respect to this item can be found under “Contingencies” in note 14 of notes to the unaudited consolidated financial statements contained in this quarterly report and is incorporated by reference into this Item 1.

Item 1A.  RISK FACTORS
 
For a discussion of the Company’s potential risks or uncertainties, please see “Part I—Item 1A—Risk Factors” in the Company’s 2018 Annual Report filed with the SEC.  In addition, please see “Part I—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Outlook” and “—Critical Accounting Estimates” herein and in the Company’s 2018 Annual Report.  There have been no material changes to the risk factors disclosed in Part I—Item 1A of the Company’s 2018 Annual Report.

Item 2.         UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The table below sets forth information regarding repurchases by the Company of its common stock during the periods indicated.

ISSUER PURCHASES OF EQUITY SECURITIES
 
Period Beginning
 
Period Ending
 
Total number of
shares
purchased
 
Average price paid
per share
 
Total number of
shares purchased
as part of
publicly announced
plans or programs
 
Approximate
dollar value of
shares that may
yet be purchased
under the
plans or programs
(in millions)
July 1, 2019
 
July 31, 2019
 
368,773

 
$
148.53

 
368,347

 
$
2,481

August 1, 2019
 
August 31, 2019
 
1,304,712

 
$
146.69

 
1,304,536

 
$
2,290

September 1, 2019
 
September 30, 2019
 
874,304

 
$
147.49

 
874,278

 
$
2,161

Total
 
 
 
2,547,789

 
$
147.23

 
2,547,161

 
$
2,161

 
The Company’s Board of Directors has approved common share repurchase authorizations under which repurchases may be made from time to time in the open market, pursuant to pre-set trading plans meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, in private transactions or otherwise. The authorizations do not have a stated expiration date.  The most recent authorization was approved by the Board of Directors in April 2017 and added $5.0 billion of repurchase capacity to the $709 million capacity remaining at that date. The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including the Company’s financial position, earnings, share price, catastrophe losses, maintaining capital levels commensurate with the Company’s desired ratings from independent rating agencies, funding of the Company’s qualified pension plan, capital requirements of the Company’s operating subsidiaries, legal requirements, regulatory constraints, other investment opportunities (including mergers and acquisitions and related financings), market conditions and other factors.
 
The Company acquired 628 shares for a total cost of $0.1 million during the three months ended September 30, 2019 that were not part of the publicly announced share repurchase authorization.  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 price of certain stock options that were exercised.

For additional information regarding the Company’s share repurchases, see “Part I—Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

Item 5.   OTHER INFORMATION
 
Executive Ownership and Sales. All of the Company’s executive officers are subject to the Company’s executive stock ownership policy. For a summary of this policy as currently in effect, see “Compensation Discussion and Analysis - Additional Compensation Information - Stock Ownership Guidelines, Anti-Hedging and Pledging Policies, and Other Trading Restrictions” in the Company’s proxy statement filed with the SEC on April 5, 2019 (Proxy Statement). From time to time, some of the Company’s executives

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Item 5. OTHER INFORMATION, Continued

may determine that it is advisable to diversify their investments for personal financial planning reasons, or may seek liquidity for other reasons, and may, in compliance with the stock ownership policy, sell shares of common stock of the Company on the open market, in private transactions or to the Company. To effect such sales, from time to time, some of the Company’s executives may enter into trading plans designed to comply with the Company’s Securities Trading Policy and the provisions of Rule 10b5-1 under the Securities Exchange Act of 1934. The trading plans will not reduce any of the executives’ ownership of the Company’s shares below the applicable executive stock ownership guidelines. The Company does not undertake any obligation to report Rule 10b5-1 plans that may be adopted by any employee or director of the Company in the future, or to report any modifications or termination of any publicly announced plan.

As of the date of this report, Alan D. Schnitzer, Chairman and Chief Executive Officer, was the only "named executive officer" (i.e. an executive officer included in the compensation disclosures in the Company's most recent Proxy Statement filed) that has entered into a Rule 10b5-1 trading plan that remains in effect. Under the Company's stock ownership guidelines, Mr. Schnitzer has a target ownership level established as the lesser of 150,000 shares or the equivalent of 500% of base salary (as such amount is calculated for purposes of the stock ownership guidelines). See "Compensation Discussion and Analysis - Stock Ownership Guidelines, Anti-Hedging and Pledging Policies, and Other Trading Restrictions" in the Company's Proxy Statement.

Amendment of Bylaws. The Company’s Board of Directors, upon recommendation of the Company’s Nominating and Governance Committee, approved an amendment and restatement of the Company’s bylaws (as amended and restated, the Amended and Restated Bylaws), effective October 22, 2019. The amendments:
Clarify in Section 4, Section 5 and Section 6, respectively, of Article IV that the functions of Chief Legal Officer, Chief Investment Officer and Corporate Secretary may each be held by one or more persons.
Clarify in Section 11(c) of Article II that Section 10 of Article II does not apply to any shareholder proposal made pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, in which case the requirements, procedures, and notice deadlines of Rule 14a-8 govern any proposal made pursuant to such rule.
Provide certain technical and clarifying updates to Section 10 of Article III regarding requirements of all persons proposed as a nominee for director.

The foregoing summary of the amendments is qualified in its entirety by reference to the Amended and Restated Bylaws, which are attached hereto as Exhibit 3.2 and are incorporated herein by reference.

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Item 6.   EXHIBITS
Exhibit Number
 
Description of Exhibit
 
 
 
3.1
 
 
 
 
3.2†
 
 
 
 
31.1†
 
 
 
 
31.2†
 
 
 
 
32.1†
 
 
 
 
32.2†
 
 
 
 
101.1†
 
The following information from The Travelers Companies, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 formatted in Inline XBRL: (i) Consolidated Statement of Income for the three months and nine months ended September 30, 2019 and 2018; (ii) Consolidated Statement of Comprehensive Income for the three months and nine months ended September 30, 2019 and 2018; (iii) Consolidated Balance Sheet at September 30, 2019 and December 31, 2018; (iv) Consolidated Statement of Changes in Shareholders’ Equity for the three months and nine months ended September 30, 2019 and 2018; (v) Consolidated Statement of Cash Flows for the nine months ended September 30, 2019 and 2018; (vi) Notes to Consolidated Financial Statements; and (vii) the cover page.
 
 
 
104.1
 
Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101.1).
 _________________________________________________________
                          Filed herewith.
 
The total amount of securities authorized pursuant to any instrument defining rights of holders of long-term debt of the Company does not exceed 10% of the total assets of the Company and its consolidated subsidiaries.  Therefore, the Company is not filing any instruments evidencing long-term debt.  However, the Company will furnish copies of any such instrument to the Securities and Exchange Commission upon request.
 
Copies of any of the exhibits referred to above will be furnished to security holders who make written request therefor to The Travelers Companies, Inc., 385 Washington Street, Saint Paul, MN 55102, Attention: Corporate Secretary.
 
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure except for the terms of the agreements or other documents themselves, and you should not rely on them for other than that purpose.  In particular, any representations and warranties made by the Company in these agreements or other documents were made solely within the specific context of the relevant agreement or document and do not apply in any other context or at any time other than the date they were made.

