Travelers Companies (TRV) 10-K risk factor changes: FY2023 vs FY2022

Climate studies by government agencies, academic institutions, catastrophe modeling organizations and other groups indicate that an increase in the frequency and/or intensity of hurricanes, heavy precipitation [removed: events,] [added: events and associated river, urban and] flash flooding, sea level rise, droughts, heat waves and wildfires has occurred, and can be expected into the future.

In addition, increases in the value and geographic concentration of insured property, the number of policyholders exposed to certain events and the effects of inflation could increase the severity of claims resulting [removed: from a catastrophe.]

Residual markets have resulted in, and may in the future [added: result in, significant losses or assessments to insurers, including us.]

See [removed: "Item] [added: “Item] 1—Business—U.S. State and Federal [removed: Regulation – Regulatory] [added: Regulation—Regulatory] and Legislative Responses to Catastrophes.”

Our estimated deductible under the program is [removed: $3.15] [added: $3.48] billion for [removed: 2023.][added: 2024.]

The process of estimating loss reserves involves a high degree of judgment and is subject to a number of [removed: variables.][added: variables and significant uncertainty.]

These variables can be affected by both internal and external events, such as: changes in claims handling procedures, including automation; adverse changes in loss cost trends, including inflationary pressures, technology or other changes that may impact medical, auto and home repair costs (e.g., more costly technology in vehicles, labor shortages, [added: supply chain disruptions,] higher costs of used vehicles and parts, and increased demand and decreased supply for raw materials, all of which results in increased severity of claims); economic conditions, including general and wage inflation; legal trends, including adverse changes in the tort environment that have continued to persist at elevated levels for a number of years (e.g., increased and more aggressive attorney involvement in insurance claims, increased litigation, expanded theories of liability, higher jury awards, lawsuit abuse and third-party litigation finance, among others); labor shortages, which can result in companies hiring less experienced workers; [added: higher interest rates, which can result in higher post-judgment interest costs;] and legislative changes, among others.

The impact of many of these items on ultimate costs for loss reserves could be material and is difficult to [removed: estimate, particularly in light of the recent disruptions to the judicial system, supply chain and labor market.][added: estimate.]

For example, the ongoing backlog of cases in the courts [removed: due to shutdowns related to COVID-19] has resulted in claims being unresolved for longer periods of time, which the Company believes has contributed, and will continue to [removed: contribute, to increased loss costs.]

[removed: The increase in inflation] [added: Inflation] in recent periods has significantly increased our loss costs in our [removed: auto] [added: personal] and [removed: property] [added: commercial] businesses.

[added: The impact of inflation on loss costs could be more pronounced for those lines of] business that are considered “long tail,” such as general liability and [removed: workers'] [added: workers’] compensation, as they require a relatively long period of time to finalize and settle claims for a given accident year or require payouts over a long period of time.

Recent changes in the [removed: macroeconomic] [added: inflationary] environment have impacted medical labor and materials costs, the potential persistency of which could result in future loss costs which are higher than our current expectations.

In addition, our estimate of claims and claim adjustment expenses [removed: may] [added: is likely to] change.

The Company believes that some court decisions have interpreted the insurance coverage to be [removed: broader than the original intent of the insurers and policyholders.]

This environment could be affected by changes in applicable legislation and future court and regulatory decisions and interpretations, [added: including the outcome of legal challenges to legislative and/or judicial reforms establishing medical criteria for the pursuit of asbestos claims.]

We are exposed to, and may face adverse developments involving, mass tort claims such as those relating to exposure to potentially harmful products or substances. We face potential exposure to mass tort claims, including claims related to exposure to potentially harmful products or substances, such as [removed: lead paint,] perfluoroalkyl and polyfluoroalkyl substances (PFAS), [removed: talc] [added: talc, opioids] and [removed: opioids.][added: lead.]

Because of the uncertainties set forth above, additional liabilities may arise for amounts [added: significantly] in excess of the current loss reserves.

The effects of emerging claim and coverage issues on our business are uncertain, and court decisions or legislative changes that take place after we issue our policies can result in an unexpected increase in the number of claims and have a material adverse impact on our results of [removed: operations.] [added: operations and/or our financial position.] As industry practices and legal, judicial, social and other environmental conditions change, unexpected and unintended issues related to claim and coverage [removed: may] [added: are likely to] emerge.

- claims relating to unanticipated consequences of current or new technologies or business models or processes, including as a result of related behavioral changes; [removed: and]

- claims relating to changing climate conditions, including claims alleging that our policyholders cause or contribute to changing climate [removed: conditions.][added: conditions; and]

In addition, the passage of new legislation designed to expand the right to sue, to remove limitations on recovery, to deem by statute the existence of a covered occurrence, to extend or eliminate the statutes of limitations or otherwise to repeal or weaken tort reforms could have a material and adverse effect on our results of [removed: operations.][added: operations and/or our financial position.]

The effects of these and other unforeseen emerging claim and coverage issues are extremely hard to predict and could harm our business and materially and adversely affect our results of [removed: operations.][added: operations and/or our financial position.]

Fixed maturity and short-term investments comprised approximately 93% of the carrying value of our investment portfolio as of December 31, [removed: 2022.][added: 2023.]

A decline in interest rates reduces the returns available on short-term investments and new fixed maturity investments (including those purchased to re-invest maturities from the existing portfolio), thereby negatively impacting our net investment income on a going-forward basis, while rising interest rates reduce the market value of existing fixed maturity investments, thereby negatively impacting our book [removed: value, as we experienced in 2022.][added: value.]

We also invest a portion of our assets in equity securities, private equity limited partnerships, hedge funds and real estate [removed: partnerships.][added: partnerships, as well as strategic investments in private and/or public companies.]

We [removed: may, depending on circumstances] [added: have] in the [added: past, and may in the] future, [removed: including as a result of] [added: depending on] changes in [added: circumstances, such as] economic and market [removed: conditions,] [added: conditions and relative asset valuations,] make changes to the mix of investments in our investment portfolio as part of our ongoing efforts to seek appropriate risk-adjusted returns.

[removed: Accordingly, we are subject] to credit risk with respect to our ability to recover amounts due from reinsurers.

This is a particular risk in the case of claims that relate to insurance policies written [added: many years ago, including those relating to asbestos and environmental claims.]

[removed: Both the] [added: The] availability of reinsurance [removed: capacity and] [added: capacity, as well as] its cost [added: and terms,] can be impacted, and in recent periods have been impacted, by general economic conditions and conditions in the reinsurance market, such as the occurrence of significant reinsured events or unexpected adverse trends.

The [removed: availability and] [added: availability,] cost [added: and terms] of reinsurance could affect our business volume and profitability.

Because of the risks set forth above, we may not be able to collect all amounts due to us from reinsurers, and reinsurance coverage may not be available to us in the future at commercially reasonable rates or [added: terms, or] at all, and/or life insurance companies may fail to make required annuity payments, and thus our results of operations could be materially and adversely affected.

[removed: The ongoing impact of COVID-19 and related risks, and any future] [added: Future] pandemics (including new variants of COVID-19), could materially affect our results of operations, financial position and/or liquidity. [removed: While the Company believes that many] [added: COVID-19 presented, and any future pandemics (including new variants] of [added: COVID-19) could present,] the [removed: risks related to COVID-19 have moderated, some significant risks remain, such as] [added: following risks, among others:] inflation; supply chain disruption; labor shortages; backlogs in the court system (which increase the time and costs to resolve claims); [removed: regulators rejecting] [added: legal and regulatory demands for] rate [removed: increases] [added: refunds; behavioral changes can result] in the [removed: face of claim] [added: increased] frequency [removed: rates returning to pre-pandemic levels] and [removed: increased] severity [removed: due to inflation; behavioral changes that began to manifest during the pandemic and have continued,] [added: of claims,] such as driving at faster [removed: speeds, which have resulted in the increased frequency and severity of claims;] [added: speeds; medical conditions such as] “long-COVID” and other claims in our workers compensation line; [removed: and] litigation seeking business interruption [removed: coverage.][added: coverage; reduced earned premiums; higher claim and claim adjustment expenses in certain lines of business; adverse legislative or regulatory actions; operational disruptions; increased general and administrative expenses; financial market disruption; and an economic downturn.]

[added: Well-capitalized new entrants to the property and] casualty insurance and reinsurance industries and existing competitors that receive substantial infusions of capital may conduct business in ways that adversely impact our business volumes and profitability.

[removed: For example, our competitive position could be impacted if we are unable to deploy, in a cost effective and competitive manner, technology such as artificial intelligence and machine learning] that collects and analyzes a wide variety of data points (so-called “big data” analysis) to make underwriting or other decisions, or if our competitors collect and use data which we do not have the ability to access or [removed: use.][added: use or deploy artificial intelligence to create efficiencies in ways that we do not.]

Traditional insurance industry participants, technology companies, “InsurTech” start-up companies, [removed: the number of which has increased significantly in recent years and] some of which are supported by traditional insurance industry participants, and others are focused on using technology and innovation to simplify and improve the customer experience, increase efficiencies, redesign products, alter business or distribution models and effect other potentially disruptive changes in the insurance industry.

See [removed: "Competition"] [added: “Competition”] sections of the discussion on business segments in [removed: "Item 1—Business." Technological change can impact us in other ways as well.][added: “Item 1—Business.”]

The risk of [removed: cyber attacks] [added: cyber-attacks] could be exacerbated by geopolitical tensions, including hostile actions taken by nation-states and terrorist organizations.

There is significant competition from within the property and casualty insurance industry and from businesses outside the industry for qualified employees, especially those in key positions and those possessing highly specialized knowledge in areas such as underwriting, data and analytics, [removed: technology] [added: technology, claims] and [removed: e-commerce.][added: artificial intelligence.]

In addition, the competition for talent and the difficulty in attracting and retaining employees has also increased due to the [removed: increase in the number of individuals exiting the workforce since the onset of the pandemic and to the] retirement of members of the “baby boomer” generation.

- Acquisitions may not be successfully integrated, resulting in substantial disruption, costs or delays and adversely affecting our ability to compete, [added: may not result in the benefits anticipated by us,] and may also result in unforeseen liabilities or impact our credit ratings; and

See “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Catastrophe Modeling” and “—Changing Climate Conditions.” In addition, for newer and rapidly evolving products, such as cyber insurance, the lack of historical loss experience increases the level of uncertainty related to the product, and as a result, the inherent potential for unexpected material economic loss.

from a catastrophe.

contribute, to increased loss costs.

Inflation higher than at the levels that the Company anticipates could continue to negatively impact our loss costs in future periods.

broader than the original intent of the insurers and policyholders.

- claims related to vaccine mandates;

- bankruptcies of policyholders, which can lead to inflated numbers and values of claims.

Accordingly, we are subject

For example, our competitive position could be impacted if we are unable to deploy, in a cost effective and competitive manner, technology such as artificial intelligence and machine learning

Technological change can impact us in other ways as well.

In addition, new technology, such as artificial intelligence, could create unforeseen exposures or coverage issues under the policies we write and aggravate claims fraud and cybercrime.

In addition, we conduct business in Brazil and Colombia through joint ventures, and throughout other parts of the world, including as a corporate member of Lloyd’s and through our quota share agreement with Fidelis.

effectively hedge that risk, or we may choose not to hedge that risk.

For certain businesses, we give third parties binding authority to write business on our behalf, and in the case of Fidelis, we assume a percentage of its business under a reinsurance agreement, which exposes us to additional risks, including with respect to certain products, risks and geographies we do not normally cover.

The adverse impacts of these types of actions have caused some insurance companies to withdraw from certain states, resulting in market dislocations for those insurance companies that remain.

These market dislocations make it harder for the remaining companies to maintain their market presence and manage their exposures and profitability.

according to some studies, resulted in more automobile accidents.

State, federal and international regulators are also increasingly focused on imposing new reporting and other requirements, which in some cases can be conflicting, on a multitude of topics.

See "Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations—Catastrophe Modeling" and "—Changing Climate Conditions."

result in, significant losses or assessments to insurers, including us.

It is possible that inflation could remain at high levels for a prolonged period, or increase from these high levels, which could in turn lead to further increases in our loss costs.

The impact of inflation on loss costs could be more pronounced for those lines of

including the outcome of legal challenges to legislative and/or judicial reforms establishing medical criteria for the pursuit of asbestos claims.

- claims related to vaccine mandates, testing protocols or other matters related to employees returning to the workplace;

While interest rates have risen rapidly during 2022, they continue to remain at low levels relative to historical experience, and rates may remain at low levels relative to historical experience for a prolonged period.

many years ago, including those relating to asbestos and environmental claims.

Furthermore, S&P has proposed changes to its capital model that could adversely impact such agency's assessment of capital adequacy for participants in the insurance industry, including the Company.

Risks related to future pandemics (including new variants of COVID-19) include, in addition to those discussed above, reduced earned premiums; higher claim and claim adjustment expenses in certain lines of business; adverse legislative or regulatory actions; operational disruptions; increased general and administrative expenses; financial market disruption; and an economic downturn.

Well-capitalized new entrants to the property and

changing climate conditions, legislative or regulatory changes, changes in behavior such as distracted or faster driving or a more aggressive tort environment, our profit margins may be negatively affected.

In addition, we conduct business in Brazil and Colombia through joint ventures.

The U.K.'s withdrawal from the European Union, for example, has by some estimates resulted in reduced trade levels in the U.K. In addition, supply chain disruptions and the war in Ukraine have resulted in increased inflation and reduced growth in the U.K. and the European Union.

For certain specialty business, we give managing general agents binding authority, which exposes us to additional risks.

component of workers' compensation insurance, could also significantly harm the insurance industry, including us.

The following is a discussion and analysis of the Company’s financial condition and results of operations for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] including year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

Year-to-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] have been omitted from this Form 10-K, but may be found in [removed: "Management's] [added: “Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations"] [added: Operations”] in Part II, Item 7 of the [removed: Company's] [added: Company’s] Annual Report on Form 10-K for the year ended December 31, [removed: 2021.][added: 2022.]

