13. CONSOLIDATING FINANCIAL STATEMENTS OF THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

The following consolidating financial statements of the Company have been prepared pursuant to Rule 3-10 of Regulation S-X. These consolidating financial statements have been prepared from the Company’s financial information on the same basis of accounting as the consolidated financial statements. The Travelers Companies, Inc. has fully and unconditionally guaranteed certain debt obligations of TPC, which totaled $700 million at March 31, 2013.

Prior to the merger of TPC and SPC in 2004, TPC fully and unconditionally guaranteed the payment of all principal, premiums, if any, and interest on certain debt obligations of its wholly-owned subsidiary, Travelers Insurance Group Holdings, Inc. (TIGHI). Concurrent with the merger, The Travelers Companies, Inc. fully and unconditionally assumed such guarantee obligations of TPC. TPC is deemed to have no assets or operations independent of TIGHI. Consolidating financial information for TIGHI has not been presented herein because such financial information would be substantially the same as the financial information provided for TPC.

CONSOLIDATING STATEMENT OF INCOME (Unaudited)

For the three months ended March 31, 2013

(in millions)	TPC			Other Subsidiaries		Travelers (2)			Eliminations			Consolidated
Revenues
Premiums	$	3,741		$	1,776	$	—		$	—		$	5,517
Net investment income	455			213		2			—			670
Fee income	96			1		—			—			97
Net realized investment gains (losses) (1)	(7		)	16		1			—			10
Other revenues	29			5		—			—			34
Total revenues	4,314			2,011		3			—			6,328
Claims and expenses
Claims and claim adjustment expenses	2,131			1,022		—			—			3,153
Amortization of deferred acquisition costs	637			311		—			—			948
General and administrative expenses	630			286		(1		)	—			915
Interest expense	17			—		75			—			92
Total claims and expenses	3,415			1,619		74			—			5,108
Income (loss) before income taxes	899			392		(71		)	—			1,220
Income tax expense (benefit)	249			99		(24		)	—			324
Net income of subsidiaries	—			—		943			(943		)	—
Net income	$	650		$	293	$	896		$	(943	)	$	896

(1) Total other-than-temporary impairment (OTTI) for the three months ended March 31, 2013, and the amounts comprising total OTTI that were recognized in net realized investment gains (losses) and in other comprehensive income (OCI) were as follows:

(in millions)	TPC			Other Subsidiaries			Travelers (2)		Eliminations		Consolidated

Total OTTI gains (losses)	$	(3	)	$	3		$	—	$	—	$	—
OTTI losses recognized in net realized investment gains (losses)	$	(4	)	$	(1	)	$	—	$	—	$	(5	)
OTTI gains recognized in OCI	$	1		$	4		$	—	$	—	$	5

(2) The Travelers Companies, Inc., excluding its subsidiaries.

CONSOLIDATING STATEMENT OF INCOME (Unaudited)

For the three months ended March 31, 2012

(in millions)	TPC		Other Subsidiaries			Travelers (2)			Eliminations			Consolidated
Revenues
Premiums	$	3,743	$	1,780		$	—		$	—		$	5,523
Net investment income	494		244			2			—			740
Fee income	82		—			—			—			82
Net realized investment gains (losses) (1)	12		(2		)	—			—			10
Other revenues	27		10			—			—			37
Total revenues	4,358		2,032			2			—			6,392
Claims and expenses
Claims and claim adjustment expenses	2,272		1,092			—			—			3,364
Amortization of deferred acquisition costs	646		325			—			—			971
General and administrative expenses	599		282			3			—			884
Interest expense	18		—			78			—			96
Total claims and expenses	3,535		1,699			81			—			5,315
Income (loss) before income taxes	823		333			(79		)	—			1,077
Income tax expense (benefit)	205		84			(18		)	—			271
Net income of subsidiaries	—		—			867			(867		)	—
Net income	$	618	$	249		$	806		$	(867	)	$	806