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Table of Contents

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES



SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, The Travelers Companies, Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
THE TRAVELERS COMPANIES, INC.
 
 
(Registrant)
 
 
 
Date: October 22, 2019
By
/S/   CHRISTINE K. KALLA
 
 
Christine K. Kalla
Executive Vice President and General Counsel
(Authorized Signatory)
 
 
 
Date: October 22, 2019
By
/S/    DOUGLAS K. RUSSELL
 
 
Douglas K. Russell
Senior Vice President and Corporate Controller (Principal Accounting Officer)


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Exhibit 3.2
BYLAWS
OF
THE TRAVELERS COMPANIES, INC.
AS AMENDED AND RESTATED OCTOBER 22, 2019

ARTICLE I

OFFICES
Section 1.    Registered Office. The registered office of the corporation required by Chapter 302A of the Minnesota Statutes (“Chapter 302A”) to be maintained in the State of Minnesota is 385 Washington Street, St. Paul, Minnesota 55102.
Section 2.    Principal Executive Office. The principal executive office of the corporation, where the Chief Executive Officer of the corporation has an office, is 485 Lexington Avenue, New York, New York 10017.
ARTICLE II

MEETINGS OF SHAREHOLDERS
Section 1.    Place of Meetings. Each meeting of the shareholders shall be held at the principal executive office of the corporation or at such other place as may be designated by the board of directors or the Chief Executive Officer. But any meeting called by or at the demand of a shareholder or shareholders shall be held in the county where the principal executive office of the corporation is located. The board of directors may determine that a meeting of the shareholders shall not be held at a physical place, but instead solely by means of remote communication. Participation by remote communication constitutes presence at the meeting.
Section 2.    Regular Annual Meeting. A regular annual meeting of shareholders shall be held on such day in each calendar year as shall be determined by the board for the purpose of electing directors and for the transaction of any other business appropriate for action by the shareholders.
Section 3.    Special Meetings. Special meetings of the shareholders may be called at any time by the Chief Executive Officer or the Chief Financial Officer, by a shareholder or shareholders holding ten percent or more of the voting power of all shares entitled to vote, or as otherwise provided by Chapter 302A; except that a special meeting called by shareholders for the purpose of considering any action to directly or indirectly facilitate or effect a business combination, including any action to change or otherwise affect the composition of the board of directors for that purpose, must be called by twenty-five

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percent or more of the voting power of all shares entitled to vote. A shareholder or shareholders holding the requisite voting power may demand a special meeting of shareholders only by giving the written notice of demand required by law. Special meetings shall be held on the date and at the time and place fixed as provided by law.
Section 4.    Notice. Notice of all meetings of shareholders shall be given to every holder of shares entitled to vote in the manner and pursuant to the requirements of Chapter 302A. Any meeting of shareholders may be adjourned from time to time to another date, time and place. If any meeting of shareholders is so adjourned, no notice of such adjourned meeting need be given if the date, time and place at which the meeting will be reconvened are announced at the time of adjournment and the adjourned meeting is held not more than 120 days after the date fixed for the original meeting.
Section 5.    Record Date. The board or an officer so authorized by the board shall fix a record date not more than 60 days before the date of a meeting of shareholders as the date for the determination of the holders of voting shares entitled to notice of and to vote at the meeting.
Section 6.    Quorum. The holders of a majority of the voting power of the shares entitled to vote at a meeting present in person or by proxy at the meeting are a quorum for the transaction of business. If a quorum is present when a meeting is convened, the shareholders present may continue to transact business until adjournment sine die, even though the withdrawal of a number of shareholders originally present leaves less than the proportion otherwise required for a quorum.
Section 7.    Voting Rights. Unless otherwise provided in the terms of the shares, a shareholder has one vote for each share held on a record date. A shareholder may cast a vote in person or by proxy. Such vote shall be by written ballot unless the chairman of the meeting determines to request a voice vote on a particular matter.
Section 8.    Proxies. The chairman of the meeting shall, after shareholders have had a reasonable opportunity to vote and file proxies, close the polls after which no further ballots, proxies, or revocations shall be received or considered.
Section 9.    Act of the Shareholders. Except as otherwise provided by Chapter 302A or by the amended and restated articles of incorporation of the corporation, the shareholders shall take action by the affirmative vote of the holders of a majority of the voting power of the shares present and entitled to vote on that item of business.
Section 10.    Business of the Meeting.
(a) At any annual meeting of shareholders, only such business (other than the nomination and election of directors, which is subject to Section 11 or Section 12 of this Article II) shall be conducted as shall have been brought before the meeting (i) by or at the direction of the board or (ii) by any shareholder of the corporation who (A) was a shareholder of record of the corporation at the time of the giving of notice provided for in

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this bylaw and at the time of the annual meeting, (B) is entitled to vote with respect thereto and (C) complies with the notice procedures set forth in this Section 10. For business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Corporate Secretary. To be timely, a shareholder’s notice must be received at the principal executive office of the corporation not less than 90 days nor more than 120 days prior to the first anniversary of the date of the preceding year’s annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is more than 30 days before or 70 days after such anniversary date or if no such meeting was held in the preceding year, notice by a shareholder shall be timely only if received (a) not earlier than 120 days prior to such annual meeting and (b) not less than 90 days before such annual meeting or, if later, within 10 days after the first public announcement of the date of such annual meeting. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above. A shareholder’s notice to the Corporate Secretary shall set forth as to each matter such shareholder proposes to bring before the annual meeting:
(I) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting;
(II) the name and address, as they appear on the corporation’s share register, of the shareholder proposing such business and the name and address of any beneficial owner on whose behalf the proposal is made;
(III) (1) the class or series and number of shares of the corporation’s capital stock that are, directly or indirectly, beneficially owned by such shareholder or any such beneficial owner, (2) any option, warrant, convertible security, stock appreciation right, swap, or similar right or agreement with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the corporation or with a value derived in whole or in part from the value of any class or series of shares of the corporation, or which is intended to increase or decrease (or has the effect of increasing or decreasing) the voting power of any proponent person with respect to the shares of any class or series of shares of the corporation, whether or not such instrument or right or agreement shall be subject to settlement in the underlying class or series of capital stock of the corporation or otherwise (a “Derivative Instrument”), owned beneficially, directly or indirectly, by such shareholder or any such beneficial owner and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of the shares of the corporation, (3) a description of any proxy, contract, arrangement, understanding or relationship pursuant to which such shareholder or any such beneficial owner has a right, or has given any other person a right, to vote any shares of the corporation or influence the voting over any such shares, (4) any short interest of such