[removed: 2022] [added: 2023] Consolidated Results of Operations

- Net income of [removed: $2.84] [added: $2.99] billion, or [removed: $11.91] [added: $12.93] per share basic and [removed: $11.77] [added: $12.79] per share diluted

- Net earned premiums of [removed: $33.76] [added: $37.76] billion

- Catastrophe losses of [removed: $1.88] [added: $2.99] billion [removed: ($1.48] [added: ($2.36] billion after-tax)

- Net favorable prior year reserve development of [removed: $649] [added: $143] million [removed: ($512] [added: ($113] million after-tax)

- Combined ratio of [removed: 95.6%][added: 97.0%]

- Net investment income of [removed: $2.56] [added: $2.92] billion [removed: ($2.17] [added: ($2.44] billion after-tax)

- Operating cash flows of [removed: $6.47] [added: $7.71] billion

[removed: 2022] [added: 2023] Consolidated Financial Condition

- Total investments of [removed: $80.45] [added: $88.81] billion; fixed maturities and short-term securities [removed: comprise] [added: comprised] 93% of total investments

- Total assets of [removed: $115.72] [added: $125.98] billion

- Total debt of [removed: $7.29] [added: $8.03] billion, resulting in a debt-to-total capital ratio of [removed: 25.3% (21.6%] [added: 24.4% (22.3%] excluding net unrealized investment losses, net of tax, included in [removed: shareholders'] [added: shareholders’] equity)

- Total capital returned to shareholders of [removed: $2.94] [added: $1.94] billion, comprising [removed: $2.06] [added: $1.03] billion of share repurchases and [removed: $880] [added: $915] million of dividends

- Shareholders’ equity of [removed: $21.56] [added: $24.92] billion

- Net unrealized investment losses of [removed: $6.22] [added: $3.97] billion [removed: ($4.90] [added: ($3.13] billion after-tax)

- Book value per common share of [removed: $92.90][added: $109.19]

- Holding company liquidity of [removed: $1.45] [added: $1.54] billion

| (for the year ended December 31, in millions except [added: ratio and] per share amounts) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Premiums | | | | | | $ | [removed: 33,763] [added: 37,761] | | | | | $ | [removed: 30,855] [added: 33,763] | | | | | $ | [removed: 29,044] [added: 30,855] | |

| Net investment income | | | | | | [removed: 2,562] [added: 2,922] | | | | | | [removed: 3,033] [added: 2,562] | | | | | | [removed: 2,227] [added: 3,033] | | |

| Fee income | | | | | | [removed: 412] [added: 433] | | | | | | [removed: 402] [added: 412] | | | | | | [removed: 429] [added: 402] | | |

| Net realized investment gains (losses) | | | | | | [removed: (204)] [added: (105)] | | | | | | [removed: 171] [added: (204)] | | | | | | [removed: 2] [added: 171] | | |

| Other revenues | | | | | | [removed: 351] [added: 353] | | | | | | [removed: 355] [added: 351] | | | | | | [removed: 279] [added: 355] | | |

| Total revenues | | | | | | [removed: 36,884] [added: 41,364] | | | | | | [removed: 34,816] [added: 36,884] | | | | | | [removed: 31,981] [added: 34,816] | | |

| Claims and claim adjustment expenses | | | | | | [removed: 22,854] [added: 26,215] | | | | | | [removed: 20,298] [added: 22,854] | | | | | | [removed: 19,123] [added: 20,298] | | |

| Amortization of deferred acquisition costs | | | | | | [removed: 5,515] [added: 6,226] | | | | | | [removed: 5,043] [added: 5,515] | | | | | | [removed: 4,773] [added: 5,043] | | |

| General and administrative expenses | | | | | | [removed: 4,810] [added: 5,176] | | | | | | [removed: 4,677] [added: 4,810] | | | | | | [removed: 4,509] [added: 4,677] | | |

| Interest expense | | | | | | [removed: 351] [added: 376] | | | | | | [removed: 340] [added: 351] | | | | | | [removed: 339] [added: 340] | | |

| Total claims and expenses | | | | | | [removed: 33,530] [added: 37,993] | | | | | | [removed: 30,358] [added: 33,530] | | | | | | [removed: 28,744] [added: 30,358] | | |

| Income before income taxes | | | | | | [removed: 3,354] [added: 3,371] | | | | | | [removed: 4,458] [added: 3,354] | | | | | | [removed: 3,237] [added: 4,458] | | |

| Income tax expense | | | | | | [removed: 512] [added: 380] | | | | | | [removed: 796] [added: 512] | | | | | | [removed: 540] [added: 796] | | |

| Net income | | | | | | $ | [removed: 2,842] [added: 2,991] | | | | | $ | [removed: 3,662] [added: 2,842] | | | | | $ | [removed: 2,697] [added: 3,662] | |

| Basic | | | | | | $ | [removed: 11.91] [added: 12.93] | | | | | $ | [removed: 14.63] [added: 11.91] | | | | | $ | [removed: 10.56] [added: 14.63] | |

| Diluted | | | | | | $ | [removed: 11.77] [added: 12.79] | | | | | $ | [removed: 14.49] [added: 11.77] | | | | | $ | [removed: 10.52] [added: 14.49] | |

| Loss and loss adjustment expense ratio | | | | | | [removed: 67.1] [added: 68.9] | | % | | | | [removed: 65.1] [added: 67.1] | | % | | | | 65.1 | | % |

| Underwriting expense ratio | | | | | | [removed: 28.5] [added: 28.1] | | | | | | [removed: 29.4] [added: 28.5] | | | | | | [removed: 29.9] [added: 29.4] | | |

| Combined ratio | | | | | | [removed: 95.6] [added: 97.0] | | % | | | | [removed: 94.5] [added: 95.6] | | % | | | | [removed: 95.0] [added: 94.5] | | % |

Discussions of [removed: earnings] [added: net income] per common share are presented on a diluted basis.

- Net realized investment losses of $105 million ($81 million after-tax)

Diluted net income per share of $12.79 in 2023 increased by 9% over diluted net income per share of $11.77 in 2022.

Net income of $2.99 billion in 2023 increased by 5% over net income of $2.84 billion in 2022.

reported line items in the statement of income by insignificant amounts.

Net investment income in 2023 was $2.92 billion, $360 million or 14% higher than in 2022.

Other revenues in 2023 were $353 million, $2 million higher than 2022.

Catastrophes in 2023 primarily resulted from numerous severe wind and hail storms in multiple states.

Additionally,

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 25 — Severe wind and hail storms | | | | | | 153 | | | | | | n/a | | | | | | n/a | | | | | | 153 | | | | | | n/a | | | | | | n/a | | |

| 32 — Severe wind and hail storms | | | | | | 140 | | | | | | n/a | | | | | | n/a | | | | | | 140 | | | | | | n/a | | | | | | n/a | | |

| 33 — Severe wind and hail storms | | | | | | 199 | | | | | | n/a | | | | | | n/a | | | | | | 199 | | | | | | n/a | | | | | | n/a | | |

| 35 — Severe wind and hail storms | | | | | | 140 | | | | | | n/a | | | | | | n/a | | | | | | 140 | | | | | | n/a | | | | | | n/a | | |

| 38 — Severe wind and hail storms | | | | | | 110 | | | | | | n/a | | | | | | n/a | | | | | | 110 | | | | | | n/a | | | | | | n/a | | |

| 42 — Severe wind and hail storms | | | | | | 133 | | | | | | n/a | | | | | | n/a | | | | | | 133 | | | | | | n/a | | | | | | n/a | | |

| 48 — Severe wind and hail storms | | | | | | 150 | | | | | | n/a | | | | | | n/a | | | | | | 150 | | | | | | n/a | | | | | | n/a | | |

| 49 — Severe wind and hail storms | | | | | | 133 | | | | | | n/a | | | | | | n/a | | | | | | 133 | | | | | | n/a | | | | | | n/a | | |

| 51 — Severe wind and hail storms | | | | | | 265 | | | | | | n/a | | | | | | n/a | | | | | | 265 | | | | | | n/a | | | | | | n/a | | |

| 63 — Severe wind and hail storms | | | | | | 125 | | | | | | n/a | | | | | | n/a | | | | | | 125 | | | | | | n/a | | | | | | n/a | | |

| 75 — Severe wind and hail storms | | | | | | 190 | | | | | | n/a | | | | | | n/a | | | | | | 190 | | | | | | n/a | | | | | | n/a | | |

Income tax expense in 2023 was $380 million, $132 million or 26% lower than in 2022, primarily reflecting the one-time tax benefit of $211 million in the first quarter of 2023 due to the expiration of the statute of limitations with respect to a tax item, partially offset by the $47 million reduction in income tax expense in the first quarter of 2022 as a result of the resolution of prior year tax matters and the impact of the $17 million increase in income before income taxes in 2023.

| (for the year ended December 31, in millions) | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| (for the year ended December 31, in millions) | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| (for the year ended December 31, in millions) | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

Net unfavorable prior year reserve development in 2023 was $289 million.

Income tax expense in 2023 was lower than

in 2022, primarily reflecting a one-time tax benefit of $171 million in the first quarter of 2023 and the impact of the decrease in segment income before income taxes.

Net investment income in 2023 was $2.09 billion, $221 million or 12% higher than in 2022.

General and administrative expenses in 2023 were $3.04 billion, $214 million or 8% higher than in 2022.

The increase in 2023 was primarily in support of business growth.

Net unfavorable prior year reserve development in 2023 accounted for 1.5 points of the combined ratio.

| (for the year ended December 31, in millions) | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| (for the year ended December 31, in millions) | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

Net written premiums of $3.48 billion in 2023 increased by 12% over 2022.

Renewal premium changes in 2023 remained positive and were slightly higher than in 2022.

Diluted net income per share of $11.77 in 2022 decreased by 19% from diluted net income per share of $14.49 in 2021.

Net income of $2.84 billion in 2022 decreased by 22% from net income of $3.66 billion in 2021.

Underlying underwriting margins in 2021 reflected a net favorable impact associated with the pandemic.

Earned premiums in Business Insurance in 2021 were negatively impacted by lower net written premiums primarily in the latter half of 2020 due to a modest reduction in exposures and a decrease in new business volume, in each case impacted by COVID-19 and related economic conditions.

Earned premiums in Bond & Specialty Insurance and Personal Insurance in 2021 were not materially impacted by COVID-19 and related economic conditions.

Net investment income in 2022 was $2.56 billion, $471 million or 16% lower than in 2021.

Other revenues in 2022 were $351 million, $4 million lower than 2021.

Other revenues from Simply Business were negatively impacted by changes in foreign currency exchange rates.

Catastrophes in 2021 primarily resulted from winter storms, Hurricane Ida, tornado activity in Kentucky and severe wind and hail storms in several regions of the United States, as well as a wildfire in Colorado.

Catastrophe and non-catastrophe weather-related losses in 2021 were reduced by the full $350 million of recoveries available under the Company's 2021 Underlying Property Aggregate Catastrophe Excess-of-Loss Reinsurance Treaty.

| 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 16 — Tennessee tornado activity | | | | | | 3 | | | | | | (9) | | | | | | 151 | | | | | | 145 | | | | | | 142 | | | | | | 151 | | |

| 19 — Severe storms | | | | | | (2) | | | | | | (9) | | | | | | 134 | | | | | | 123 | | | | | | 125 | | | | | | 134 | | |

| 20 — Severe storms | | | | | | 6 | | | | | | (25) | | | | | | 165 | | | | | | 146 | | | | | | 140 | | | | | | 165 | | |

| 33 — Civil unrest | | | | | | (7) | | | | | | (7) | | | | | | 100 | | | | | | 86 | | | | | | 93 | | | | | | 100 | | |

| 44 — Tropical Storm Isaias | | | | | | 3 | | | | | | (22) | | | | | | 140 | | | | | | 121 | | | | | | 118 | | | | | | 140 | | |

| 46 — Midwest derecho | | | | | | 3 | | | | | | (10) | | | | | | 212 | | | | | | 205 | | | | | | 202 | | | | | | 212 | | |

| 68 — California wildfire - Glass fire (2) | | | | | | (19) | | | | | | (9) | | | | | | 145 | | | | | | 117 | | | | | | 136 | | | | | | 145 | | |

(2) In addition to the Glass fire, there were 16 other PCS-designated wildfires in 2020.

While none of the 16 wildfires were individually large enough to meet the Company's threshold for disclosure as a significant catastrophe in this table, total losses in 2020 from those wildfires were $169 million, of which two wildfires totaling $73 million met the Company's threshold for disclosure as catastrophes.

General and administrative expenses in 2021 included the benefit of lower net expenses related to COVID-19 and related economic conditions.

Income tax expense in 2022 was higher than in 2021, primarily reflecting the impact of the increase in segment income before income taxes.

Earned premiums in 2021 were negatively impacted by lower net written premiums primarily in the latter half of 2020 due to a modest reduction in exposures and a decrease in new business volume, in each case impacted by COVID-19 and related economic conditions.

Net investment income in 2022 was $1.86 billion, $401 million or 18% lower than in 2021.

Catastrophe losses and non-catastrophe weather-related losses in 2021 were reduced by recoveries under the Company's 2021 Underlying Property Aggregate Catastrophe Excess-of-Loss Reinsurance Treaty.

General and administrative expenses in 2022 were $2.83 billion, $81 million or 3% higher than in 2021, primarily reflecting the impact of higher business volumes.

General and administrative expenses in 2021 included the benefit of lower travel-related expenses attributable to COVID-19 and related economic conditions.

Income tax expense in 2022 was $536 million, $37 million or 7% higher than in 2021, primarily reflecting the impact of the $183 million increase in segment income before income taxes in 2022.

Income tax expense in 2022 was reduced by $3 million as a result of the resolution of prior year tax matters.

*International.* Net written premiums of $1.06 billion in 2022 decreased by 1% from 2021, primarily driven by the impact of changes in foreign currency exchange rates.

General and administrative expenses in 2022 were $590 million, $58 million or 11% higher than in 2021, primarily reflecting the impact of higher business volumes.

2021.

Net written premiums in 2022 were $3.19 billion, $322 million or 11% higher than in 2021.

*International.* Net written premiums in 2022 were $539 million, $34 million or 7% higher than in 2021, primarily driven by increases in the United Kingdom and broader Europe, as well as Canada, partially offset by the impact of changes in foreign currency exchange rates.

Earned premiums in 2022 were $13.25 billion, $1.27 billion or 11% higher than in 2021, primarily reflecting the increase in net written premiums over the preceding twelve months.

General and administrative expenses in 2022 were $1.36 billion, $8 million or 1% lower than in 2021, primarily reflecting lower contingent commissions, partially offset by the impact of higher business volumes.

The underlying combined ratio in 2022 was 6.0 points higher than the 2021 ratio on the same basis, primarily reflecting the impacts of (i) elevated losses in both the automobile and homeowners and other product lines, partially offset by (ii) a lower expense ratio.

Retention rates remained strong in 2022 but were lower than in 2021.

New business premiums in 2022 were comparable with 2021.

International net written premiums of $649 million in 2022 decreased by 5% from 2021, driven by the impact of changes in foreign currency exchange rates and declines in the automobile product line.

