Travelers 2006 Annual Report Download - page 80

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(3)Earnings per share, year-end common shares outstanding, cash dividends per share and book value per share
were restated for the years prior to 2004 to reflect the impact of the merger with SPC.
(4)In August 2005, the Company completed its divestiture of Nuveen Investments, Inc., its asset management
subsidiary acquired in the merger.Accordingly, the Company’s share of Nuveen Investments’ results prior to
divestiture was classified as discontinued operations, along with the net after-taxloss on disposal. Prior period
results were reclassified to be consistent with the 2005 presentation.
(5)InMarch 2002, TPC issued common stock through its Initial Public Offering (IPO). TPC issued 231 million
shares of its class A common stock, representing approximately 23% of TPC’s common equity. After the IPO,
Citigroup Inc. beneficially owned all of the 500 million shares of TPC’s outstanding class B common stock, each
share of which was entitled to seven votes, and 269 million shares of TPC’s class A common stock, each shareof
which was entitled to one vote, representing at the time 94% of the combined voting power of all classes of TPC’s
voting securities and 77% of the equity interest in TPC. On August 20, 2002, Citigroup made a tax-free
distribution to its stockholders (the Citigroup Distribution), of a portion of its ownership interest in TPC, which,
together with the shares issued in the IPO, represented more than 90% of TPC’s common equity and more than
90% ofthe combined voting power of TPC’s outstanding voting securities.Citigroup received a private letter
ruling fromthe Internal Revenue Service that the Citigroup Distribution was tax-free to Citigroup, its
stockholders and TPC. As part ofthe ruling process, Citigroup agreed to vote the shares it continued to hold of
TPC following the Citigroup Distribution pro rata with the shares held by the public and to divest the remaining
shares it holds within five years following the Citigroup Distribution.After the merger, this undertaking also
applied to shares of Company common stock. At December 31, 2006, Citigroup held for its own account none of
the Company’s outstanding common stock.
(6)Dividends per common share reflectthe recapitalization effected as part of TPC’s corporate reorganization in
2002. During 2002, TPC paid dividends of $5.10 billion in the form of a note payable and $158 million in cash to
Citigroup, its thensoleshareholder.