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shareholder or any such beneficial owner in any security of the corporation (for purposes of these bylaws, a person shall be deemed to have a “short interest” in a security if such person has, directly or indirectly, the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (5) any rights to dividends on the shares of the corporation owned beneficially, directly or indirectly, by such shareholder or any such beneficial owner that are separated or separable from the underlying shares of the corporation, (6) any proportionate interest in shares of the corporation or Derivative Instruments held, directly or indirectly, by or through any entity, including without limitation, a general or limited partnership in which such shareholder or any such beneficial owner is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (7) any performance-related fees (other than an asset-based fee) that such shareholder or any such beneficial owner is entitled to based on any increase or decrease in the value of shares of the corporation or Derivative Instruments, as of the date of such notice, including without limitation any such interests held by members of such shareholder’s or any such beneficial owner’s immediate family sharing the same household;
(IV)    a representation that the shareholder is a holder of record of stock of the corporation at the time of the giving of notice provided for in this bylaw, is entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business;
(V) a representation whether the shareholder or any such beneficial owner intends or is part of a group which intends (1) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the corporation’s outstanding capital stock required to approve or adopt the proposal and/or (2) otherwise to solicit proxies from shareholders in support of such proposal;
(VI) a representation whether the shareholder is being financed or indemnified by any third party for making this proposal; and
(VII) any material interest, agreement, undertaking or arrangement of such shareholder or any such beneficial owner relating to such business.
(b) A shareholder providing notice of business proposed to be brought before a meeting, including with respect to nominations of directors pursuant to Section 11 or Section 12 of this Article II, shall further update and supplement such notice and other information provided to the corporation so that the information provided or required to be provided in such notice under this Section 10, Section 11 and Section 12 of this Article II, as the case may be, shall be true and correct as of the record date for the meeting and as of the date that is 10 business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered in writing to the Corporate Secretary at the principal executive offices of the corporation not later than 10 days after the record date of the meeting (in the case of the update and supplement

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required to be made as of the record date), and not later than eight business days prior to the date for the meeting or any adjournment or postponement thereof (in the case of the update and supplement required to be made as of 10 business days prior to the meeting or any adjournment or postponement thereof). Notwithstanding anything in these bylaws to the contrary, no business shall be brought before or conducted at the annual meeting except in accordance with the provisions of this Section 10 and, with respect to nomination of directors, Section 11 or Section 12 of this Article II. The officer of the corporation or other person presiding over the annual meeting shall, if the facts so warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 10 and, with respect to nomination of directors, Section 11 or Section 12 of this Article II, as the case may be, and, if he or she shall so determine, he or she shall so declare to the meeting and any such business so determined to be not properly brought before the meeting shall not be transacted.
(c) At any special meeting of shareholders, the business transacted shall be limited to the purposes stated in the notice of the meeting. With respect to a special meeting held pursuant to the demand of a shareholder or shareholders, (i) the purposes shall be limited to those specified in the demand in the event that the shareholder or shareholders are entitled by law to call the meeting because the board does not do so, and (ii) no later than 10 days after the shareholder or shareholders demanding such special meeting has or have delivered their written notice of demand required by law with respect to such special meeting, such shareholder or shareholders shall deliver in writing to the Corporate Secretary the information required by clauses (I) through (VII) of paragraph (a) of this Section 10 (which information shall be updated by the shareholder or shareholders as required by paragraph (b) of this Section 10).

Section 11.    Nomination of Directors.
(a)Only persons who are nominated in accordance with the procedures set forth in these bylaws shall be eligible for election as directors. Nominations of persons for election to the board of the corporation may be made at a meeting of shareholders at which directors are to be elected only (i) by or at the direction of the board of directors, (ii) by any shareholder of the corporation who (A) was a shareholder of record of the corporation at the time of the giving of notice provided for in this bylaw and at the time of meeting, (B) is entitled to vote for the election of directors at the meeting, and (C) complies with the notice procedures set forth in this Section 11, or (iii) by any shareholder or group of shareholders of the corporation in compliance with Section 12 of this Article II. Any nomination pursuant to clause (ii) above shall be made by timely notice in writing to the Corporate Secretary in accordance with this Section 11. To be timely, a shareholder’s notice must be received at the principal executive office of the corporation not less than 90 days nor more than 120 days prior to the first anniversary of the date of the preceding year’s annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is more than 30 days before or 70 days after such anniversary date or if no such meeting was held in the preceding year,

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notice by a shareholder shall be timely only if received (a) not earlier than 120 days prior to such annual meeting and (b) not less than 90 days before such annual meeting or, if later, within 10 days after the first public announcement of the date of such annual meeting. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above. Such shareholder’s notice shall set forth (I) as to each person whom such shareholder proposes to nominate for election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (II) as to the shareholder giving the notice (1) the name and address, as they appear on the corporation’s share register, of such shareholder and of any beneficial owner on whose behalf the nomination is made and (2) the information required by clauses (I) through (VII) of Section 10(a) (which information shall be updated by the shareholder or shareholders as required by Section 10(b) of this Article II), and shall be accompanied by the written consent of each such person to serve as a director of the corporation, if elected. In addition, each person whom such shareholder proposes to nominate for director shall be required to provide to the Corporate Secretary promptly upon request the questionnaire, representation and agreement required by Section 10 of Article III.

(b) At the request of the board, any person nominated by the board for election as a director shall furnish to the Corporate Secretary that information required to be set forth in a shareholder’s notice of nomination which pertains to the nominee. The officer of the corporation or other person presiding at the meeting shall, if the facts so warrant, determine and declare to the meeting that a nomination was not made in accordance with such provisions and, if he or she shall so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded.
(c) Any references in these bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to these bylaws (including Sections 10, 11 and 12 of this Article II), and compliance with Sections 10, 11 and 12 of this Article II, as the case may be, shall be the exclusive means for a shareholder to make nominations or submit other business. Notwithstanding the foregoing, Section 10 of this Article II does not apply to any shareholder proposal made pursuant to Rule 14a-8 under the Exchange Act, in which case the requirements, procedures, and notice deadlines of Rule 14a-8 shall govern any proposal made pursuant thereto.
Section 12.    Proxy Access.
(a) Whenever the board solicits proxies with respect to the election of directors at an annual meeting of shareholders, in addition to any persons nominated for election to the

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board by or at the direction of the board, the corporation shall, subject to the provisions of this Section 12,
(i) include in its proxy statement for such annual meeting of shareholders:
(A) the name of any person nominated for election (the “Shareholder Nominee”) by a shareholder of the corporation who (x) was a shareholder of record of the corporation as of the date that the Notice of Proxy Access Nomination (as defined below) is received by the corporation in accordance with this Section 12, (y) is entitled to vote for the election of directors at the annual meeting and (z) satisfies the notice, ownership and other requirements of this Section 12 (such shareholder of record, together with the beneficial owner of such shares, a “Nominator”), or by a group of such shareholders of record of the corporation (such shareholders of record, together with the beneficial owners of such shares, a “Nominator Group”) that, collectively as a Nominator Group, satisfies the notice, ownership and other requirements of this Section 12 applicable to a Nominator Group, and each member thereof, including the beneficial owners of such shares (each, a “Group Member”), shall have satisfied the conditions and complied with the requirements set forth in this Section 12 applicable to Group Members; and
(B) the Nomination Statement (as defined below) furnished by such Nominator or Nominator Group; and
(ii) include such Shareholder Nominee’s name on any ballot distributed at such annual meeting and on the corporation’s proxy card (or any other format through which the corporation permits proxies to be submitted) distributed in connection with such annual meeting. Nothing in this Section 12 shall limit the corporation’s ability to solicit against, and include in its proxy materials its own statements relating to, any Shareholder Nominee, Nominator, Nominator Group or Group Member, or to include such Shareholder Nominee as a nominee of the board.
(b)     (i) At each annual meeting, a Nominator or Nominator Group may nominate one or more Shareholder Nominees for election at such meeting pursuant to this Section 12; provided, that the maximum number of Shareholder Nominees (including any Shareholder Nominee that was submitted by a Nominator or Nominator Group for inclusion in the corporation’s proxy materials pursuant to this Section 12 but was subsequently withdrawn, disregarded pursuant to this Section 12 or declared invalid or ineligible) appearing in the corporation’s proxy materials with respect to an annual meeting shall not exceed the greater of two directors or 20% of the number of directors in office as of the Final Proxy Access Deadline (as defined below), or if such number is not a whole number, the closest whole number below 20% (the “Maximum Number”). If one or more vacancies for any reason occurs on the board at any time after the Final Proxy Access Deadline but before the date of the applicable annual meeting and the board determines to reduce the size of the board in connection