The following is a discussion of the [removed: Company's] [added: Company’s] primary market risk exposures and how those exposures are managed as of December 31, [removed: 2022.][added: 2023.]

The carrying value of the [removed: Company's] [added: Company’s] investment portfolio at December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] was [removed: $80.45] [added: $88.81] billion and [removed: $87.38] [added: $80.45] billion, respectively, of which [removed: 89%] [added: 87% and 89%, respectively,] was invested in fixed maturity [removed: securities at both periods.][added: securities.]

At December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] approximately [removed: 7.0%] [added: 7.2%] and [removed: 6.8%,] [added: 7.0%,] respectively, of the [removed: Company's] [added: Company’s] invested assets were denominated in foreign currencies.

Invested assets denominated in the Canadian dollar comprised approximately [added: 4.1% and] 4.2% of the total invested assets at [removed: both] December 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022, respectively.]

Invested assets denominated in the British Pound Sterling comprised approximately [removed: 2.2%] [added: 2.4%] and [removed: 2.1%] [added: 2.2%] of total invested assets at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

Invested assets denominated in other currencies at December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] were not material.

There were no other significant changes in the [removed: Company's] [added: Company’s] primary market risk exposures or in how those exposures were managed for the year ended December 31, [removed: 2022] [added: 2023] compared to the year ended December 31, [removed: 2021.][added: 2022.]

[added: The sensitivity analysis model uses] various basis point changes in interest rates to measure the hypothetical change in fair value of financial instruments included in the model.

Fixed maturity portfolio durations are calculated on a market value-weighted basis, including accrued interest, using holdings as of December 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

For debt, the change in fair value is determined by calculating hypothetical December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] ending prices based on yields adjusted to reflect a 100 basis point change, comparing such hypothetical ending prices to actual ending prices, and multiplying the difference by the par or securities outstanding.

The sensitivity analysis model used by the Company produces a loss in fair value of market sensitive instruments of approximately [removed: $2.68] [added: $2.58] billion and [removed: $2.33] [added: $2.68] billion based on a 100 basis point increase in interest rates at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

The [removed: Company's] [added: Company’s] analysis indicates that a hypothetical 10% reduction in the value of foreign denominated investments would be expected to produce a loss in fair value of approximately [removed: $563] [added: $638] million and [removed: $596] [added: $563] million at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

The sensitivity analysis model uses

Of those groups, the top 150 accounted for approximately 94% of the consolidated industry’s total net written premiums in [removed: 2021.][added: 2022.]

- ability to keep pace relative to competitors with changes in technology and information [removed: systems;][added: systems, including artificial intelligence;]

The following table shows the geographic distribution of the Company’s consolidated direct written premiums for the year ended December 31, [removed: 2022:][added: 2023:]

| New York | | | | | | [removed: 8.5] [added: 8.4] | | |

| All other domestic (2) | | | | | | [removed: 43.9] [added: 44.1] | | |

| Total Domestic | | | | | | [removed: 94.1] [added: 94.7] | | |

| All other international | | | | | | [removed: 2.6] [added: 2.3] | | |

| Total International | | | | | | [removed: 5.9] [added: 5.3] | | |

(2)No other single state accounted for 3.0% or more of the Company’s consolidated direct written premiums written in [removed: 2022.][added: 2023.]

Middle Market generally provides these products to mid-sized businesses through *Commercial Accounts,* as well as to targeted industries through *Construction*, [removed: *Technology*,] [added: *Technology & Life Sciences*,] *Public Sector Services* and *Oil & [removed: Gas*,] [added: Gas,*] and additionally, provides mono-line umbrella and excess coverage insurance through *Excess Casualty.* Middle Market also provides insurance for goods in transit and movable objects, as well as builders’ risk insurance, through *Inland Marine*; insurance for the marine transportation industry and related services, as well as other businesses involved in international trade, through *Ocean [removed: Marine*;] [added: Marine;*] and comprehensive breakdown for equipment, including property and business interruption, through *Boiler & Machinery*.

[removed: - *National] [added: *•National] Accounts* provides large companies with casualty insurance products and services, including workers’ compensation, commercial automobile and general liability, generally utilizing loss-sensitive products, on both a bundled and unbundled basis, as well as risk management, claims administration and other insurance-related services.

*•National Property and Other* provides traditional and customized commercial property insurance programs to large and mid-sized customers through *National Property.* National Property and Other also provides insurance coverage for the commercial trucking industry through *Northland Transportation* and serves small- to medium-sized agricultural businesses, including farms, ranches and other agricultural-related operations through *Agribusiness.* National Property and Other also includes commercial property and general liability policies for small, [removed: difficult-to-place specialty classes of] [added: difficult to place] commercial [removed: business,] [added: business] primarily on an excess and surplus lines basis through [removed: *Northfield*,] [added: *Northfield,*] and also offers tailored property and casualty insurance programs on an admitted basis for customers with common risk characteristics or coverage requirements through *National Programs*.

[removed: *•International*,] [added: - *International*,] through its operations in Canada, the United Kingdom and the Republic of Ireland, provides property and casualty insurance and risk management services to several customer groups, including, among others, those in the technology, manufacturing and public services industry sectors.

| (for the year ended December 31, in millions) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | % of Total [removed: 2022] [added: 2023] | | |

| Select Accounts | | | | | | $ | [removed: 3,099] [added: 3,477] | | | | | $ | [removed: 2,833] [added: 3,099] | | | | | $ | [removed: 2,821] [added: 2,833] | | | | | [removed: 17.6] [added: 17.0] | | % |

| Middle Market | | | | | | [removed: 9,923] [added: 11,045] | | | | | | [removed: 8,933] [added: 9,923] | | | | | | [removed: 8,511] [added: 8,933] | | | | | | [removed: 56.3] [added: 54.1] | | |

| National Accounts | | | | | | [removed: 1,085] [added: 1,135] | | | | | | [removed: 987] [added: 1,085] | | | | | | [removed: 996] [added: 987] | | | | | | [removed: 6.1] [added: 5.6] | | |

| National Property and Other | | | | | | [removed: 2,467] [added: 3,008] | | | | | | [removed: 2,265] [added: 2,467] | | | | | | [removed: 2,086] [added: 2,265] | | | | | | [removed: 14.0] [added: 14.7] | | |

| Total Domestic | | | | | | [removed: 16,574] [added: 18,665] | | | | | | [removed: 15,018] [added: 16,574] | | | | | | [removed: 14,414] [added: 15,018] | | | | | | [removed: 94.0] [added: 91.4] | | |

| International | | | | | | [removed: 1,061] [added: 1,765] | | | | | | [removed: 1,074] [added: 1,061] | | | | | | [removed: 1,017] [added: 1,074] | | | | | | [removed: 6.0] [added: 8.6] | | |

| Total Business Insurance by market | | | | | | $ | [removed: 17,635] [added: 20,430] | | | | | $ | [removed: 16,092] [added: 17,635] | | | | | $ | [removed: 15,431] [added: 16,092] | | | | | 100.0 | | % |

| Workers’ compensation | | | | | | $ | [removed: 3,397] [added: 3,492] | | | | | $ | [removed: 3,175] [added: 3,397] | | | | | $ | [removed: 3,349] [added: 3,175] | | | | | [removed: 19.3] [added: 17.1] | | % |

| Commercial automobile | | | | | | [removed: 3,061] [added: 3,346] | | | | | | [removed: 2,898] [added: 3,061] | | | | | | [removed: 2,790] [added: 2,898] | | | | | | [removed: 17.4] [added: 16.4] | | |

| Commercial property | | | | | | [removed: 2,771] [added: 3,494] | | | | | | [removed: 2,408] [added: 2,771] | | | | | | [removed: 2,163] [added: 2,408] | | | | | | [removed: 15.7] [added: 17.1] | | |

| General liability | | | | | | [removed: 2,962] [added: 3,264] | | | | | | [removed: 2,699] [added: 2,962] | | | | | | [removed: 2,447] [added: 2,699] | | | | | | [removed: 16.8] [added: 16.0] | | |

| Commercial multi-peril | | | | | | [removed: 4,304] [added: 5,000] | | | | | | [removed: 3,768] [added: 4,304] | | | | | | [removed: 3,608] [added: 3,768] | | | | | | [removed: 24.4] [added: 24.5] | | |

| Total Business Insurance by product line | | | | | | $ | [removed: 17,635] [added: 20,430] | | | | | $ | [removed: 16,092] [added: 17,635] | | | | | $ | [removed: 15,431] [added: 16,092] | | | | | 100.0 | | % |

Agencies and brokers are serviced by [removed: 86] [added: 87] field offices and supported by customer service centers where the Company performs services for agents for a fee and centralized business centers where the Company processes new and renewal business that meet certain underwriting criteria.

The commercial residual market business of National Accounts services approximately [removed: 38%] [added: 35%] of the total workers’ compensation assigned risk market, making the Company one of the largest servicing carriers in the industry.

Effective January 1, [removed: 2023,] [added: 2024,] the Company [removed: entered into] [added: renewed] a quota share reinsurance agreement with subsidiaries of Fidelis Insurance Holdings Limited (Fidelis) pursuant to which the Company [removed: will assume] [added: assumes] 20% of the [removed: business] [added: gross] written [removed: by] [added: premiums of] Fidelis during [removed: 2023,] [added: 2024,] subject to a loss ratio cap.

The Company’s portion of [removed: net written] premiums from Fidelis is [removed: expected to be approximately $550 million to $600 million for the full year and will be] reported as part of the International results of Business Insurance.

At December 31, [removed: 2022,] [added: 2023,] contractholder payables on unpaid losses within the deductible layer of large deductible policies were approximately [removed: $3.60] [added: $3.27] billion, and the associated receivables (net of allowance for expected credit losses) were approximately [removed: $3.58] [added: $3.25] billion.

Premiums receivable from holders of retrospectively rated policies totaled approximately [removed: $70] [added: $48] million at December 31, [removed: 2022.][added: 2023.]

There are typically four types of benefits payable under workers’ compensation policies: [added: medical benefits, disability benefits, death benefits and vocational rehabilitation benefits.]

[removed: The Company emphasizes] managed care cost containment strategies, which involve employers, employees and care providers in a collaborative effort that focuses on the injured employee’s early return to work and cost-effective quality care.

The following discussion reflects the Company’s retention policy with respect to Business Insurance as of January 1, [removed: 2023.][added: 2024.]

For third-party liability, Business Insurance generally limits its net retention, through the use of reinsurance, to a maximum of [removed: $14.0] [added: $21.2] million per insured, per occurrence, subject further to a significant aggregate annual deductible.

For property exposures, Business Insurance generally limits its net retention, through the use of reinsurance, to a maximum amount per risk of [removed: $21.0][added: $20.0 million per occurrence.]

Business Insurance utilizes facultative reinsurance to provide additional limits capacity or to reduce retentions on an individual [removed: risk basis.]

The following table shows the geographic distribution of Business Insurance’s direct written premiums for the year ended December 31, [removed: 2022:][added: 2023:]

| Texas (1) | | | | | | 9.1 | | |

| Canada | | | | | | 3.0 | | |

| Other | | | | | | 69 | | | | | | 79 | | | | | | 70 | | | | | | 0.3 | | |

| Total Domestic | | | | | | 18,665 | | | | | | 16,574 | | | | | | 15,018 | | | | | | 91.4 | | |

| International | | | | | | 1,765 | | | | | | 1,061 | | | | | | 1,074 | | | | | | 8.6 | | |

risk basis.

| California | | | | | | 13.1 | | % |

| Texas | | | | | | 7.6 | | |

| Illinois | | | | | | 4.4 | | |

| Florida | | | | | | 4.0 | | |

| Georgia | | | | | | 3.0 | | |

| Canada | | | | | | 2.0 | | |

business.

On November 3, 2023, the Company announced an agreement to acquire Corvus Insurance Holdings, Inc. (Corvus), a cyber insurance managing general underwriter.

On January 2, 2024, the Company completed its acquisition of all issued and outstanding shares of Corvus.

| (for the year ended December 31, in millions) | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | % of Total 2023 | | |

Bond & Specialty Insurance also writes certain products through managing general agents and managing general underwriters.

risk basis.

| Texas | | | | | | 6.6 | | |

| Florida | | | | | | 4.8 | | |

| Pennsylvania | | | | | | 3.4 | | |

| Canada | | | | | | 4.3 | | |

| (for the year ended December 31, in millions) | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | % of Total 2023 | | |

| Texas (1) | | | | | | 11.7 | | % |

| California | | | | | | 6.9 | | |

| Georgia | | | | | | 5.2 | | |

| Pennsylvania | | | | | | 4.6 | | |

| Florida | | | | | | 4.2 | | |

| Virginia | | | | | | 3.7 | | |

| Maryland | | | | | | 3.5 | | |

| Colorado | | | | | | 3.4 | | |

| Massachusetts | | | | | | 3.3 | | |

| Canada | | | | | | 4.0 | | |

The Company operates a state-of-the-art claims-training facility which offers

The Company regularly monitors the effect of these investments to ensure a consistent optimization among outcomes, cost and service.

The Company has developed a large, dedicated Catastrophe Response Team and has also trained a large Enterprise Response Team of existing employees.

*Personal Insurance Hurricane Catastrophe Excess-of-Loss Reinsurance Treaty.* This treaty provides up to $500 million part of $1.00 billion of coverage for a single event, subject to a $1.75 billion retention (i.e., for every dollar of loss between $1.75 billion and $2.75 billion, this treaty provides 50 cents of coverage), for homeowners property losses arising from a hurricane or tropical storm for the period from July 1, 2023 through and including June 30, 2024.

The treaty covers the United States coastal states from Texas to Maine, excluding Florida.

reporting.

Under such arrangements, the participating subsidiaries share substantially all insurance business they write by reinsuring their combined premiums, losses and expenses to each participating subsidiary in accordance with the quota share participation rate provided in the intercompany agreement.

| Texas (1) | | | | | | 8.6 | | |

| Massachusetts | | | | | | 3.0 | | |

| Canada | | | | | | 3.3 | | |

| Other | | | | | | 79 | | | | | | 70 | | | | | | 57 | | | | | | 0.4 | | |

medical benefits, disability benefits, death benefits and vocational rehabilitation benefits.

million per occurrence.

| California | | | | | | 12.9 | | % |

| Texas | | | | | | 7.2 | | |

| Illinois | | | | | | 4.5 | | |

| Florida | | | | | | 4.1 | | |

| Canada | | | | | | 2.2 | | |

Competitors in this market are

Reinsurance treaties often have

| Texas | | | | | | 6.4 | | |

| Florida | | | | | | 4.9 | | |

| Pennsylvania | | | | | | 3.5 | | |

| Canada | | | | | | 4.4 | | |

Companies compete on the basis of price, product offerings, the

condominiums and tenants, and rental properties.

| Texas (1) | | | | | | 11.1 | | % |

| California | | | | | | 7.1 | | |

| Georgia | | | | | | 5.4 | | |

| Pennsylvania | | | | | | 4.7 | | |

| Virginia | | | | | | 3.6 | | |

| Maryland | | | | | | 3.3 | | |

| Colorado | | | | | | 3.3 | | |

| South Carolina | | | | | | 3.1 | | |

| Canada | | | | | | 4.5 | | |

disciplined approach to continual improvement.