(1) Total other-than-temporary impairment (OTTI) for the three months ended March 31, 2012, and the amounts comprising total OTTI that were recognized in net realized investment gains (losses) and in other comprehensive income (OCI) were as follows:

(in millions)	TPC			Other Subsidiaries			Travelers (2)		Eliminations		Consolidated

Total OTTI gains (losses)	$	1		$	(1	)	$	—	$	—	$	—
OTTI losses recognized in net realized investment gains (losses)	$	(3	)	$	(1	)	$	—	$	—	$	(4	)
OTTI gains recognized in OCI	$	4		$	—		$	—	$	—	$	4

(2) The Travelers Companies, Inc., excluding its subsidiaries.

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (Unaudited)

For the three months ended March 31, 2013

(in millions)	TPC			Other Subsidiaries			Travelers (1)			Eliminations			Consolidated

Net income	$	650		$	293		$	896		$	(943	)	$	896

Other comprehensive income:
Changes in net unrealized gains on investment securities:
Having no credit losses recognized in the consolidated statement of income	(315		)	(67		)	6			—			(376		)
Having credit losses recognized in the consolidated statement of income	7			2			—			—			9
Net changes in benefit plan assets and obligations	1			2			25			—			28
Net changes in unrealized foreign currency translation	(10		)	(86		)	—			—			(96		)

Other comprehensive income (loss) before income taxes and other comprehensive income of subsidiaries	(317		)	(149		)	31			—			(435		)
Income tax expense (benefit)	(108		)	(28		)	11			—			(125		)

Other comprehensive income (loss), net of taxes, before other comprehensive loss of subsidiaries	(209		)	(121		)	20			—			(310		)

Other comprehensive loss of subsidiaries	—			—			(330		)	330			—

Other comprehensive loss	(209		)	(121		)	(310		)	330			(310		)

Comprehensive income	$	441		$	172		$	586		$	(613	)	$	586

(1) The Travelers Companies, Inc., excluding its subsidiaries.

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (Unaudited)

For the three months ended March 31, 2012

(in millions)	TPC			Other Subsidiaries			Travelers (1)		Eliminations			Consolidated

Net income	$	618		$	249		$	806	$	(867	)	$	806

Other comprehensive income:
Changes in net unrealized gains on investment securities:
Having no credit losses recognized in the consolidated statement of income	(54		)	(32		)	9		—			(77		)
Having credit losses recognized in the consolidated statement of income	16			9			—		—			25
Net changes in benefit plan assets and obligations	—			(1		)	21		—			20
Net changes in unrealized foreign currency translation	21			43			—		—			64

Other comprehensive income (loss) before income taxes and other comprehensive income of subsidiaries	(17		)	19			30		—			32
Income tax expense (benefit)	(7		)	(5		)	10		—			(2		)

Other comprehensive income (loss), net of taxes, before other comprehensive income of subsidiaries	(10		)	24			20		—			34

Other comprehensive income of subsidiaries	—			—			14		(14		)	—

Other comprehensive income (loss)	(10		)	24			34		(14		)	34

Comprehensive income	$	608		$	273		$	840	$	(881	)	$	840

(1) The Travelers Companies, Inc., excluding its subsidiaries.

CONSOLIDATING BALANCE SHEET (Unaudited)

At March 31, 2013

(in millions)	TPC		Other Subsidiaries		Travelers (1)			Eliminations			Consolidated
Assets
Fixed maturities, available for sale, at fair value (amortized cost $60,578)	$	43,924	$	20,736	$	39		$	—		$	64,699
Equity securities, available for sale, at fair value (cost $446)	154		426		114			—			694
Real estate investments	33		846		—			—			879
Short-term securities	1,513		375		1,480			—			3,368
Other investments	2,453		987		1			—			3,441
Total investments	48,077		23,370		1,634			—			73,081