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therewith, the Maximum Number shall be calculated based on the number of directors in office as so reduced.
The Maximum Number shall be reduced, but not below zero, by the sum of:
(w) the number of individuals who will be included in the corporation’s proxy materials as nominees recommended by the board pursuant to an agreement, arrangement or other understanding with a stockholder or group of stockholders;
(x) the number of Shareholder Nominees that the board itself decides to nominate for election at such annual meeting;
(y) the number of individuals that the board decides to nominate for re-election who were Shareholder Nominees with respect to one of the previous three annual meetings; and
(z) the number of Shareholder Nominees who were disqualified or whose nomination was withdrawn or otherwise deemed invalid pursuant to the last paragraph of this Section 12(b)(i).
Any Nominator or Nominator Group submitting more than one Shareholder Nominee for inclusion in the corporation’s proxy materials pursuant to this Section 12 shall rank in its Notice of Proxy Access Nomination such Shareholder Nominees based on the order that the Nominator or Nominator Group desires such Shareholder Nominees to be selected for inclusion in the corporation’s proxy materials in the event that the total number of Shareholder Nominees submitted by Nominators or Nominator Groups pursuant to this Section 12 exceeds the Maximum Number. In the event that the number of Shareholder Nominees submitted by Nominators or Nominator Groups pursuant to this Section 12 exceeds the Maximum Number, the highest ranking Shareholder Nominee who meets the requirements of this Section 12 from each Nominator and Nominator Group will be selected for inclusion in the corporation’s proxy materials until the Maximum Number is reached, beginning with the Nominator or Nominator Group with the largest number of shares of common stock of the corporation disclosed as owned (as defined below) in its Notice of Proxy Access Nomination submitted to the corporation and proceeding through each Nominator or Nominator Group in descending order of ownership. If the Maximum Number is not reached after the highest ranking Shareholder Nominee who meets the requirements of this Section 12 from each Nominator and Nominator Group has been selected, this process will continue as many times as necessary, following the same order each time, until the Maximum Number is reached or there are no remaining Shareholder Nominees.
If, after the Final Proxy Access Deadline, whether before or after the mailing of the corporation’s definitive proxy statement, (A) a Shareholder Nominee becomes ineligible for inclusion in the corporation’s proxy materials pursuant to this Section 12, becomes unwilling to serve on the board, dies, becomes disabled or is otherwise

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disqualified from being nominated for election or serving as a director of the corporation or (B) a Nominator or Nominator Group withdraws its nomination or becomes ineligible, in each case as determined by the board or the chairman of the meeting, then the board or the chairman of the meeting shall declare each nomination by such Nominator or Nominator Group to be invalid, and each such nomination shall be disregarded. Further, the corporation (x) may omit from its proxy materials information concerning such Shareholder Nominee or any successor or replacement nominee proposed by the Nominator or Nominator Group or by any other Nominator or Nominator Group and (y) may otherwise communicate to its shareholders, including without limitation by amending or supplementing its proxy materials, that the Shareholder Nominee will not be eligible for election at the annual meeting and will not, or will no longer, be included as a Shareholder Nominee in the proxy materials.
(ii) To nominate a Shareholder Nominee, the Nominator or Nominator Group shall submit to the Corporate Secretary the information required by this subsection (ii) on a timely basis. To be timely, the information must be received at the principal executive office of the corporation not less than 120 days nor more than 150 days prior to the first anniversary of the date on which the corporation’s definitive proxy statement was released to shareholders in connection with the preceding year’s annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is more than 30 days before or 70 days after the first anniversary of the date of the preceding year’s annual meeting of shareholders or if no annual meeting was held in the preceding year, the information must be so received not earlier than 120 days prior to such annual meeting and not later than the close of business on (x) the 90th day before such annual meeting or (y) if later, within 10 days after the first public announcement of the date of such annual meeting (the last day on which a Notice of Proxy Access Nomination may be delivered, the “Final Proxy Access Deadline”); provided further, that in no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period (or extend any time period) for the receipt of the information required by this subsection (ii). The information required by this subsection (ii) shall consist of:
(A)     a written notice (such written notice, the “Notice of Proxy Access Nomination”) of the nomination of the Shareholder Nominee(s) that expressly requests that each Shareholder Nominee be included in the corporation’s proxy materials pursuant to this Section 12 and includes:
(I)    all information relating to each Shareholder Nominee that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act;
(II)     the name and address of each shareholder of record of the Required Shares (as defined below), as they appear on the corporation’s share register,

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and the name and address of each beneficial owner on whose behalf the nomination is made;
(III) a representation that the Nominator (or a qualified representative thereof) or, in the case of a Nominator Group, one specified Group Member (or a qualified representative thereof), intends to appear in person at the meeting to present each Shareholder Nominee for election; and
(IV) the class or series and number of shares of the corporation’s capital stock that are, directly or indirectly, beneficially owned by each shareholder of record of the Required Shares and each beneficial owner on whose behalf the nomination is made, (2) any Derivative Instrument (as defined in Section 10 of this Article II) owned beneficially, directly or indirectly, by such shareholder or beneficial owner and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of the shares of the corporation, (3) a description of any proxy, contract, arrangement, understanding or relationship pursuant to which such shareholder or beneficial owner has a right, or has given any other person a right, to vote any shares of the corporation or influence the voting over any such shares, (4) any short interest of such shareholder or beneficial owner in any security of the corporation (as described in Section 10 of this Article II), (5) any rights to dividends on the shares of the corporation owned beneficially, directly or indirectly, by such shareholder or beneficial owner that are separated or separable from the underlying shares of the corporation, (6) any proportionate interest in shares of the corporation or Derivative Instruments held, directly or indirectly, by or through any entity, including without limitation, a general or limited partnership in which such shareholder or beneficial owner is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (7) any performance-related fees (other than an asset-based fee) that such shareholder or beneficial owner is entitled to based on any increase or decrease in the value of shares of the corporation or Derivative Instruments, including without limitation any such interests held by members of such shareholder’s or beneficial owner’s immediate family sharing the same household;
(B)    if the Nominator or Nominator Group so elects, a written statement for inclusion in the corporation’s proxy statement in support of the election of the Shareholder Nominee(s) to the board, which statement shall not exceed 500 words with respect to each Shareholder Nominee (the “Nomination Statement”);
(C)    in the case of a nomination by a Nominator Group, the designation by all Group Members of one specified Group Member (or a qualified representative thereof) that is authorized to act on behalf of all Group Members with respect to the nomination and matters related thereto, including withdrawal of the nomination;