On January 1, 2023, the Company did not renew the 2022 Underlying Property Aggregate Catastrophe Excess-of-Loss Reinsurance Treaty, the terms of which were disclosed in the “Reinsurance - Catastrophe Reinsurance” section in Part I, Item 1 of the Company's Annual Report on Form 10-K for the year ended December 31, 2021.

The allowance was impacted by the updated accounting guidance for credit losses adopted January 1, 2020 that requires the allowance to be based on expected credit losses.

recoverables.

Under such arrangements, the members share substantially all insurance business that is written and allocate the combined premiums, losses and expenses.

S&P has announced that it intends to change its capital adequacy model.

While the proposed model has not been finalized, it could increase the level of capital S&P requires for a particular financial strength rating.

adversely impact our ability to access the capital markets and increase our borrowing costs” included in “Part I—Item 1A—Risk Factors."

The outlook for all ratings is stable.

- On July 29, 2022, A.M. Best affirmed all ratings of the Company.

conditions.

In 2021, The Travelers Indemnity Company and Travelers Casualty and Surety Company had results outside the normal range for these same ratios.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

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 [removed: days.Yes x No ¨][added: days.]

As of June 30, [removed: 2022,] [added: 2023,] the aggregate market value of the [removed: registrant's] [added: registrant’s] voting and non-voting common equity held by non-affiliates was [removed: $40,004,782,316.][added: $39,615,360,010.]

As of February [removed: 13, 2023, 232,094,271] [added: 12, 2024, 229,125,844] shares of the [removed: registrant's] [added: registrant’s] common stock (without par value) were outstanding.

Portions of the [removed: Registrant's] [added: Registrant’s] Proxy Statement relating to the [removed: 2023] [added: 2024] Annual Meeting of Shareholders are incorporated by reference into Part III of this report.

For Fiscal Year Ended December 31, [removed: 2022][added: 2023]

| [removed: [1A.](#i4d3d94aa73a54b4ebed029a57c7ff841_61)] [added: [1A.](#i9f1866ad8f73499e8b3211624c528087_61)] | | | [Risk [removed: Factors](#i4d3d94aa73a54b4ebed029a57c7ff841_61)] [added: Factors](#i9f1866ad8f73499e8b3211624c528087_61)] | | | [removed: [43](#i4d3d94aa73a54b4ebed029a57c7ff841_61)] [added: [43](#i9f1866ad8f73499e8b3211624c528087_61)] | | |

| [removed: [1B.](#i4d3d94aa73a54b4ebed029a57c7ff841_64)] [added: [1B.](#i9f1866ad8f73499e8b3211624c528087_64)] | | | [Unresolved Staff [removed: Comments](#i4d3d94aa73a54b4ebed029a57c7ff841_64)] [added: Comments](#i9f1866ad8f73499e8b3211624c528087_64)] | | | [removed: [56](#i4d3d94aa73a54b4ebed029a57c7ff841_64)] [added: [56](#i9f1866ad8f73499e8b3211624c528087_64)] | | |

| [removed: [3.](#i4d3d94aa73a54b4ebed029a57c7ff841_70)] [added: [3.](#i9f1866ad8f73499e8b3211624c528087_73)] | | | [Legal [removed: Proceedings](#i4d3d94aa73a54b4ebed029a57c7ff841_70)] [added: Proceedings](#i9f1866ad8f73499e8b3211624c528087_73)] | | | [removed: [56](#i4d3d94aa73a54b4ebed029a57c7ff841_70)] [added: [58](#i9f1866ad8f73499e8b3211624c528087_73)] | | |

| [removed: [4.](#i4d3d94aa73a54b4ebed029a57c7ff841_73)] [added: [4.](#i9f1866ad8f73499e8b3211624c528087_76)] | | | [Mine Safety [removed: Disclosures](#i4d3d94aa73a54b4ebed029a57c7ff841_73)] [added: Disclosures](#i9f1866ad8f73499e8b3211624c528087_76)] | | | [removed: [56](#i4d3d94aa73a54b4ebed029a57c7ff841_73)] [added: [58](#i9f1866ad8f73499e8b3211624c528087_76)] | | |

| [removed: [5.](#i4d3d94aa73a54b4ebed029a57c7ff841_79)] [added: [5.](#i9f1866ad8f73499e8b3211624c528087_82)] | | | [Market for [removed: Registrant's] [added: Registrant’s] Common Equity, Related Shareholder Matters and Issuer Purchases of Equity [removed: Securities](#i4d3d94aa73a54b4ebed029a57c7ff841_79)] [added: Securities](#i9f1866ad8f73499e8b3211624c528087_82)] | | | [removed: [56](#i4d3d94aa73a54b4ebed029a57c7ff841_79)] [added: [58](#i9f1866ad8f73499e8b3211624c528087_82)] | | |

| [removed: [7.](#i4d3d94aa73a54b4ebed029a57c7ff841_94)] [added: [7.](#i9f1866ad8f73499e8b3211624c528087_97)] | | | [removed: [Management's] [added: [Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i4d3d94aa73a54b4ebed029a57c7ff841_94)] [added: Operations](#i9f1866ad8f73499e8b3211624c528087_97)] | | | [removed: [59](#i4d3d94aa73a54b4ebed029a57c7ff841_94)] [added: [61](#i9f1866ad8f73499e8b3211624c528087_97)] | | |

| [removed: [7A.](#i4d3d94aa73a54b4ebed029a57c7ff841_151)] [added: [7A.](#i9f1866ad8f73499e8b3211624c528087_154)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i4d3d94aa73a54b4ebed029a57c7ff841_151)] [added: Risk](#i9f1866ad8f73499e8b3211624c528087_154)] | | | [removed: [116](#i4d3d94aa73a54b4ebed029a57c7ff841_151)] [added: [116](#i9f1866ad8f73499e8b3211624c528087_154)] | | |

| [removed: [8.](#i4d3d94aa73a54b4ebed029a57c7ff841_160)] [added: [8.](#i9f1866ad8f73499e8b3211624c528087_163)] | | | [Financial Statements and Supplementary [removed: Data](#i4d3d94aa73a54b4ebed029a57c7ff841_160)] [added: Data](#i9f1866ad8f73499e8b3211624c528087_163)] | | | [removed: [118](#i4d3d94aa73a54b4ebed029a57c7ff841_160)] [added: [118](#i9f1866ad8f73499e8b3211624c528087_163)] | | |

| [removed: [9.](#i4d3d94aa73a54b4ebed029a57c7ff841_253)] [added: [9.](#i9f1866ad8f73499e8b3211624c528087_256)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i4d3d94aa73a54b4ebed029a57c7ff841_253)] [added: Disclosure](#i9f1866ad8f73499e8b3211624c528087_256)] | | | [removed: [203](#i4d3d94aa73a54b4ebed029a57c7ff841_253)] [added: [201](#i9f1866ad8f73499e8b3211624c528087_256)] | | |

| [removed: [9A.](#i4d3d94aa73a54b4ebed029a57c7ff841_256)] [added: [9A.](#i9f1866ad8f73499e8b3211624c528087_259)] | | | [Controls and [removed: Procedures](#i4d3d94aa73a54b4ebed029a57c7ff841_256)] [added: Procedures](#i9f1866ad8f73499e8b3211624c528087_259)] | | | [removed: [203](#i4d3d94aa73a54b4ebed029a57c7ff841_256)] [added: [201](#i9f1866ad8f73499e8b3211624c528087_259)] | | |

| [removed: [9C.](#i4d3d94aa73a54b4ebed029a57c7ff841_268)] [added: [9C.](#i9f1866ad8f73499e8b3211624c528087_271)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i4d3d94aa73a54b4ebed029a57c7ff841_268)] [added: Inspections](#i9f1866ad8f73499e8b3211624c528087_271)] | | | [removed: [206](#i4d3d94aa73a54b4ebed029a57c7ff841_274)] [added: [204](#i9f1866ad8f73499e8b3211624c528087_277)] | | |

| [removed: [10.](#i4d3d94aa73a54b4ebed029a57c7ff841_274)] [added: [10.](#i9f1866ad8f73499e8b3211624c528087_277)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i4d3d94aa73a54b4ebed029a57c7ff841_274)] [added: Governance](#i9f1866ad8f73499e8b3211624c528087_277)] | | | [removed: [206](#i4d3d94aa73a54b4ebed029a57c7ff841_274)] [added: [204](#i9f1866ad8f73499e8b3211624c528087_277)] | | |

| [removed: [12.](#i4d3d94aa73a54b4ebed029a57c7ff841_280)] [added: [12.](#i9f1866ad8f73499e8b3211624c528087_283)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#i4d3d94aa73a54b4ebed029a57c7ff841_280)] [added: Matters](#i9f1866ad8f73499e8b3211624c528087_283)] | | | [removed: [208](#i4d3d94aa73a54b4ebed029a57c7ff841_280)] [added: [206](#i9f1866ad8f73499e8b3211624c528087_283)] | | |

| [removed: [13.](#i4d3d94aa73a54b4ebed029a57c7ff841_283)] [added: [13.](#i9f1866ad8f73499e8b3211624c528087_286)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i4d3d94aa73a54b4ebed029a57c7ff841_283)] [added: Independence](#i9f1866ad8f73499e8b3211624c528087_286)] | | | [removed: [209](#i4d3d94aa73a54b4ebed029a57c7ff841_283)] [added: [207](#i9f1866ad8f73499e8b3211624c528087_286)] | | |

| [removed: [14.](#i4d3d94aa73a54b4ebed029a57c7ff841_286)] [added: [14.](#i9f1866ad8f73499e8b3211624c528087_289)] | | | [Principal Accountant Fees and [removed: Services](#i4d3d94aa73a54b4ebed029a57c7ff841_286)] [added: Services](#i9f1866ad8f73499e8b3211624c528087_289)] | | | [removed: [209](#i4d3d94aa73a54b4ebed029a57c7ff841_286)] [added: [207](#i9f1866ad8f73499e8b3211624c528087_289)] | | |

| [removed: [15.](#i4d3d94aa73a54b4ebed029a57c7ff841_292)] [added: [15.](#i9f1866ad8f73499e8b3211624c528087_295)] | | | [Exhibits and Financial Statement [removed: Schedules](#i4d3d94aa73a54b4ebed029a57c7ff841_292)] [added: Schedules](#i9f1866ad8f73499e8b3211624c528087_295)] | | | [removed: [209](#i4d3d94aa73a54b4ebed029a57c7ff841_292)] [added: [207](#i9f1866ad8f73499e8b3211624c528087_295)] | | |

Yes x No ¨

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

| | | | [Part I](#i9f1866ad8f73499e8b3211624c528087_13) | | | | | |

| [1.](#i9f1866ad8f73499e8b3211624c528087_16) | | | [Business](#i9f1866ad8f73499e8b3211624c528087_16) | | | [3](#i9f1866ad8f73499e8b3211624c528087_16) | | |

| [1C.](#i9f1866ad8f73499e8b3211624c528087_67) | | | [Cybersecurity](#i9f1866ad8f73499e8b3211624c528087_67) | | | [56](#i9f1866ad8f73499e8b3211624c528087_67) | | |

| [2.](#i9f1866ad8f73499e8b3211624c528087_70) | | | [Properties](#i9f1866ad8f73499e8b3211624c528087_70) | | | [58](#i9f1866ad8f73499e8b3211624c528087_70) | | |

| | | | [Part II](#i9f1866ad8f73499e8b3211624c528087_79) | | | | | |

| [6.](#i9f1866ad8f73499e8b3211624c528087_91) | | | [Reserved](#i9f1866ad8f73499e8b3211624c528087_91) | | | [60](#i9f1866ad8f73499e8b3211624c528087_91) | | |

| [9B.](#i9f1866ad8f73499e8b3211624c528087_268) | | | [Other Information](#i9f1866ad8f73499e8b3211624c528087_268) | | | [204](#i9f1866ad8f73499e8b3211624c528087_268) | | |

| | | | [Part III](#i9f1866ad8f73499e8b3211624c528087_268) | | | | | |

| [11.](#i9f1866ad8f73499e8b3211624c528087_280) | | | [Executive Compensation](#i9f1866ad8f73499e8b3211624c528087_280) | | | [206](#i9f1866ad8f73499e8b3211624c528087_280) | | |

| | | | [Part IV](#i9f1866ad8f73499e8b3211624c528087_292) | | | | | |

| [16.](#i9f1866ad8f73499e8b3211624c528087_298) | | | [Form 10-K Summary](#i9f1866ad8f73499e8b3211624c528087_298) | | | [210](#i9f1866ad8f73499e8b3211624c528087_298) | | |

| | | | [Signatures](#i9f1866ad8f73499e8b3211624c528087_301) | | | [211](#i9f1866ad8f73499e8b3211624c528087_301) | | |

| | | | [Part I](#i4d3d94aa73a54b4ebed029a57c7ff841_13) | | | | | |

| [1.](#i4d3d94aa73a54b4ebed029a57c7ff841_16) | | | [Business](#i4d3d94aa73a54b4ebed029a57c7ff841_16) | | | [3](#i4d3d94aa73a54b4ebed029a57c7ff841_16) | | |

| [2.](#i4d3d94aa73a54b4ebed029a57c7ff841_67) | | | [Properties](#i4d3d94aa73a54b4ebed029a57c7ff841_67) | | | [56](#i4d3d94aa73a54b4ebed029a57c7ff841_67) | | |

| | | | [Part II](#i4d3d94aa73a54b4ebed029a57c7ff841_76) | | | | | |

| [6.](#i4d3d94aa73a54b4ebed029a57c7ff841_88) | | | [Reserved](#i4d3d94aa73a54b4ebed029a57c7ff841_88) | | | [58](#i4d3d94aa73a54b4ebed029a57c7ff841_88) | | |

| [9B.](#i4d3d94aa73a54b4ebed029a57c7ff841_265) | | | [Other Information](#i4d3d94aa73a54b4ebed029a57c7ff841_265) | | | [206](#i4d3d94aa73a54b4ebed029a57c7ff841_265) | | |

| | | | [Part III](#i4d3d94aa73a54b4ebed029a57c7ff841_265) | | | | | |

| [11.](#i4d3d94aa73a54b4ebed029a57c7ff841_277) | | | [Executive Compensation](#i4d3d94aa73a54b4ebed029a57c7ff841_277) | | | [208](#i4d3d94aa73a54b4ebed029a57c7ff841_277) | | |

| | | | [Part IV](#i4d3d94aa73a54b4ebed029a57c7ff841_289) | | | | | |

| [16.](#i4d3d94aa73a54b4ebed029a57c7ff841_295) | | | [Form 10-K Summary](#i4d3d94aa73a54b4ebed029a57c7ff841_295) | | | [212](#i4d3d94aa73a54b4ebed029a57c7ff841_295) | | |

| | | | [Signatures](#i4d3d94aa73a54b4ebed029a57c7ff841_298) | | | [213](#i4d3d94aa73a54b4ebed029a57c7ff841_298) | | |

Risk management and strategy

The Company has implemented technologies and tools to evaluate its cybersecurity protections and maintain a cyber risk management strategy related to its technology infrastructure that includes monitoring emerging cybersecurity threats and assessing appropriate responsive measures.

