Travelers 2012 Annual Report Download - page 226

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
8. DEBT (Continued)
Shelf Registration
In December 2011, the Company filed with the Securities and Exchange Commission a universal
shelf registration statement for the potential offering and sale of securities to replace the Company’s
previous registration statement that had expired in the normal course of business. The Company may
offer these securities from time to time at prices and on other terms to be determined at the time of
offering.
9. SHAREHOLDERS’ EQUITY AND DIVIDEND AVAILABILITY
Common Stock
The Company is governed by the Minnesota Business Corporation Act. All authorized shares of
voting common stock have no par value. Shares of common stock reacquired are considered authorized
and unissued shares. The number of authorized shares of the company is 1.75 billion, consisting of
1.745 billion shares of voting common stock and five million undesignated shares. The Company’s
articles of incorporation authorize the board of directors to establish, from the undesignated shares,
one or more classes and series of shares, and to further designate the type of shares and terms thereof.
Treasury Stock
The Company’s board of directors has approved common share repurchase authorizations under
which repurchases may be made from time to time in the open market, pursuant to pre-set trading
plans meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, in private
transactions or otherwise. The authorizations do not have a stated expiration date. The timing and
actual number of shares to be repurchased in the future will depend on a variety of factors, including
the Company’s financial position, earnings, common share price, catastrophe losses, funding of the
Company’s qualified pension plan, capital requirements of the Company’s operating subsidiaries, legal
requirements, regulatory constraints, other investment opportunities (including mergers and
acquisitions), market conditions and other factors. The following table summarizes repurchase activity
in 2012 and remaining repurchase capacity at December 31, 2012.
Number of Remaining capacity
Quarterly Period Ending shares Cost of shares Average price paid under share repurchase
(in millions, except per share amounts) purchased repurchased per share authorization
March 31, 2012 ................. 6.0 $ 350 $58.73 $3,259
June 30, 2012 .................. 5.6 350 $62.40 $2,909
September 30, 2012 .............. 5.4 350 $65.00 $2,559
December 31, 2012 .............. 5.4 400 $73.00 $2,159
Total ....................... 22.4 $1,450 $64.64 $2,159
The Company’s Amended and Restated 2004 Stock Incentive Plan provides settlement alternatives
to employees in which the Company retains shares to cover tax withholding costs and exercise costs.
During the years ended December 31, 2012 and 2011, the Company acquired $55 million and
$82 million, respectively, of its common stock under this plan.
Common shares acquired are reported as treasury stock in the consolidated balance sheet.
214