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(D)    a representation by the Shareholder Nominee and the Nominator or Nominator Group (including each Group Member) that each such person has provided and will provide facts, statements and other information in all communications with the corporation and its shareholders and beneficial owners, including without limitation the Notice of Proxy Access Nomination and the Nomination Statement, that are and will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made in light of the circumstances under which they were made, not misleading;
(E)    one or more written statements from each shareholder of record of the Required Shares (as defined below), and from each intermediary through which such shares are or have been held during the three-year holding period referenced in subsection (b)(iii) of this Section 12, verifying that, as of a date within seven days prior to the date the Notice of Proxy Access Nomination is received by the Corporate Secretary, the Nominator or the Nominator Group, as the case may be, owns, and has owned continuously for the preceding three years, the Required Shares, and the Nominator’s, or, in the case of a Nominator Group, each Group Member’s, agreement to provide (1) within seven days after the record date for the applicable annual meeting, written statements from the record holder and intermediaries verifying the Nominator or the Nominator Group’s, as the case may be, continuous ownership of the Required Shares through the record date, provided, that if and to the extent that a shareholder of record is acting on behalf of one or more beneficial owners, such written statements shall also be submitted by any such beneficial owner or owners, and (2) immediate notice if the Nominator or Nominator Group, as the case may be, ceases to own any of the Required Shares prior to the date of the applicable annual meeting;
(F)    a copy of any Schedule 14N that has been filed with the Securities and Exchange Commission (the “SEC”) as required by Rule 14a-18 under the Exchange Act;
(G)    a representation by the Nominator (including any beneficial owner on whose behalf the nomination is made), or, in the case of a Nominator Group, each Group Member (including any beneficial owner on whose behalf the nomination is made) that:
(1) the Required Shares were acquired in the ordinary course of business and not with intent to change or influence control of the corporation, and each such person does not presently have such intent,
(2) each such person will maintain ownership (as defined in this Section 12) of the Required Shares through the date of the applicable annual meeting along with a further statement as to whether or not such person has the intention to hold the Required Shares for at least one year thereafter (which statement the Nominator or Nominator Group shall include in its Nomination

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Statement, it being understood that the inclusion of such statement shall not count towards the Nomination Statement’s 500-word limit),
(3) each such person has not distributed, and will not distribute, to any shareholder or beneficial owner any form of proxy for the applicable annual meeting other than the form distributed by the corporation,
(4) each such person has not engaged in, and with respect to the applicable annual meeting, will not directly or indirectly engage in, and has not been and will not be a participant (as defined in Schedule 14A under the Exchange Act) in, a “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act other than in support of its Shareholder Nominee(s) or a nominee of the board for election as a director, and
(5) each such person consents to the public disclosure of the information provided pursuant to this Section 12;
(H)    an executed agreement, in a form deemed satisfactory by the board, pursuant to which the Nominator (including any beneficial owner on whose behalf the nomination is made) or, in the case of a Nominator Group, each Group Member (including any beneficial owner on whose behalf the nomination is made) agrees to:
(1) comply with all applicable laws, rules and regulations arising out of or relating to the nomination of each Shareholder Nominee pursuant to this Section 12,
(2) assume all liability stemming from any legal or regulatory violation arising out of the communications and information provided by such person(s) to the corporation and its shareholders and beneficial owners, including without limitation the Notice of Proxy Access Nomination and the Nomination Statement,
(3) indemnify and hold harmless the corporation and each of its directors, officers, employees, agents and affiliates individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, arising out of or relating to any nomination submitted by such person(s) pursuant to this Section 12,
(4) file with the SEC any solicitation or other communication with the corporation’s shareholders and beneficial owners relating to the meeting at which the Shareholder Nominee will be nominated, regardless of whether any such filing is required by Regulation 14A under the Exchange Act or whether any exemption from filing is available for such solicitation or other communication pursuant to Regulation 14A under the Exchange Act, and

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(5) furnish to the corporation all notifications and updated information required by this Section 12, including, without limitation, the information required by subsection (b)(iv) of this Section 12; and
(I)    a letter of resignation signed by each Shareholder Nominee, which letter shall specify that such Shareholder Nominee’s resignation from the board is irrevocable and that it shall become effective upon a determination by the board or any committee thereof that (x) any of the information provided to the corporation by the Nominator, the Nominator Group, any Group Member (including, in each case, any beneficial owner on whose behalf the nomination was made) or the Shareholder Nominee in respect of the nomination of such Shareholder Nominee pursuant to this Section 12 is or was untrue in any material respect (or omitted to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading) or (y) the Nominator, the Nominator Group, any Group Member (including, in each case, any beneficial owner on whose behalf the nomination was made) or the Shareholder Nominee shall have breached any of their respective representations, obligations or agreements under this Section 12.
(iii)
(A) To nominate a Shareholder Nominee, the Nominator or Nominator Group shall have owned common stock of the corporation representing 3% or more of the voting power entitled to vote generally in the election of directors (the “Required Shares”) continuously for at least three years as of both the date the Notice of Proxy Access Nomination is submitted to the corporation and the record date for determining shareholders eligible to vote at the applicable annual meeting and must continue to own the Required Shares at all times between and including the date the Notice of Proxy Access Nomination is submitted to the corporation and the date of the applicable annual meeting; provided, that if and to the extent a shareholder of record is acting on behalf of one or more beneficial owners (1) only the common stock of the corporation owned by such beneficial owner or owners, and not any other common stock of the corporation owned by any such shareholder of record, shall be counted for purposes of satisfying the foregoing ownership requirement and (2) in the case of a Nominator Group, the aggregate number of shareholders of record and all such beneficial owners, in each case whose share ownership is counted for the purposes of satisfying the foregoing ownership requirement (but counting the record holder and beneficial holder of the same shares as one shareholder for these purposes), shall not exceed 20. Two or more funds that are (x) under common management and investment control, (y) under common management and funded primarily by a single employer or (z) a “group of investment companies,” as such term is defined in Section 12(d)(1)(G)(ii) of the Investment Company Act of 1940, as amended, shall be treated as one shareholder of record or beneficial owner, as the case may be, for the purpose of satisfying the foregoing ownership requirements; provided, that each fund otherwise meets the requirements set forth in this Section 12; and provided further, that any such funds for which common stock of the corporation is a