Risk Identification

The Company’s Chief Information Security Officer (“CISO”) and Cybersecurity team are actively engaged within the cybersecurity community in order to monitor emerging trends and developments and share best practices for identifying and mitigating cyber threats.

For example, the Company participates in threat intelligence information-sharing networks, such as the Financial Services Information Sharing and Analysis Center (FS-ISAC).

The Company also tracks industry and government intelligence sources for information about evolving cyber threats and deploys updates to its systems, as appropriate.

The Company’s Cybersecurity team monitors and investigates suspicious events.

Risk Assessment

The Company performs an annual cybersecurity risk and control assessment as part of the Enterprise Risk Management team’s risk assessment processes.

The CISO and the Company’s Chief Technology and Operations Officer review and approve the cybersecurity assessment.

In addition, as part of their regular responsibilities, the Company’s Governance, Risk and Compliance officers within its Technology and Cybersecurity groups assess technology and cybersecurity risks by leveraging the Company’s risk framework related to technology and cybersecurity, which aligns with the Company’s enterprise risk management strategy.

On an annual basis, under the direction of the Company’s Chief Risk Officer, the Company’s Technology, Cybersecurity and Business Resiliency groups also participate in the enterprise-wide Own Risk and Solvency Assessment (“ORSA”), which outlines identified risks and describes the controls in place across the Company to address those risks.

The ORSA is reviewed with the Company’s lead regulator, the State of Connecticut Department of Insurance, which in turn performs periodic financial examinations, including a technology control assessment.

In addition, the Company regularly self-assesses against its internal policies, using its internal risk assessment process and a variety of frameworks, such as the New York Department of Financial Services Cybersecurity Requirements for Financial Services Companies, the Insurance Data Security Model Law as adopted and modified by various states and the Payment Card Industry Data Security Standard.

As the workforce, the work environment and the threat landscape continue to evolve, the Company seeks to evaluate related risks and implement appropriate controls.

Risk Management

The Company maintains cybersecurity policies and standards which align with the International Organization for Standardization (ISO) 27001 standard and the National Institute of Standards and Technology (NIST) Cybersecurity Framework.

The Company’s cybersecurity policies and standards have been developed in collaboration with groups across the enterprise, such as Legal, Compliance and each of its business segments.

The Company’s policies include, for example, Information and System Use policies for employee and non-employee system users.

These policies reinforce the data privacy and protection sections of the Company’s Code of Business Conduct and Ethics.

The Company uses technologies and tools, as appropriate, to enhance cybersecurity, such as multifactor authentication, encryption, firewalls, intrusion detection and prevention systems, endpoint detection and response, vulnerability scanning, penetration testing, patch management and identity and access management systems.

These systems are designed, implemented and maintained with the goal of identifying, assessing and managing cybersecurity risks.

In addition to its internal cybersecurity team, the Company uses internal and external auditors and, as appropriate, third-party consultants, service providers and assessors to review and test its processes.

To help manage risk from potential cybersecurity threats, as part of the annual Code of Business Conduct and Ethics training, all Company employees receive data protection and privacy training, which focuses on the need to appropriately protect and secure confidential Company information.

Additionally, the Company provides annual security awareness training that covers a broad range of security topics.

The Company also provides regular targeted training on topics such as phishing and secure application development, among others.

In addition to online training, employees are provided with cybersecurity related information through a number of different methods, including event-triggered awareness campaigns, recognition programs, security presentations, intranet articles, videos, system-generated communications, email publications and various simulation exercises.

The Company has a Security Incident Response Framework in place.

The framework is a set of coordinated procedures and tasks that the Company’s Incident Response team, under the direction of the CISO, executes with the goal of ensuring timely and effective resolution of cybersecurity incidents.

To maintain the robustness of the framework, from time-to-time the Company conducts cybersecurity tabletop testing exercises.

As part of the Company’s supplier risk management program, using a risk-based approach, the Cybersecurity team conducts formal risk assessments with respect to certain of the Company’s third-party service providers.

The assessment process addresses aspects of the service providers’ data security controls and policies.

The team also conducts reassessments of its third-party risk assessments, the frequency of which is determined based on a risk assessment and rating process.

Where appropriate, the Company seeks to incorporate contractual language with third-party service providers that includes clear terms involving the collection, use, sharing and retention of user data, as well as compliance with appropriate security terms.

To date, the Company does not believe that any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected the Company, including its business strategy, results of operations, or financial condition.

As discussed more fully under “Item 1A—Risk Factors”, the sophistication of cyber threats continues to increase, and the preventative actions the Company takes to reduce the risk of cyber incidents and protect its systems and information may be insufficient.

No matter how well designed or implemented the Company’s cybersecurity controls are, it will not be able to anticipate all security breaches, and it may not be able to implement effective preventive measures against cybersecurity breaches in a timely manner.

See “Item 1A—Risk Factors—If we experience difficulties with technology, data and network security (including as a result of cyber attacks), outsourcing relationships or cloud-based technology, our ability to conduct our business could be negatively impacted.”

Governance

The Risk Committee of the Board, consistent with its charter, reviews and discusses with management the strategies, processes and controls pertaining to the management of the Company’s information technology operations, including cyber risks and cybersecurity.

The Company leases its principal executive offices in New York, New York, as well as approximately [removed: 162] [added: 160] field and claim offices throughout the United States under leases or subleases with third parties.

The Company’s common stock is traded on the New York Stock Exchange under the symbol “TRV.” The number of holders of record of the Company’s common stock was [removed: 32,871] [added: 31,097] as of February [removed: 13, 2023.][added: 12, 2024.]

For information regarding dividends paid to shareholders in [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] and the declaration and payment of future dividends, see [removed: "Item 7—Management's] [added: “Item 7—Management’s] Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Financing [removed: Activities—Dividends."][added: Activities—Dividends.”]

[removed: ][added: ]

| | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

(2)Assumes $100 invested in common shares of The Travelers Companies, Inc. on December 31, [removed: 2017.][added: 2018.]

(3)Companies in the S&P 500 Property & Casualty Insurance Index as of December 31, [removed: 2022] [added: 2023] were the following: The Travelers Companies, Inc., Chubb Limited, Cincinnati Financial Corporation, The Progressive Corporation, The Allstate Corporation, Loews Corporation (CNA), W.R. Berkley [removed: Corporation and] [added: Corporation,] Arch Capital Group [removed: Limited.][added: Limited and The Hartford Financial Services Group, Inc. Returns of each of the companies included in this index have been weighted according to their respective market capitalizations.]

December 31, [removed: 2022,] [added: 2023,] the [removed: Company's] [added: Company’s] cumulative return to shareholders was [removed: 416%] [added: 437%] as compared to [removed: 274%] [added: 372%] for the S&P 500 Index and [removed: 294%] [added: 336%] for the S&P 500 Property & Casualty Insurance Index.

| Period Beginning | | | | | | Period Ending | | | | | | Total number of shares purchased | | | | | | [removed: Average price paid per] [added: Average price paid per] share [added: (1)] | | | | | | 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) | | |

The most recent authorization was approved by the Board of Directors on April [removed: 20, 2021] [added: 19, 2023] and added $5.0 billion of repurchase capacity to the [removed: $805 million] [added: $1.60 billion] capacity remaining at that date.

The Company acquired [removed: 6,366] [added: 5,455] shares for a total cost of approximately [removed: $1 million] [added: $907,000] during the three months ended December 31, [removed: 2022] [added: 2023] that were not part of the publicly announced share repurchase authorization.

| The Travelers Companies, Inc. | | | | | | $ | 100.00 | | | | | $ | 117.01 | | | | | $ | 123.27 | | | | | $ | 140.50 | | | | | $ | 171.99 | | | | | $ | 178.75 | |

| S&P 500 Index | | | | | | 100.00 | | | | | | 131.47 | | | | | | 155.65 | | | | | | 200.29 | | | | | | 163.98 | | | | | | 207.04 | | |

| S&P 500 Property & Casualty Insurance Index | | | | | | 100.00 | | | | | | 125.87 | | | | | | 133.84 | | | | | | 157.27 | | | | | | 186.95 | | | | | | 207.04 | | |

| Oct. 1, 2023 | | | | | | Oct. 31, 2023 | | | | | | 3,502 | | | | | | $ | 143.00 | | | | | — | | | | | | $ | 6,105 | |

| Nov. 1, 2023 | | | | | | Nov. 30, 2023 | | | | | | 1,404 | | | | | | $ | 52.02 | | | | | — | | | | | | $ | 6,105 | |

| Dec. 1, 2023 | | | | | | Dec. 31, 2023 | | | | | | 351,997 | | | | | | $ | 185.72 | | | | | 351,448 | | | | | | $ | 6,040 | |

| Total | | | | | | | | | | | | 356,903 | | | | | | $ | 184.78 | | | | | 351,448 | | | | | | $ | 6,040 | |

___________________________________________

(1)The average price paid per share includes the impact of the 1% federal excise tax imposed on share repurchase activity, net of any shares issued, as part of the Inflation Reduction Act of 2022.

During months when the value of shares issued exceeds the fair value of any shares repurchased, the reduction of the excise tax results in a reduction of the overall cost of shares repurchased.

The cost of treasury stock acquired pursuant to common share repurchases includes the 1% excise tax imposed on common share repurchase activity, net of common share issuances, as part of the Inflation Reduction Act of 2022.

| The Travelers Companies, Inc. | | | | | | $ | 100.00 | | | | | $ | 90.35 | | | | | $ | 105.72 | | | | | $ | 111.38 | | | | | $ | 126.95 | | | | | $ | 155.40 | |

| S&P 500 Index | | | | | | 100.00 | | | | | | 95.61 | | | | | | 125.70 | | | | | | 148.81 | | | | | | 191.48 | | | | | | 156.77 | | |

| S&P 500 Property & Casualty Insurance Index | | | | | | 100.00 | | | | | | 95.31 | | | | | | 119.96 | | | | | | 127.56 | | | | | | 149.89 | | | | | | 178.18 | | |

Returns of each of the companies included in this index have been weighted according to their respective market capitalizations.

| Oct. 1, 2022 | | | | | | Oct. 31, 2022 | | | | | | 463,999 | | | | | | $ | 178.21 | | | | | 460,350 | | | | | | $ | 2,423 | |

| Nov. 1, 2022 | | | | | | Nov. 30, 2022 | | | | | | 1,243,293 | | | | | | $ | 184.21 | | | | | 1,240,668 | | | | | | $ | 2,194 | |

| Dec. 1, 2022 | | | | | | Dec. 31, 2022 | | | | | | 1,013,204 | | | | | | $ | 186.94 | | | | | 1,013,112 | | | | | | $ | 2,005 | |

| Total | | | | | | | | | | | | 2,720,496 | | | | | | $ | 184.20 | | | | | 2,714,130 | | | | | | $ | 2,005 | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i4d3d94aa73a54b4ebed029a57c7ff841_163)] [added: Firm](#i9f1866ad8f73499e8b3211624c528087_166)] (KPMG LLP, New York, NY, Auditor Firm ID: 185) | | | [removed: [119](#i4d3d94aa73a54b4ebed029a57c7ff841_163)] [added: [119](#i9f1866ad8f73499e8b3211624c528087_166)] | | |

| [Statement of Income for the years ended December 31, [removed: 202](#i4d3d94aa73a54b4ebed029a57c7ff841_166)[2](#i4d3d94aa73a54b4ebed029a57c7ff841_166)[, 202](#i4d3d94aa73a54b4ebed029a57c7ff841_166)[1](#i4d3d94aa73a54b4ebed029a57c7ff841_166) [and](#i4d3d94aa73a54b4ebed029a57c7ff841_166) [20](#i4d3d94aa73a54b4ebed029a57c7ff841_166)[20](#i4d3d94aa73a54b4ebed029a57c7ff841_166)] [added: 202](#i9f1866ad8f73499e8b3211624c528087_169)[3](#i9f1866ad8f73499e8b3211624c528087_169)[, 202](#i9f1866ad8f73499e8b3211624c528087_169)[2](#i9f1866ad8f73499e8b3211624c528087_169) [and 2](#i9f1866ad8f73499e8b3211624c528087_169)[021](#i9f1866ad8f73499e8b3211624c528087_169)] | | | [removed: [121](#i4d3d94aa73a54b4ebed029a57c7ff841_166)] [added: [121](#i9f1866ad8f73499e8b3211624c528087_169)] | | |

| [Statement of Comprehensive [removed: Income](#i4d3d94aa73a54b4ebed029a57c7ff841_169) [(Loss)](#i4d3d94aa73a54b4ebed029a57c7ff841_169) [for] [added: Income (Loss) for] the years ended December [removed: 31,](#i4d3d94aa73a54b4ebed029a57c7ff841_169) [2022,](#i4d3d94aa73a54b4ebed029a57c7ff841_169) [2021](#i4d3d94aa73a54b4ebed029a57c7ff841_169) [and](#i4d3d94aa73a54b4ebed029a57c7ff841_169) [2020](#i4d3d94aa73a54b4ebed029a57c7ff841_169)] [added: 31, 202](#i9f1866ad8f73499e8b3211624c528087_172)[3](#i9f1866ad8f73499e8b3211624c528087_172)[, 202](#i9f1866ad8f73499e8b3211624c528087_172)[2](#i9f1866ad8f73499e8b3211624c528087_172) [and 202](#i9f1866ad8f73499e8b3211624c528087_172)[1](#i9f1866ad8f73499e8b3211624c528087_172)] | | | [removed: [122](#i4d3d94aa73a54b4ebed029a57c7ff841_169)] [added: [122](#i9f1866ad8f73499e8b3211624c528087_172)] | | |

