Travelers 2014 Annual Report Download - page 221

Table of Contents
THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
8. DEBT (Continued)
capital) and (b) mandatorily convertible securities (combined with trust preferred securities, not to exceed 25% of total capital) less goodwill and
other intangible assets, of $13.73 billion. In addition, the credit agreement contains other customary restrictive covenants as well as certain
customary events of default, including with respect to a change in control, which is defined to include the acquisition of 35% or more of the
Company's voting stock and certain changes in the composition of the Company's board of directors. At December 31, 2014, the Company was in
compliance with these covenants. Generally, the cost of borrowing under this agreement will range from LIBOR plus 87.5 basis points to LIBOR
plus 150 basis points, depending on the Company's credit ratings. At December 31, 2014, that cost would have been LIBOR plus 112.5 basis points,
had there been any amounts outstanding under the credit agreement. This credit agreement also supports the Company's commercial paper
program.
Shelf Registration
In June 2013, 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
Authorized Shares
The number of authorized shares of the company is 1.755 billion, consisting of five million of preferred stock, 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.
Preferred Stock
In May 2013, the Company's shareholders voted to amend the Company's Articles of Incorporation to provide authority to issue up to five
million additional shares of preferred stock. Subsequent to this amendment of the Company's Articles of Incorporation, the Company filed a shelf
registration statement with the Securities and Exchange Commission in June 2013 pursuant to which it may publicly sell securities, including the
new preferred stock, from time to time. The new shelf registration statement replaced the Company's prior shelf registration statement.
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.
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