13


ggregated for the purpose of satisfying the foregoing ownership requirements provide documentation reasonably satisfactory to the corporation that demonstrates that the funds meet the criteria set forth in (x), (y) or (z) hereof in the Notice of Proxy Access Nomination. No shares may be attributed to more than one Nominator or Nominator Group, and no beneficial owner or shareholder of record may be a member of more than one Nominator or Nominator Group (other than a record holder directed to act by more than one beneficial owner).
(B) For purposes of calculating the Required Shares, “ownership” shall be deemed to consist of and include only the outstanding shares of common stock as to which a person possesses both (1) the full voting and investment rights pertaining to such shares and (2) the full economic interest in (including the opportunity for profit and risk of loss on) such shares; provided, that the ownership of shares calculated in accordance with clauses (1) and (2) shall not include any shares (x) that a person or any of its affiliates (as such term is defined in the Exchange Act) has sold in any transaction that has not been settled or closed, (y) that a person or any of its affiliates has borrowed or purchased pursuant to an agreement to resell or (z) that are subject to any Derivative Instrument (as defined in Section 10 of this Article II) or similar agreement entered into by a person or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of shares of the corporation’s common stock, in any case in which such instrument or agreement has, or is intended to have, the purpose or effect of (1) reducing in any manner, to any extent or at any time in the future, the person’s or affiliates’ full right to vote or direct the voting of any such shares, and/or (2) hedging, offsetting or altering to any degree gain or loss arising from the full economic ownership of such person’s or affiliates’ shares of common stock. “Ownership” shall include shares held in the name of a nominee or other intermediary so long as the person claiming ownership of such shares retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. A person’s ownership of shares of common stock shall be deemed to continue during any period in which the person has delegated any voting power by means of a proxy, power of attorney or other instrument or arrangement that is revocable at any time by the person. A person’s ownership of shares of common stock shall also be deemed to continue during any period in which such person has loaned such shares; provided, that the person has the power to recall such loaned shares on five U.S. business days’ notice. The determination of the extent of “ownership” of shares for purposes of this Section 12 shall be made by the board, which determination shall be conclusive and binding on the corporation, its shareholders and beneficial owners and all other parties. For the purposes of this Section 12, the terms “owned,” “owning” and other variations of the word “own” shall have correlative meanings.

14


(iv)     The information required by subsection (b)(ii) of this Section 12 with respect to any nomination submitted by a Nominator Group pursuant to this Section 12 shall be provided by each Group Member (including any beneficial owner on whose behalf the nomination is made) in the manner and within the time period prescribed therein.
In the event that the Nominator, Nominator Group or any Group Member shall have breached any of their respective representations, obligations or agreements with the corporation, or any information included in the Nomination Statement or the Notice of Proxy Access Nomination or any other communications by the Nominator, Nominator Group or any Group Member (including any beneficial owner on whose behalf the nomination is made) with the corporation or its shareholders and beneficial owners ceases to be true and correct in all material respects (or omits a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading), each Nominator, Nominator Group or Group Member (including any beneficial owner on whose behalf the nomination is made), as the case may be, shall promptly (and in any event within 24 hours of discovering such breach or that such information has ceased to be true and correct in all material respects (or omits a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading)) notify the Corporate Secretary of any such breach, inaccuracy or omission in such previously provided information and shall provide the information that is required to correct any such defect, if applicable.
All information required to be included in the Notice of Proxy Access Nomination or is otherwise required to be provided pursuant to this Section 12 shall be updated and supplemented, if necessary, in accordance with Section 10(b) of this Article II.
(v)
(A) Within the time period specified in this Section 12 for providing the Notice of Proxy Access Nomination, each Shareholder Nominee must deliver to the Corporate Secretary a written representation and agreement that such person:
(I) consents to be named in the proxy statement as a nominee, to serve as a director if elected, and to the public disclosure of the information provided pursuant to this Section 12; and
(II) will provide facts, statements and other information in all communications with the corporation and its shareholders and beneficial owners that are and will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.
(B)    At the request of the corporation, each Shareholder Nominee for election as a director of the corporation must promptly submit (but in no event later than seven days after receipt of the request) to the Corporate Secretary (I) the questionnaire, representation and agreement required by Section 10 of Article III

15


and (II) such additional information as requested by the corporation to permit the board to determine if such nominee is independent, including for purposes of serving on one or more committees of the board, under the listing standards of each principal U.S. exchange upon which the common stock of the corporation is listed, any applicable rules of the SEC and any publicly disclosed standards used by the board in determining and disclosing the independence of the corporation’s directors and to determine whether the nominee otherwise meets all other standards applicable to directors.    
(C)    In the event that any Shareholder Nominee shall have breached any of his or her respective representations, obligations or agreements with the corporation or any information or communications provided by a Shareholder Nominee to the corporation or its shareholders and beneficial owners ceases to be true and correct in any respect (or omits a fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading), such Shareholder Nominee shall promptly (and in any event within 24 hours of discovering such breach or that such information has ceased to be true and correct in all material respects (or omits a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading)) notify the Corporate Secretary of any such breach, inaccuracy or omission in such previously provided information and shall provide the information that is required to make such information or communication true and correct, if applicable.
(c)    Any Nominator, Nominator Group or Group Member (including any beneficial owner on whose behalf the nomination is made) whose Shareholder Nominee is elected as a director at the annual meeting will not be eligible to nominate or participate in the nomination of a Shareholder Nominee for the following two annual meetings other than the nomination of such previously elected Shareholder Nominee.
(d)    The corporation shall not be required to include, pursuant to this Section 12, a Shareholder Nominee in its proxy materials for any meeting of shareholders, or, if the proxy statement already has been filed, to allow the nomination of a Shareholder Nominee, notwithstanding that proxies in respect of such vote may have been received by the corporation:
(i) for any meeting for which the Corporate Secretary receives notice that the Nominator, the Nominator Group or any Group Member, as the case may be, or any other shareholder of record, intends to nominate one or more persons for election to the board pursuant to Section 11 of this Article II;
(ii) if any director then in office was previously nominated by a shareholder of record pursuant to Section 11 of this Article II or pursuant to an agreement or other arrangement with one or more shareholders or beneficial owners, as the case may be, in lieu of any person being formally proposed as a nominee for election to the board pursuant to Section 11 of this Article II, in each case, at one of the previous three annual meetings;

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(iii) who is not independent under the listing standards of each principal U.S. exchange upon which the common stock of the corporation is listed, any applicable rules of the SEC and any publicly disclosed standards used by the board in determining and disclosing the independence of the corporation’s directors, including those applicable to a director’s service on any of the committees of the board, in each case as determined by the board;
(iv) whose election as a member of the board would cause the corporation to be in violation of these bylaws, the amended and restated articles of incorporation of the corporation, the rules and listing standards of the principal U.S. exchange upon which the common stock of the corporation is listed, or any applicable law, rule or regulation or of any standards of the corporation applicable to directors, in each case as determined by the board;
(v) who is or has been, within the past three years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, as amended, of the corporation or its subsidiaries, or is a representative of an entity that has or has had a representative functioning as such an officer or director during such period;
(vi) whose business or personal interests place such Shareholder Nominee in a conflict of interest with the corporation or any of its subsidiaries, as determined by the board;
(vii) who is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within the past 10 years;
(viii) who is subject to any order of the type specified in Rule 506(d) of Regulation D under the Securities Act of 1933, as amended;
(ix) if any information provided to the corporation in connection with such nomination was untrue in any material respect or omitted to state a material fact necessary in order to make any statement made, in light of the circumstances under which it was made, not misleading, as determined by the board or any committee thereof;
(x) if the Nominator (or a qualified representative thereof) or, in the case of a Nominator Group, one specified Group Member (or a qualified representative thereof), or the Shareholder Nominee does not appear at the applicable annual meeting to present the Shareholder Nominee for election;
(xi) if the Nominator or, in the case of a Nominator Group, any Group Member, or the Shareholder Nominee otherwise breaches or fails to comply with its representations or obligations pursuant to these bylaws, including, without limitation, this Section 12 and Section 10 of Article III.