| [Balance Sheet at December [removed: 31,](#i4d3d94aa73a54b4ebed029a57c7ff841_172) [2022 and](#i4d3d94aa73a54b4ebed029a57c7ff841_172) [2021](#i4d3d94aa73a54b4ebed029a57c7ff841_172)] [added: 31, 202](#i9f1866ad8f73499e8b3211624c528087_175)[3](#i9f1866ad8f73499e8b3211624c528087_175) [and 202](#i9f1866ad8f73499e8b3211624c528087_175)[2](#i9f1866ad8f73499e8b3211624c528087_175)] | | | [removed: [123](#i4d3d94aa73a54b4ebed029a57c7ff841_172)] [added: [123](#i9f1866ad8f73499e8b3211624c528087_175)] | | |

| [Statement of Changes in Shareholders’ Equity for the years ended December [removed: 31,](#i4d3d94aa73a54b4ebed029a57c7ff841_175) [2022,](#i4d3d94aa73a54b4ebed029a57c7ff841_175) [2021](#i4d3d94aa73a54b4ebed029a57c7ff841_175) [and](#i4d3d94aa73a54b4ebed029a57c7ff841_175) [2020](#i4d3d94aa73a54b4ebed029a57c7ff841_175)] [added: 31, 202](#i9f1866ad8f73499e8b3211624c528087_178)[3](#i9f1866ad8f73499e8b3211624c528087_178)[, 202](#i9f1866ad8f73499e8b3211624c528087_178)[2](#i9f1866ad8f73499e8b3211624c528087_178) [and 202](#i9f1866ad8f73499e8b3211624c528087_178)[1](#i9f1866ad8f73499e8b3211624c528087_178)] | | | [removed: [124](#i4d3d94aa73a54b4ebed029a57c7ff841_175)] [added: [124](#i9f1866ad8f73499e8b3211624c528087_178)] | | |

| [Statement of Cash Flows for the years ended December [removed: 31,](#i4d3d94aa73a54b4ebed029a57c7ff841_178) [2022,](#i4d3d94aa73a54b4ebed029a57c7ff841_178) [2021](#i4d3d94aa73a54b4ebed029a57c7ff841_178) [and](#i4d3d94aa73a54b4ebed029a57c7ff841_178) [2020](#i4d3d94aa73a54b4ebed029a57c7ff841_178)] [added: 31, 202](#i9f1866ad8f73499e8b3211624c528087_181)[3](#i9f1866ad8f73499e8b3211624c528087_181)[, 202](#i9f1866ad8f73499e8b3211624c528087_181)[2](#i9f1866ad8f73499e8b3211624c528087_181) [and 202](#i9f1866ad8f73499e8b3211624c528087_181)[1](#i9f1866ad8f73499e8b3211624c528087_181)] | | | [removed: [125](#i4d3d94aa73a54b4ebed029a57c7ff841_178)] [added: [125](#i9f1866ad8f73499e8b3211624c528087_181)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i4d3d94aa73a54b4ebed029a57c7ff841_181)] [added: Statements](#i9f1866ad8f73499e8b3211624c528087_184)] | | | [removed: [126](#i4d3d94aa73a54b4ebed029a57c7ff841_181)] [added: [126](#i9f1866ad8f73499e8b3211624c528087_184)] | | |

| Schedule II - Condensed Financial Information of Registrant (Parent Company Only) | | | [removed: [214](#i4d3d94aa73a54b4ebed029a57c7ff841_301)] [added: [212](#i9f1866ad8f73499e8b3211624c528087_304)] | | |

| Schedule III - Supplementary Insurance Information | | | [removed: [219](#i4d3d94aa73a54b4ebed029a57c7ff841_319)] [added: [217](#i9f1866ad8f73499e8b3211624c528087_322)] | | |

| Schedule V - Valuation and Qualifying Accounts | | | [removed: [220](#i4d3d94aa73a54b4ebed029a57c7ff841_325)] [added: [218](#i9f1866ad8f73499e8b3211624c528087_328)] | | |

| Schedule VI - Supplementary Information Concerning Property-Casualty Insurance Operations | | | [removed: [221](#i4d3d94aa73a54b4ebed029a57c7ff841_331)] [added: [219](#i9f1866ad8f73499e8b3211624c528087_334)] | | |

We have audited the accompanying consolidated balance sheet of The Travelers Companies, Inc. and subsidiaries (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income, comprehensive income (loss), changes in shareholders’ equity, and cash flows for each of the years in the three‑year period ended December 31, [removed: 2022,] [added: 2023,] and the related notes and financial statement schedules as listed in the accompanying index to consolidated financial statements and schedules (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, [removed: 2022,] [added: 2023,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control*—*Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 16, 2023] [added: 15, 2024] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

The [removed: Company's] [added: Company’s] claims and claim adjustment expense reserves balance at December 31, [removed: 2022] [added: 2023] was [removed: $58.6] [added: $61.6] billion.

[removed: February 16, 2023][added: | 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| For the year ended December 31, | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Premiums | | | | | | $ | [removed: 33,763] [added: 37,761] | | | | | $ | [removed: 30,855] [added: 33,763] | | | | | $ | [removed: 29,044] [added: 30,855] | |

| Net investment income | | | | | | [removed: 2,562] [added: 2,922] | | | | | | [removed: 3,033] [added: 2,562] | | | | | | [removed: 2,227] [added: 3,033] | | |

| Fee income | | | | | | [removed: 412] [added: 433] | | | | | | [removed: 402] [added: 412] | | | | | | [removed: 429] [added: 402] | | |

| Net realized investment gains (losses) | | | | | | [removed: (204)] [added: (105)] | | | | | | [removed: 171] [added: (204)] | | | | | | [removed: 2] [added: 171] | | |

| Other revenues | | | | | | [removed: 351] [added: 353] | | | | | | [removed: 355] [added: 351] | | | | | | [removed: 279] [added: 355] | | |

| Total revenues | | | | | | [removed: 36,884] [added: 41,364] | | | | | | [removed: 34,816] [added: 36,884] | | | | | | [removed: 31,981] [added: 34,816] | | |

| Claims and claim adjustment expenses | | | | | | [removed: 22,854] [added: 26,215] | | | | | | [removed: 20,298] [added: 22,854] | | | | | | [removed: 19,123] [added: 20,298] | | |

| Amortization of deferred acquisition costs | | | | | | [removed: 5,515] [added: 6,226] | | | | | | [removed: 5,043] [added: 5,515] | | | | | | [removed: 4,773] [added: 5,043] | | |

| General and administrative expenses | | | | | | [removed: 4,810] [added: 5,176] | | | | | | [removed: 4,677] [added: 4,810] | | | | | | [removed: 4,509] [added: 4,677] | | |

| Interest expense | | | | | | [removed: 351] [added: 376] | | | | | | [removed: 340] [added: 351] | | | | | | [removed: 339] [added: 340] | | |

| Total claims and expenses | | | | | | [removed: 33,530] [added: 37,993] | | | | | | [removed: 30,358] [added: 33,530] | | | | | | [removed: 28,744] [added: 30,358] | | |

| Income before income taxes | | | | | | [removed: 3,354] [added: 3,371] | | | | | | [removed: 4,458] [added: 3,354] | | | | | | [removed: 3,237] [added: 4,458] | | |

| Income tax expense | | | | | | [removed: 512] [added: 380] | | | | | | [removed: 796] [added: 512] | | | | | | [removed: 540] [added: 796] | | |

| Net income | | | | | | $ | [removed: 2,842] [added: 2,991] | | | | | $ | [removed: 3,662] [added: 2,842] | | | | | $ | [removed: 2,697] [added: 3,662] | |

| Basic | | | | | | $ | [removed: 11.91] [added: 12.93] | | | | | $ | [removed: 14.63] [added: 11.91] | | | | | $ | [removed: 10.56] [added: 14.63] | |

| Diluted | | | | | | $ | [removed: 11.77] [added: 12.79] | | | | | $ | [removed: 14.49] [added: 11.77] | | | | | $ | [removed: 10.52] [added: 14.49] | |

| Basic | | | | | | [removed: 237.0] [added: 229.7] | | | | | | [removed: 248.5] [added: 237.0] | | | | | | [removed: 253.5] [added: 248.5] | | |

| Diluted | | | | | | [removed: 239.7] [added: 232.2] | | | | | | [removed: 250.8] [added: 239.7] | | | | | | [removed: 254.6] [added: 250.8] | | |

| Having no credit losses recognized in the consolidated statement of income | | | | | | [removed: (9,276)] [added: 2,249] | | | | | | [removed: (2,115)] [added: (9,276)] | | | | | | [removed: 2,331] [added: (2,115)] | | |

| Having credit losses recognized in the consolidated statement of income | | | | | | [removed: (4)] [added: 1] | | | | | | [removed: —] [added: (4)] | | | | | | [removed: (9)] [added: —] | | |

| Net changes in benefit plan assets and obligations | | | | | | [removed: (87)] [added: 106] | | | | | | [removed: 455] [added: (87)] | | | | | | [removed: 18] [added: 455] | | |

| Net changes in unrealized foreign currency translation | | | | | | [removed: (273)] [added: 138] | | | | | | [removed: (11)] [added: (273)] | | | | | | [removed: 12] [added: (11)] | | |

| Other comprehensive income (loss) before income taxes | | | | | | [removed: (9,640)] [added: 2,494] | | | | | | [removed: (1,671)] [added: (9,640)] | | | | | | [removed: 2,352] [added: (1,671)] | | |

| For the year ended December 31, | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| Net income | | | | | | $ | 2,991 | | | | | $ | 2,842 | | | | | $ | 3,662 | |

| Amortization of deferred acquisition costs | | | | | | 6,226 | | | | | | 5,515 | | | | | | 5,043 | | |

| Treasury stock acquired — share repurchase authorizations | | | | | | (958) | | | | | | (2,000) | | | | | | (2,156) | | |

To the extent that the Company changes its accounting for or presentation of items in the financial statements, the presentation of such amounts in prior periods is changed to conform to the current period presentation, if appropriate, and a disclosure is provided, if material.

On November 3, 2023, the Company announced an agreement to acquire Corvus Insurance Holdings, Inc. (Corvus), a cyber insurance managing general underwriter.

On January 2, 2024, the Company completed its acquisition of all issued and outstanding shares of Corvus for consideration transferred of approximately $426 million.

The Company funded this transaction from internal resources.

The private equity and real estate partnerships provide financial

National Accounts also offers insurance-related services, such as claims administration, risk management, loss control and risk management information services through Constitution State Services LLC, a wholly-owned subsidiary of the Company.

| Premiums | | | | | | $ | 19,144 | | | | | $ | 3,655 | | | | | $ | 14,962 | | | | | $ | 37,761 | |

| Net investment income | | | | | | 2,085 | | | | | | 328 | | | | | | 509 | | | | | | 2,922 | | |

| Fee income | | | | | | 400 | | | | | | — | | | | | | 33 | | | | | | 433 | | |

| Other revenues | | | | | | 232 | | | | | | 25 | | | | | | 96 | | | | | | 353 | | |

| Total segment revenues (1) | | | | | | $ | 21,861 | | | | | $ | 4,008 | | | | | $ | 15,600 | | | | | $ | 41,469 | |

| Amortization and depreciation | | | | | | $ | 3,640 | | | | | $ | 744 | | | | | $ | 2,558 | | | | | $ | 6,942 | |

| Income tax expense (benefit) | | | | | | 368 | | | | | | 227 | | | | | | (103) | | | | | | 492 | | |

| Segment income (loss) (1) | | | | | | 2,583 | | | | | | 942 | | | | | | (128) | | | | | | 3,397 | | |

| Fee income | | | | | | 433 | | | | | | 412 | | | | | | 402 | | |

| Other revenues | | | | | | 353 | | | | | | 351 | | | | | | 355 | | |

| Net realized investment gains (losses) | | | | | | (105) | | | | | | (204) | | | | | | 171 | | |

| Net income | | | | | | $ | 2,991 | | | | | $ | 2,842 | | | | | $ | 3,662 | |

| (for the year ended December 31, in millions) | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| Local general obligation | | | | | | 18,374 | | | | | | — | | | | | | 90 | | | | | | 1,265 | | | | | | 17,199 | | |

| Revenue | | | | | | 9,748 | | | | | | — | | | | | | 52 | | | | | | 616 | | | | | | 9,184 | | |

| Pre-refunded | | | | | | 963 | | | | | | — | | | | | | 5 | | | | | | 2 | | | | | | 966 | | |

| Total | | | | | | $ | 81,781 | | | | | $ | 5 | | | | | $ | 471 | | | | | $ | 4,440 | | | | | $ | 77,807 | |

| | | | | | | 73,907 | | | | | | 69,989 | | |

| Total | | | | | | $ | 81,781 | | | | | $ | 77,807 | |

| Common stock | | | | | | $ | 508 | | | | | $ | 93 | | | | | $ | 41 | | | | | $ | 560 | |

| Total | | | | | | $ | 553 | | | | | $ | 96 | | | | | $ | 41 | | | | | $ | 608 | |

| U.S. Treasury securities and obligations of U.S. government and government agencies and authorities | | | | | | $ | 1,864 | | | | | $ | 7 | | | | | $ | 2,985 | | | | | $ | 224 | | | | | $ | 4,849 | | | | | $ | 231 | |

| Obligations of U.S. states, municipalities and political subdivisions | | | | | | 3,868 | | | | | | 31 | | | | | | 14,351 | | | | | | 1,911 | | | | | | 18,219 | | | | | | 1,942 | | |

| Debt securities issued by foreign governments | | | | | | 30 | | | | | | — | | | | | | 763 | | | | | | 31 | | | | | | 793 | | | | | | 31 | | |

| Mortgage-backed securities, collateralized mortgage obligations and pass-through securities | | | | | | 1,215 | | | | | | 9 | | | | | | 1,433 | | | | | | 167 | | | | | | 2,648 | | | | | | 176 | | |

| Corporate and all other bonds | | | | | | 1,016 | | | | | | 9 | | | | | | 26,444 | | | | | | 2,051 | | | | | | 27,460 | | | | | | 2,060 | | |

| Total | | | | | | $ | 7,993 | | | | | $ | 56 | | | | | $ | 45,976 | | | | | $ | 4,384 | | | | | $ | 53,969 | | | | | $ | 4,440 | |

| (at December 31, 2023, in millions) | | | | | | 3 months or less | | | | | | Greater than 3 months, 6 months or less | | | | | | Greater than 6 months, 12 months or less | | | | | | Greater than 12 months | | | | | | Total | | |

| Total | | | | | | $ | 1 | | | | | $ | 5 | | | | | $ | 53 | | | | | $ | 667 | | | | | $ | 726 | |

| | | | | | | Period For Which Fair Value is Less Than 80% of Amortized Cost | | | | | | | | | | | | | | | | | | | | | | | | | | |

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

| Deferred taxes | | | | | | — | | | | | | 289 | | |

| Cumulative effect of adoption of updated accounting guidance for credit losses at January 1, 2020 | | | | | | — | | | | | | — | | | | | | (43) | | |

| Payment of debt | | | | | | — | | | | | | — | | | | | | (500) | | |

Certain reclassifications have been made to the 2021 and 2020 financial statements to conform to the 2022 presentation.

