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Cover and table of contents

10K characters. Original on sec.gov · Markdown

Cover and table of contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022

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)


Minnesota41-0518860
(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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, without par valueTRVNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act). Yes x No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No x

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 x No ¨

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 x No ¨

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 Act:

Large accelerated filerxAccelerated filer¨
Non-accelerated filer¨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. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x

As of June 30, 2022, the aggregate market value of the registrant's voting and non-voting common equity held by non-affiliates was $40,004,782,316.

As of February 13, 2023, 232,094,271 shares of the registrant's common stock (without par value) were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Proxy Statement relating to the 2023 Annual Meeting of Shareholders are incorporated by reference into Part III of this report.

The Travelers Companies, Inc.

Annual Report on Form 10-K

For Fiscal Year Ended December 31, 2022

TABLE OF CONTENTS

Item NumberPage
Part I
1.Business3
1A.Risk Factors43
1B.Unresolved Staff Comments56
2.Properties56
3.Legal Proceedings56
4.Mine Safety Disclosures56
Part II
5.Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities56
6.Reserved58
7.Management's Discussion and Analysis of Financial Condition and Results of Operations59
7A.Quantitative and Qualitative Disclosures About Market Risk116
8.Financial Statements and Supplementary Data118
9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure203
9A.Controls and Procedures203
9B.Other Information206
9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections206
Part III
10.Directors, Executive Officers and Corporate Governance206
11.Executive Compensation208
12.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters208
13.Certain Relationships and Related Transactions, and Director Independence209
14.Principal Accountant Fees and Services209
Part IV
15.Exhibits and Financial Statement Schedules209
16.Form 10-K Summary212
Signatures213

PART I

Next: Item 1. BUSINESS