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For the purpose of this paragraph, clauses (iii) through (xi) will result in the exclusion from the proxy materials pursuant to this Section 12 of the specific Shareholder Nominee(s) to whom the ineligibility applies, or, if the proxy statement already has been filed, the ineligibility of the Shareholder Nominee(s) and the inability of the Nominator or Nominator Group that nominated any such Shareholder Nominee to substitute another Shareholder Nominee therefor; however, clauses (i) and (ii) will result in the exclusion from the proxy materials pursuant to this Section 12 of all Shareholder Nominees for the applicable annual meeting, or, if the proxy statement already has been filed, the ineligibility of all Shareholder Nominees.
(e)    Notwithstanding anything to the contrary contained in this Section 12:
(i) the corporation may omit from its proxy materials any information, including all or any portion of the Nomination Statement, if the board determines that the disclosure of such information would violate any applicable law or regulation or that such information is not true and correct in all material respects or omits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;
(ii) if the board or the chairman of the meeting determines that any Nominator, Nominator Group or Group Member (and any beneficial owner on whose behalf the nomination is made) has failed to comply with the requirements of this Section 12, the board or the chairman of the meeting shall declare the nomination by such Nominator or Nominator Group to be invalid, and such nomination shall be disregarded; and
(iii) the board (and any other person or body authorized by the board) shall have the power and authority to interpret this Section 12 and to make any and all determinations necessary or advisable to apply this Section 12 to any persons, facts or circumstances. Any such interpretation or determination adopted in good faith by the board (or any other person or body authorized by the board) shall be conclusive and binding on all persons, including the corporation and its shareholders of record and beneficial owners).
Section 13. Notice to Corporation. Any written notice, information or consent required to be delivered by a shareholder to the corporation pursuant to Section 10, Section 11 or Section 12 of this Article II must be delivered to, or mailed and received by, the Corporate Secretary at the corporation’s principal executive office, not later than 5:00 p.m., Eastern Time, with respect to any applicable deadline (unless otherwise stated in these bylaws).
ARTICLE III

BOARD OF DIRECTORS

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Section 1.    Board to Manage. The business and affairs of the corporation shall be managed by or under the direction of the board.
Section 2.    Number and Term of Office. Subject to Article VI of the amended and restated articles of incorporation, the number of directors shall be determined by the board of directors from time to time. Each director shall be elected to serve for a term that expires at the next regular annual meeting of the shareholders and when a successor is elected and has qualified, or at the time of the earlier death, resignation, removal or disqualification of the director.
Section 3.    Meetings of the Board. The board may hold meetings either within or without the State of Minnesota at such places as the board may select. If the board fails to select a place for a meeting, the meeting shall be held at the principal executive office of the corporation; provided, that one meeting each calendar year shall be held within the State of Connecticut. No notice of a regular meeting is required if the date, time and place of the meeting has been announced at a previous meeting of the board. A special meeting of the board may be called by any director or by the Chief Executive Officer by giving, or causing the Corporate Secretary to give, at least 24 hours’ notice to all directors of the date, time and place of the meeting.
Section 4.    Advance Action by Absent Directors. A director may give advance written consent or opposition to a proposal to be acted on at a board meeting.
Section 5.    Electronic Communications. A board meeting may be held and participation in a meeting may be effected by means of any form of communications permitted by Chapter 302A.
Section 6.    Quorum. At all meetings of the board, a majority of the directors then holding office is a quorum for the transaction of business. In the absence of a quorum, a majority of the directors present may adjourn a meeting from time to time until a quorum is present. If a quorum is present when a meeting is convened, the directors present may continue to transact business until adjournment sine die, even though the withdrawal of a number of directors originally present leaves less than the proportion otherwise required for a quorum.
Section 7.    Act of the Board. The board shall take action by the affirmative vote of at least a majority of the directors present at a meeting. An action required or permitted to be taken at a board meeting may be taken without a meeting by written action signed, or consented to by authenticated electronic communication, by all of the directors. If the restated articles of incorporation so provide, any action, other than an action requiring shareholder approval, may be taken by written action signed, or consented to by authenticated electronic communication, by the number of directors that would be required to take the same action at a meeting of the board at which all directors were present. The written action is effective when signed, or consented to by authenticated electronic communication, by the required number of directors, unless a different effective time is provided for in the written action. If written action is permitted to be

19


taken, and is taken, by less than all directors, then all directors shall be notified immediately of its text and effective date.
Section 8.    Board-Appointed Committees. A resolution approved by the affirmative vote of a majority of the directors then holding office may establish committees having the authority of the board in the management of the business of the corporation; and any committee, to the extent provided in the applicable resolution of the board of directors or in the bylaws, shall, to the extent permitted by law, have and may exercise all of the powers and authority of the board of directors. Unless otherwise provided in the restated articles of incorporation or the resolution of the board establishing the committee, a committee may create one or more subcommittees, each consisting of one or more members of the committee, and may delegate to a subcommittee any or all of the authority of the committee.
Section 9.    Chairman of the Board. The board shall at its regular meeting each year immediately following the regular annual shareholders meeting elect from its number a chairman of the board who shall serve until the next regular meeting of the board immediately following the regular annual shareholders meeting. The chairman may be (but shall not be required to be) the Chief Executive Officer or another executive officer of the corporation and shall:
(a) consult with the Chief Executive Officer and the board on the strategic direction of the corporation;
(b) report solely to the board;
(c) preside at all meetings of the board; and
(d) perform such other duties prescribed by the board or these bylaws.
Section 10.    Director Information. Each person proposed as a nominee for election or reelection as a director shall deliver (in accordance with any applicable time periods prescribed for delivery under Sections 11 or 12 of Article II) to the Corporate Secretary at the corporation’s principal executive office a completed and signed questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Corporate Secretary upon written request) and a written representation and agreement (in the form provided by the Corporate Secretary upon written request), that such person proposed as a nominee:
(a) is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person as to how such nominee, if elected as a director of the corporation, will act or vote as a director on any issue or question to be decided by the board or any issue or question that otherwise relates to the corporation or such person’s service on the board;

20


(b) is not and will not become a party to any compensatory, payment or other financial agreement, arrangement or understanding with any person (other than with the corporation) that has not been disclosed to the corporation, including any agreement to indemnify such person for obligations arising as a result of his or her service as a director of the corporation, and has not and will not receive any compensation or payment from any person (other than the corporation) that has not been disclosed to the corporation, in each case in connection with such nominee’s nomination, service or action as a director of the corporation; and
(c) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the corporation, and will comply with all applicable law and stock exchange listing standards and with the corporation’s policies, guidelines and principles applicable to directors, including, without limitation, the corporation’s governance guidelines, code of business conduct and ethics, conflict of interest, confidentiality, stock ownership and trading policies and guidelines, and any other codes, policies and guidelines of the corporation or any rules, regulations and listing standards, in each case as applicable to directors.
ARTICLE IV