Adoption of Accounting Standards

*Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments*

In June 2016, the Financial Accounting Standards Board (FASB) issued updated guidance for the accounting for credit losses for financial instruments.

The updated guidance applies a new credit loss model (current expected credit losses or CECL) for determining credit-related impairments for financial instruments measured at amortized cost (including reinsurance recoverables and structured settlements that are recorded as part of reinsurance recoverables) and requires an entity to estimate the credit losses expected over the life of an exposure or pool of exposures.

The estimate of expected credit losses should consider historical information, current information, as well as reasonable and supportable forecasts, including estimates of prepayments.

The expected credit losses, and subsequent adjustments to such losses, are recorded through an allowance account that is deducted from the amortized cost basis of the financial asset, with the net carrying value of the financial asset presented on the consolidated balance sheet at the amount expected to be collected.

The updated guidance also amends the previous other-than-temporary impairment model for available-for-sale debt securities by requiring the recognition of impairments relating to credit losses through an allowance account and limits the amount of credit loss to the difference between a security’s amortized cost basis and its fair value.

In addition, the length of time a security has been in an unrealized loss position will no longer impact the determination of whether a credit loss exists.

The Company adopted the updated guidance for the quarter ended March 31, 2020.

For available-for-sale debt securities, the updated guidance was applied prospectively.

For financial instruments measured at amortized cost, the updated guidance was applied by a cumulative effect adjustment to the opening balance of retained earnings as of January 1, 2020, the beginning of the period of adoption.

The adoption of this guidance resulted in the recognition of an after-tax cumulative effect adjustment of $43 million to reflect the impact of recognizing expected credit losses, as compared to incurred credit losses recognized under the previous guidance.

This adjustment is primarily associated with structured settlements that are recorded as part of reinsurance recoverables.

The cumulative effect adjustment decreased retained earnings as of January 1, 2020 and increased the allowance for estimated uncollectible reinsurance.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Beginning on January 1, 2020, credit losses are recognized through an allowance account.

See note 1 - *Adoption of Accounting Standards - Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments* for additional information.

other relevant factors.

However, the impact of extended payment terms and non-cancellation concessions granted to customers as a result of COVID-19 and related economic conditions is also considered in the Company's evaluation of the allowance.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Premiums | | | | | | $ | 15,294 | | | | | $ | 2,823 | | | | | $ | 10,927 | | | | | $ | 29,044 | |

| Fee income | | | | | | 405 | | | | | | — | | | | | | 24 | | | | | | 429 | | |

| Other revenues | | | | | | 176 | | | | | | 27 | | | | | | 76 | | | | | | 279 | | |

| Total segment revenues (1) | | | | | | $ | 17,508 | | | | | $ | 3,063 | | | | | $ | 11,408 | | | | | $ | 31,979 | |

| Amortization and depreciation | | | | | | $ | 3,069 | | | | | $ | 579 | | | | | $ | 1,908 | | | | | $ | 5,556 | |

| Income tax expense | | | | | | 213 | | | | | | 107 | | | | | | 308 | | | | | | 628 | | |

| Segment income (1) | | | | | | 1,309 | | | | | | 473 | | | | | | 1,195 | | | | | | 2,977 | | |

| Local general obligation | | | | | | 18,668 | | | | | | — | | | | | | 1,045 | | | | | | 46 | | | | | | 19,667 | | |

| Revenue | | | | | | 11,274 | | | | | | — | | | | | | 693 | | | | | | 27 | | | | | | 11,940 | | |

| Pre-refunded | | | | | | 3,825 | | | | | | — | | | | | | 207 | | | | | | — | | | | | | 4,032 | | |

| Total | | | | | | $ | 74,751 | | | | | $ | 3 | | | | | $ | 3,356 | | | | | $ | 294 | | | | | $ | 77,810 | |

| | | | | | | 75,202 | | | | | | 69,169 | | |

| Common stock | | | | | | $ | 694 | | | | | $ | 137 | | | | | $ | 4 | | | | | $ | 827 | |

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 December 31, [removed: 2022.][added: 2023.]

Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, [removed: 2022,] [added: 2023,] the design and operation of the Company’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

In addition, there was no change in the [removed: Company's] [added: 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 December 31, [removed: 2022] [added: 2023] that has materially affected, or is reasonably likely to materially affect, the [removed: Company's] [added: Company’s] internal control over financial reporting.

Management has assessed the Company’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

Based upon its assessment, management has concluded that the Company’s internal control over financial reporting was effective at December 31, [removed: 2022,] [added: 2023,] and that there were no material weaknesses in the Company’s internal control over financial reporting as of that date.

We have audited The Travelers Companies, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income, comprehensive [removed: income,] [added: income (loss),] changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2022,] [added: 2023,] and the related notes and financial statement schedules as listed in the index to consolidated financial statements and schedules (collectively, the consolidated financial statements), and our report dated February [removed: 16, 2023] [added: 15, 2024] expressed an unqualified opinion on those consolidated financial statements.

February 15, 2024

February 16, 2023

During the three months ended December 31, 2023, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).

*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 8, 2022.

From time to time, some of the Company’s executives 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.

As of the date of this report, none of the Company's "named executive officers" (i.e. an executive officer included in the compensation disclosures in the Company's most recent proxy statement) has entered into a Rule 10b5-1 trading plan that remains in effect.

Set forth below is information concerning the Company’s executive officers as of February [removed: 16, 2023.][added: 15, 2024.]

| Alan D. Schnitzer | | | | | | [removed: 57] [added: 58] | | | | | | Chairman of the Board of Directors and Chief Executive Officer | | |

| William H. Heyman | | | | | | [removed: 74] [added: 75] | | | | | | Vice Chairman and Chairman of the Investment Policy Committee | | |

| Avrohom J. Kess | | | | | | [removed: 54] [added: 55] | | | | | | Vice Chairman and Chief Legal Officer | | |

| Daniel S. Frey | | | | | | [removed: 58] [added: 59] | | | | | | Executive Vice President and Chief Financial Officer | | |

| Andy F. Bessette | | | | | | [removed: 69] [added: 70] | | | | | | Executive Vice President and Chief Administrative Officer | | |

| Michael F. Klein | | | | | | [removed: 55] [added: 56] | | | | | | Executive Vice President and President, Personal Insurance | | |

| Jeffrey P. Klenk | | | | | | [removed: 53] [added: 54] | | | | | | Executive Vice President and President, Bond & Specialty Insurance | | |

| Diane Kurtzman | | | | | | [removed: 53] [added: 54] | | | | | | Executive Vice President and Chief Human Resources Officer | | |

| Mojgan M. Lefebvre | | | | | | [removed: 57] [added: 58] | | | | | | Executive Vice President and Chief Technology & Operations Officer | | |

| Maria Olivo | | | | | | [removed: 58] [added: 59] | | | | | | Executive Vice President, Strategic Development and President, International | | |

| David D. Rowland | | | | | | [removed: 57] [added: 58] | | | | | | Executive Vice President and Co-Chief Investment Officer | | |

| Gregory C. Toczydlowski | | | | | | [removed: 56] [added: 57] | | | | | | Executive Vice President and President, Business Insurance | | |

| Daniel T.H. Yin | | | | | | [removed: 57] [added: 58] | | | | | | Executive Vice President and Co-Chief Investment Officer | | |

Schnitzer, [removed: 57,] [added: 58,] has been Chairman of the Board of Directors since August 2017 and Chief Executive Officer and Director since December 2015.

Heyman, [removed: 74,] [added: 75,] has been Vice Chairman and Chairman of the Investment Policy Committee since August 2019.

[added: Prior to joining] Citigroup in 1995, Mr. Heyman was, successively: a managing director of Salomon Brothers; Director of the Division of Market Regulation of the U.S. Securities and Exchange Commission; and a managing director of Smith Barney.

Kess, [removed: 54,] [added: 55,] has been Vice Chairman and Chief Legal Officer since December 2016.

Frey, [removed: 58,] [added: 59,] has been Executive Vice President and Chief Financial Officer since September 2018.

[removed: Mr. Frey has held various financial management roles since joining a predecessor to the Company in 2003, including Senior Vice President and] Chief Financial Officer, Personal Insurance from September 2014, Senior Vice President Finance, Business Insurance from August 2010 and Senior Vice President and Chief Financial Officer, Claim Services from June 2006.

Bessette, [removed: 69,] [added: 70,] has been Executive Vice President and Chief Administrative Officer since January 2002.

Klein, [removed: 55,] [added: 56,] has been Executive Vice President and President, Personal Insurance since July 2015, and was also Head of Enterprise Business Intelligence & Analytics from May 2016 to May 2018.

Klenk, [removed: 53,] [added: 54,] has been Executive Vice President and President, Bond & Specialty Insurance since September 2021.

Diane Kurtzman, [removed: 53,] [added: 54,] has been Executive Vice President and Chief Human Resources Officer since August 2020.

Lefebvre, [removed: 57,] [added: 58,] has been Executive Vice President and Chief Technology & Operations Officer since May 2019.

Maria Olivo, [removed: 58,] [added: 59,] has been Executive Vice President, Strategic Development and President, International since October 2018.

Rowland, [removed: 57,] [added: 58,] has been Executive Vice President and Co-Chief Investment Officer since August 2019.

Toczydlowski, [removed: 56,] [added: 57,] has been Executive Vice President and President, Business Insurance since June 2016.

Daniel T.H. Yin, [removed: 57,] [added: 58,] has been Executive Vice President and Co-Chief Investment Officer since August 2019.

The Code of Ethics is available on the Corporate Governance page of the Company’s website at [removed: *www.travelers.com*.][added: *travelers.com*.]

The following sections of the Company’s definitive Proxy Statement relating to its [removed: 2023] [added: 2024] Annual Meeting of Shareholders, which will be filed with the SEC no later than 120 days after the end of the Company’s fiscal year on December 31, [removed: 2022] [added: 2023] (the Proxy Statement), are incorporated herein by reference: “Nominees for Election of Directors,” “Governance of Your Company - Specific Considerations Regarding the [removed: 2023] [added: 2024] Nominees,” “Governance of Your Company - Committees of the Board and Meetings - Audit Committee,” “Share Ownership Information - Delinquent Section 16(a) Reports” and “Other Information - Shareholder Proposals for [removed: 2024] [added: 2025] Annual Meeting” to the extent applicable.

Mr. Frey has held various financial management roles since joining a predecessor to the Company in 2003, including Senior Vice President and

Prior to joining

The following sections of the Proxy Statement are incorporated herein by reference: “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Summary Compensation Table,” “Grants of Plan-Based Awards in [removed: 2022,”] [added: 2023,”] “Narrative Supplement to Summary Compensation Table and Grants of Plan-Based Awards in [removed: 2022,”] [added: 2023,”] “Option Exercises and Stock Vested in [removed: 2022,”] [added: 2023,”] “Outstanding Equity Awards at December 31, [removed: 2022,”] [added: 2023,”] “Post-Employment Compensation,” “Potential Payments to Named Executive Officers Upon Termination of Employment or Change in Control,” “Non-Employee Director Compensation,” “Governance of Your Company - Risk Management and Compensation” and “CEO Pay Ratio.”

The following table sets forth information as of December 31, [removed: 2022] [added: 2023] regarding the Company’s equity compensation plans.

The only plan pursuant to which the Company may currently make additional equity grants is The Travelers Companies, Inc. [removed: Amended and Restated 2014] [added: 2023] Stock Incentive Plan (the [removed: 2014] [added: 2023] Incentive Plan).

| Equity compensation plans approved by security holders (1) | | | | | | [removed: 11,527,414] [added: 11,323,410] | | | (2) | | | [removed: $134.52 per share] [added: $] | [added: 141.41] | [added: per share] | (3) | | | [removed: 7,358,850] [added: 5,830,724] | | | (4) | | |

(1)In addition to the [removed: 2014] [added: 2023] Incentive Plan, also included are The Travelers Companies, Inc. Amended and Restated [added: 2014 Stock Incentive Plan, as amended (the 2014 Incentive Plan), which was replaced by the 2023 Incentive Plan and The Travelers Companies, Inc. Amended and Restated] 2004 Stock Incentive Plan, as amended (the 2004 Incentive Plan), which was replaced by the 2014 Incentive Plan, and certain plans for employees in the United Kingdom and the Republic of Ireland and The Travelers Deferred Compensation Plan for Non-Employee Directors.

Shares delivered under these plans are issued pursuant to the 2004 Incentive [added: Plan, the 2014 Incentive] Plan and the [removed: 2014] [added: 2023] Incentive Plan.

[removed: (2)Total includes (i) 8,665,954 stock options, (ii) 1,056,677 performance shares] and dividend equivalents accrued thereon [removed: (assuming issuance of 100% of performance shares granted), (iii) 1,523,527 restricted stock units, (iv) 260,778 director deferred stock awards] and [removed: dividend equivalents accrued thereon and] (v) [removed: 20,478] [added: 18,485] common stock units credited to the deferred compensation accounts of certain non-employee directors in lieu of cash compensation, at the election of such directors.

(3)The weighted average exercise prices for [removed: both] the 2004 Incentive [added: Plan, the 2014 Incentive] Plan and the [removed: 2014] [added: 2023] Incentive Plan relate only to stock options.

(4)These shares are available for grant as of December 31, [removed: 2022] [added: 2023] under the [removed: 2014] [added: 2023] Incentive Plan pursuant to which the Compensation Committee of the Board of Directors may make various stock-based awards including nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock, deferred stock units, performance awards and other stock-based or stock-denominated awards with respect to the Company’s common stock.

This includes [removed: 10 million] [added: 5,789,184] shares initially authorized for issuance under the [removed: 2014] [added: 2023] Incentive Plan and [removed: an additional 2.4 million shares, 3.1 million shares, 2.5 million] shares [removed: and 4.4 million shares authorized by shareholders in May 2021, May 2019, May 2017 and May 2016, respectively, and shares] subject to awards under the [removed: 2004 Incentive Plan and the] 2014 Incentive Plan that expired, were cancelled, forfeited, settled in cash or otherwise terminated without the issuance of shares.

(2)Total includes (i) 8,528,345 stock options, (ii) 1,005,618 performance shares and dividend equivalents accrued thereon (assuming issuance of 100% of performance shares granted), (iii) 1,499,818 restricted stock units, (iv) 271,144 director deferred stock awards

See Index to Consolidated Financial Statements and Schedules on page [removed: 119] [added: [118](#i9f1866ad8f73499e8b3211624c528087_163)] hereof.

| 3.2 | | | | | | [Bylaws of The Travelers Companies, Inc. as Amended and [removed: Restated](http://www.sec.gov/Archives/edgar/data/86312/000110465922126068/tm2232336d1_ex3-2.htm) [December] [added: Restated December] 7, 2022, were filed as Exhibit 3.2 to the [removed: Company's] [added: Company’s] current report on Form 8-K filed on December 12, [removed: 2022](http://www.sec.gov/Archives/edgar/data/86312/000110465922126068/tm2232336d1_ex3-2.htm)[,] [added: 2022,] and are incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/86312/000110465922126068/tm2232336d1_ex3-2.htm) | | |

| 10.1 | | | | | | [Revolving Credit Agreement, dated [removed: June](http://www.sec.gov/ix?doc=/Archives/edgar/data/0000086312/000110465922072407/tm2218448d1_8k.htm) [15](http://www.sec.gov/ix?doc=/Archives/edgar/data/0000086312/000110465922072407/tm2218448d1_8k.htm)[, 20](http://www.sec.gov/ix?doc=/Archives/edgar/data/0000086312/000110465922072407/tm2218448d1_8k.htm)[22](http://www.sec.gov/ix?doc=/Archives/edgar/data/0000086312/000110465922072407/tm2218448d1_8k.htm)[,] [added: June 15, 2022,] between the Company and a syndicate of financial institutions, was filed as Exhibit 10.1 to the [removed: Company's] [added: Company’s] current report on Form 8-K filed on [removed: June](http://www.sec.gov/ix?doc=/Archives/edgar/data/0000086312/000110465922072407/tm2218448d1_8k.htm) [17](http://www.sec.gov/ix?doc=/Archives/edgar/data/0000086312/000110465922072407/tm2218448d1_8k.htm)[,](http://www.sec.gov/ix?doc=/Archives/edgar/data/0000086312/000110465922072407/tm2218448d1_8k.htm) [2](http://www.sec.gov/ix?doc=/Archives/edgar/data/0000086312/000110465922072407/tm2218448d1_8k.htm)[0](http://www.sec.gov/ix?doc=/Archives/edgar/data/0000086312/000110465922072407/tm2218448d1_8k.htm)[22](http://www.sec.gov/ix?doc=/Archives/edgar/data/0000086312/000110465922072407/tm2218448d1_8k.htm)[,] [added: June 17, 2022,] and is incorporated herein by reference.](http://www.sec.gov/ix?doc=/Archives/edgar/data/0000086312/000110465922072407/tm2218448d1_8k.htm) | | |

| [removed: 10.7*] [added: 10.8*] | | | | | | [The Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan was filed as Exhibit 10.1 to the [removed: Company's] [added: Company’s] current report on Form 8-K filed on May 25, 2021, and is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000086312/000110465921071827/tm2117448d1_ex10-1.htm) | | |

| [removed: 10.8*] [added: 10.9*] | | | | | | [The Travelers Companies, Inc. Amended and Restated 2004 Stock Incentive Plan was filed as Exhibit 10.28 to the [removed: Company's] [added: Company’s] annual report on Form 10-K for the fiscal year ended December 31, 2008, and is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/86312/000104746909001591/a2190694zex-10_28.htm) | | |

| [removed: 10.9*] [added: 10.10*] | | | | | | [Amendment to The Travelers Companies, Inc. Amended and Restated 2004 Stock Incentive Plan was filed as Exhibit 10.7 to the [removed: Company's] [added: Company’s] annual report on Form 10-K for the fiscal year ended December 31, 2012, and is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/86312/000104746913001211/a2212764zex-10_7.htm) | | |

| [removed: 10.10*] [added: 10.11*] | | | | | | [Travelers Property Casualty Corp. (“TPC”) 2002 Stock Incentive Plan, as amended effective January 23, 2003, was filed as Exhibit 10.22 to [removed: TPC's] [added: TPC’s] annual report on Form 10-K for the fiscal year ended December 31, 2002, and is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/919482/000095012303002429/y82392exv10w22.txt) | | |

| [removed: 10.11*] [added: 10.12*] | | | | | | [Amendment to the TPC 2002 Stock Incentive Plan, as amended effective January 23, 2003, was filed as Exhibit 10.9 to the [removed: Company's] [added: Company’s] annual report on Form 10-K for the fiscal year ended December 31, 2012, and is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/86312/000104746913001211/a2212764zex-10_9.htm) | | |

| [removed: 10.12*] [added: 10.13*] | | | | | | [Current Director Compensation Program, effective as of May [removed: 20, 2021,] [added: 2](http://www.sec.gov/Archives/edgar/data/86312/000008631223000053/trv-6202023xex10210q.htm)[4](http://www.sec.gov/Archives/edgar/data/86312/000008631223000053/trv-6202023xex10210q.htm)[, 202](http://www.sec.gov/Archives/edgar/data/86312/000008631223000053/trv-6202023xex10210q.htm)[3](http://www.sec.gov/Archives/edgar/data/86312/000008631223000053/trv-6202023xex10210q.htm)[,] was filed as Exhibit 10.2 to the [removed: Company's] [added: Company’s] quarterly report on Form 10-Q for the fiscal quarter ended June 30, [removed: 2021,] [added: 202](http://www.sec.gov/Archives/edgar/data/86312/000008631223000053/trv-6202023xex10210q.htm)[3](http://www.sec.gov/Archives/edgar/data/86312/000008631223000053/trv-6202023xex10210q.htm)[,] and is incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/86312/000008631221000034/trv-6302021xex10210q.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/86312/000008631223000053/trv-6202023xex10210q.htm)] | | |

| [removed: 10.13*] [added: 10.14*] | | | | | | [The [removed: Company's] [added: Company’s] Amended and Restated Deferred Compensation Plan for Non-Employee Directors was filed as Exhibit [removed: 10.29 to] [added: 10.](http://www.sec.gov/Archives/edgar/data/86312/000008631223000063/trv-9302023xex10110q.htm)[1](http://www.sec.gov/Archives/edgar/data/86312/000008631223000063/trv-9302023xex10110q.htm) [to] the [removed: Company's annual report] [added: Company’s](http://www.sec.gov/Archives/edgar/data/86312/000008631223000063/trv-9302023xex10110q.htm) [quarterly](http://www.sec.gov/Archives/edgar/data/86312/000008631223000063/trv-9302023xex10110q.htm) [report] on Form [removed: 10-K for] [added: 10-](http://www.sec.gov/Archives/edgar/data/86312/000008631223000063/trv-9302023xex10110q.htm)[Q](http://www.sec.gov/Archives/edgar/data/86312/000008631223000063/trv-9302023xex10110q.htm) [for] the [removed: fiscal year ended December 31, 2008,] [added: fiscal](http://www.sec.gov/Archives/edgar/data/86312/000008631223000063/trv-9302023xex10110q.htm) [quarter](http://www.sec.gov/Archives/edgar/data/86312/000008631223000063/trv-9302023xex10110q.htm) [ended](http://www.sec.gov/Archives/edgar/data/86312/000008631223000063/trv-9302023xex10110q.htm) [September 30, 2023](http://www.sec.gov/Archives/edgar/data/86312/000008631223000063/trv-9302023xex10110q.htm)[,] and is incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/86312/000104746909001591/a2190694zex-10_29.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/86312/000008631223000063/trv-9302023xex10110q.htm)] | | |

| [removed: 10.14*] [added: 10.15*] | | | | | | [TPC Compensation Plan for Non-Employee Directors, as amended on January 22, 2004, was filed as Exhibit 10.16 to [removed: TPC's] [added: TPC’s] annual report on Form 10-K for the fiscal year ended December 31, 2003, and is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/919482/000095012304002628/y94470exv10w16.txt) | | |

| [removed: 10.15*] [added: 10.16*] | | | | | | [The St. Paul Companies, Inc. [removed: Directors'] [added: Directors’] Deferred Compensation Plan was filed as Exhibit 10(b) to the [removed: Company's] [added: Company’s] annual report on Form 10-K for the fiscal year ended December 31, 1997, and is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/86312/0000086312-98-000006.txt) | | |

| [removed: 10.16*] [added: 10.17*] | | | | | | [The St. Paul Companies, Inc. Deferred Stock Plan for Non-Employee Directors was filed as Exhibit 10(a) to the [removed: Company's] [added: Company’s] annual report on Form 10-K for the fiscal year ended December 31, 2000, and is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/86312/000008631201000004/0000086312-01-000004-0003.txt) | | |

| [removed: 10.17*] [added: 10.18*] | | | | | | [The Travelers Severance Plan (as Amended and Restated, effective January 1, [removed: 20](http://www.sec.gov/Archives/edgar/data/86312/000008631222000029/trv-severanceplanx1x1x2022.htm)[22](http://www.sec.gov/Archives/edgar/data/86312/000008631222000029/trv-severanceplanx1x1x2022.htm)[)] [added: 2022)] was filed as Exhibit [removed: 10.](http://www.sec.gov/Archives/edgar/data/86312/000008631222000029/trv-severanceplanx1x1x2022.htm)[1](http://www.sec.gov/Archives/edgar/data/86312/000008631222000029/trv-severanceplanx1x1x2022.htm) [to] [added: 10.1 to] the [removed: Company's](http://www.sec.gov/Archives/edgar/data/86312/000008631222000029/trv-severanceplanx1x1x2022.htm) [quarterly](http://www.sec.gov/Archives/edgar/data/86312/000008631222000029/trv-severanceplanx1x1x2022.htm) [report] [added: Company’s quarterly report] on Form [removed: 10-](http://www.sec.gov/Archives/edgar/data/86312/000008631222000029/trv-severanceplanx1x1x2022.htm)[Q](http://www.sec.gov/Archives/edgar/data/86312/000008631222000029/trv-severanceplanx1x1x2022.htm) [for] [added: 10-Q for] the [removed: fiscal](http://www.sec.gov/Archives/edgar/data/86312/000008631222000029/trv-severanceplanx1x1x2022.htm) [quarter](http://www.sec.gov/Archives/edgar/data/86312/000008631222000029/trv-severanceplanx1x1x2022.htm) [ended](http://www.sec.gov/Archives/edgar/data/86312/000008631222000029/trv-severanceplanx1x1x2022.htm) [March](http://www.sec.gov/Archives/edgar/data/86312/000008631222000029/trv-severanceplanx1x1x2022.htm) [31, 20](http://www.sec.gov/Archives/edgar/data/86312/000008631222000029/trv-severanceplanx1x1x2022.htm)[22](http://www.sec.gov/Archives/edgar/data/86312/000008631222000029/trv-severanceplanx1x1x2022.htm)[,] [added: fiscal quarter ended March 31, 2022,] and is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/86312/000008631222000029/trv-severanceplanx1x1x2022.htm) | | |

| [removed: 10.18*] [added: 10.19*] | | | | | | [The [removed: Company's] [added: Company’s] Senior Executive Performance Plan was filed as Exhibit 10.1 to the [removed: Company's] [added: Company’s] quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2005, and is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/86312/000110465905022258/a05-7939_1ex10d1.htm) | | |

| [removed: 10.19*] [added: 10.20*] | | | | | | [First Amendment to the [removed: Company's] [added: Company’s] Senior Executive Performance Plan was filed as Exhibit 10.40 to the [removed: Company's] [added: Company’s] annual report on Form 10-K for the fiscal year ended December 31, 2009, and is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/86312/000104746910000972/a2196528zex-10_40.htm) | | |

| [removed: 10.20*] [added: 10.21*] | | | | | | [The Travelers Deferred Compensation Plan, as Amended and Restated, effective January 1, 2009, was filed as Exhibit 99.1 to the [removed: Company's] [added: Company’s] Registration Statement on Form S-8 (Registration No. 333-157091) dated February 4, 2009, and is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/86312/000110465909006272/a09-4147_1ex99d1.htm) | | |

| [removed: 10.21*] [added: 10.22*] | | | | | | [First Amendment to The Travelers Deferred Compensation Plan was filed as Exhibit 10.37 to the [removed: Company's] [added: Company’s] annual report on Form 10-K for the fiscal year ended December 31, 2009, and is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/86312/000104746910000972/a2196528zex-10_37.htm) | | |

| [removed: 10.22*] [added: 10.23*] | | | | | | [TPC Deferred Compensation Plan was filed as Exhibit 10.23 to [removed: TPC's] [added: TPC’s] annual report on Form 10-K for the fiscal year ended December 31, 2002, and is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/919482/000095012303002429/y82392exv10w23.txt) | | |

| [removed: 10.23*] [added: 10.24*] | | | | | | [The Travelers Benefit Equalization Plan, as Amended and Restated effective as of January 1, 2016, was filed as Exhibit 10.29 to the [removed: Company's] [added: Company’s] annual report on Form 10-K for the fiscal year ended December 31, 2015, and is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/86312/000104746916010107/a2227255zex-10_29.htm) | | |

| [removed: 10.24*] [added: 10.25*] | | | | | | [TPC Benefit Equalization Plan was filed as Exhibit 10.24 to [removed: TPC's] [added: TPC’s] annual report on Form 10-K for the fiscal year ended December 31, 2002, and is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/919482/000095012303002429/y82392exv10w24.txt) | | |

| [removed: 10.25*] [added: 10.26*] | | | | | | [The St. Paul Companies, Inc. Benefit Equalization Plan-2001 Revision and the first and second amendments thereto were filed as Exhibit 10.27 to the [removed: Company's] [added: Company’s] annual report on Form 10-K for the fiscal year ended December 31, 2004, and are incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/86312/000119312505052696/dex1027.htm) | | |