OFFICERS
Section 1.    Required Officers. The corporation shall have officers who shall serve as Chief Executive Officer and Chief Financial Officer and such other officers as the board shall determine from time to time.
Section 2.    Chief Executive Officer. The board shall at its regular meeting each year immediately following the regular annual shareholders meeting elect from its number a Chief Executive Officer who shall serve until the next regular meeting of the board immediately following the regular annual shareholders meeting. The Chief Executive Officer shall:
(a)    in consultation with the chairman and the board, have responsibility for planning the strategic direction of the corporation;
(b)    subject to the direction of the board, have responsibility for the supervision, coordination and management of the business and affairs of the corporation;
(c)    preside at all shareholder meetings;
(d)    have responsibility to direct and guide operations to achieve corporate profit, growth and social responsibility objectives;
(e)    report solely to the board;

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(f)    see that all orders and resolutions of the board are carried into effect; and
(g)    perform such other duties prescribed by the board or these bylaws.
Section 3.    Chief Financial Officer. The board shall elect one or more officers, however denominated, to serve at the pleasure of the board who shall together share the function of Chief Financial Officer. The function of Chief Financial Officer shall be to:
(a) cause accurate financial records to be maintained for the corporation;
(b) cause all funds belonging to the corporation to be deposited in the name of and to the credit of the corporation in banks and other depositories selected pursuant to general and specific board resolutions;
(c) cause corporate funds to be disbursed as appropriate in the ordinary course of business;
(d) cause appropriate internal control systems to be developed, maintained, improved and implemented; and
(e) perform other duties prescribed by the board or the Chief Executive Officer.
Section 4.    Chief Legal Officer. The board shall elect one or more officers, however denominated, to serve at the pleasure of the board who shall together share the function of Chief Legal Officer. The function of Chief Legal Officer shall be to:
(a) serve as the senior legal counsel to the corporation;
(b) have responsibility for oversight and administration of the corporation’s legal and regulatory affairs; and
(c) perform other duties prescribed by the board or the Chief Executive Officer.
Section 5.    Chief Investment Officer. The board shall elect one or more officers, however denominated, to serve at the pleasure of the board who shall together share the function of Chief Investment Officer. The function of Chief Investment Officer shall be to:
(a) have responsibility for the administration of the corporation’s investment portfolio;
(b) have responsibility for the supervision and oversight of compliance with the corporation’s investment policies;
(c) have responsibility for monitoring the performance of investment managers, external and internal, and making recommendations to the Chief Executive Officer with respect thereto; and

22


(d) perform such other duties prescribed by the board or the Chief Executive Officer.
Section 6.    Corporate Secretary. The board shall elect one or more officers, however denominated, to serve at the pleasure of the board who shall together share the function of a Corporate Secretary. The function of Corporate Secretary shall be to:
(a) be present at and maintain records of and certify proceedings of the board and the shareholders and, if requested, of the executive committee and other board committees;
(b) serve as custodian of all official corporate records other than those of a financial nature;
(c) cause the corporation to maintain appropriate records of share transfers and shareholders; and
(d) perform other duties prescribed by the board or the Chief Executive Officer.
In the absence of the Corporate Secretary, a Secretary, Assistant Secretary or other officer shall be designated by the Chief Executive Officer to carry out the duties of Corporate Secretary.
ARTICLE V

SHARE CERTIFICATES/TRANSFER
Section 1.    Certificated and Uncertificated Shares. The shares of this corporation shall be either certificated shares or uncertificated shares. Each holder of duly issued certificated shares is entitled to a certificate of shares, which shall be in such form as prescribed by law and adopted by the board.
Section 2.    Transfer of Shares. Transfer of shares on the books of the corporation shall be made by the transfer agent and registrar in accordance with procedures adopted by the board.
Section 3.    Lost, Stolen or Destroyed Certificates. No certificate for certificated shares of the corporation shall be issued in place of one claimed to be lost, stolen or destroyed except in compliance with Section 336.8-405, Minnesota Statutes, as amended from time to time, and the corporation may require a satisfactory bond of indemnity protecting the corporation against any claim by reason of the lost, stolen or destroyed certificate.
ARTICLE VI

GENERAL PROVISIONS
Section 1.    Voting of Shares. The Chief Executive Officer, any Vice President, the Corporate Secretary or the Deputy Corporate Secretary, unless some other person is

23


appointed by the board, may vote shares of any other corporation held or owned by the corporation and may take any required action with respect to investments in other types of legal entities.
Section 2.    Execution of Documents. Deeds, mortgages, bonds, contracts and other documents and instruments pertaining to the business and affairs of the corporation may be signed and delivered on behalf of the corporation by the Chief Executive Officer, any vice president or Corporate Secretary or by such other person or by such other officers as the board may specify.
Section 3.    Transfer of Assignment of Securities. The Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, Chief Investment Officer, Treasurer, or any Vice President, Corporate Secretary, Secretary or Assistant Secretary of the corporation shall execute the transfer and assignment of any securities owned by or held in the name of the corporation. The transfer and assignment of securities held in the name of a nominee of the corporation may be accomplished pursuant to the contract between the corporation and the nominee.
Section 4.    Fiscal Year. The fiscal year of the corporation shall end on December 31 of each year.
Section 5.    Seal. The corporation shall have a circular seal bearing the name of the corporation and an impression of a person at a plow and a person on horseback.
Section 6.    Indemnification. The corporation shall indemnify and make permitted advances to a person made or threatened to be made a party to a proceeding by reason of his former or present official capacity (as defined in Section 302A.521 of the Minnesota Statutes, as amended from time to time) against judgments, penalties, fines (including without limitation excise taxes assessed against the person with respect to an employee benefit plan), settlements and reasonable expenses (including without limitation attorneys' fees and disbursements) incurred by such person in connection with the proceeding in the manner and to the fullest extent permitted or required by Section 302A.521, as amended from time to time.

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Exhibit 31.1
 
CERTIFICATION
 
I, Alan D. Schnitzer, certify that:
 
1.
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 of The Travelers Companies, Inc. (the Company);
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4.
The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:  
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
5.
The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s Board of Directors (or persons performing the equivalent functions):
a)
 all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
 
Date:  
October 22, 2019
 
By:
/S/ ALAN D. SCHNITZER
 
 
Alan D. Schnitzer
Chairman and Chief Executive Officer
 


1



Exhibit 31.2
 
CERTIFICATION
 
I, Daniel S. Frey, certify that:
 
1.
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 of The Travelers Companies, Inc. (the Company);
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4.
The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:  
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
5.
The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s Board of Directors (or persons performing the equivalent functions):
a)
 all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
 
Date:  
October 22, 2019
 
By:
/S/ DANIEL S. FREY
 
 
Daniel S. Frey
Executive Vice President and Chief Financial Officer


1


Exhibit 32.1
 
THE TRAVELERS COMPANIES, INC.
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
Pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and 18 U.S.C. Section 1350, the undersigned officer of The Travelers Companies, Inc. (the “Company”), hereby certifies that the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  
October 22, 2019
 
By:
/S/ ALAN D. SCHNITZER
 
 
Alan D. Schnitzer
Chairman and Chief Executive Officer


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Exhibit 32.2
 
THE TRAVELERS COMPANIES, INC.
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
Pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and 18 U.S.C. Section 1350, the undersigned officer of The Travelers Companies, Inc. (the “Company”), hereby certifies that the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  
October 22, 2019
 
By:
/S/ DANIEL S. FREY
 
 
Daniel S. Frey
 Executive Vice President and Chief Financial Officer


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