Cash	135		107		1			—			243
Investment income accrued	468		213		5			—			686
Premiums receivable	4,030		1,991		—			—			6,021
Reinsurance recoverables	6,793		3,456		—			—			10,249
Ceded unearned premiums	799		177		—			—			976
Deferred acquisition costs	1,557		238		—			—			1,795
Contractholder receivables	3,582		1,242		—			—			4,824
Goodwill	2,411		954		—			—			3,365
Other intangible assets	261		109		—			—			370
Investment in subsidiaries	—		—		29,358			(29,358		)	—
Other assets	2,031		239		17			—			2,287
Total assets	$	70,144	$	32,096	$	31,015		$	(29,358	)	$	103,897

Liabilities
Claims and claim adjustment expense reserves	$	33,061	$	16,957	$	—		$	—		$	50,018
Unearned premium reserves	7,878		3,528		—			—			11,406
Contractholder payables	3,582		1,242		—			—			4,824
Payables for reinsurance premiums	234		225		—			—			459
Deferred taxes	336		119		(103		)	—			352
Debt	692		—		5,159			—			5,851
Other liabilities	3,992		1,026		373			—			5,391
Total liabilities	49,775		23,097		5,429			—			78,301

Shareholders’ equity
Common stock (1,750.0 shares authorized; 376.4 shares issued and outstanding)	—		390		21,300			(390		)	21,300
Additional paid-in capital	11,635		6,501		—			(18,136		)	—
Retained earnings	6,837		1,306		22,062			(8,133		)	22,072
Accumulated other comprehensive income	1,897		802		1,926			(2,699		)	1,926
Treasury stock, at cost (376.7 shares)	—		—		(19,702		)	—			(19,702		)
Total shareholders’ equity	20,369		8,999		25,586			(29,358		)	25,596
Total liabilities and shareholders’ equity	$	70,144	$	32,096	$	31,015		$	(29,358	)	$	103,897

(1) The Travelers Companies, Inc., excluding its subsidiaries.

CONSOLIDATING BALANCE SHEET (Unaudited)

At December 31, 2012

(in millions)	TPC		Other Subsidiaries		Travelers (1)			Eliminations			Consolidated
Assets
Fixed maturities, available for sale, at fair value (amortized cost $60,829)	$	44,336	$	21,019	$	38		$	—		$	65,393
Equity securities, available for sale, at fair value (cost $462)	153		386		106			—			645
Real estate investments	33		850		—			—			883
Short-term securities	1,187		338		1,958			—			3,483
Other investments	2,443		990		1			—			3,434
Total investments	48,152		23,583		2,103			—			73,838

Cash	177		151		2			—			330
Investment income accrued	507		240		5			—			752
Premiums receivable	3,944		1,928		—			—			5,872
Reinsurance recoverables	7,112		3,600		—			—			10,712
Ceded unearned premiums	698		158		—			—			856
Deferred acquisition costs	1,560		232		—			—			1,792
Contractholder receivables	3,540		1,266		—			—			4,806
Goodwill	2,411		954		—			—			3,365
Other intangible assets	268		113		—			—			381
Investment in subsidiaries	—		—		28,562			(28,562		)	—
Other assets	1,930		286		18			—			2,234
Total assets	$	70,299	$	32,511	$	30,690		$	(28,562	)	$	104,938

Liabilities
Claims and claim adjustment expense reserves	$	33,598	$	17,324	$	—		$	—		$	50,922
Unearned premium reserves	7,751		3,490		—			—			11,241
Contractholder payables	3,540		1,266		—			—			4,806
Payables for reinsurance premiums	151		195		—			—			346
Deferred taxes	316		123		(101		)	—			338
Debt	1,191		—		5,159			—			6,350
Other liabilities	4,107		1,186		237			—			5,530
Total liabilities	50,654		23,584		5,295			—			79,533

Shareholders’ equity
Common stock (1,750.0 shares authorized; 377.4 shares issued and outstanding)	—		390		21,161			(390		)	21,161
Additional paid-in capital	11,135		6,501		—			(17,636		)	—
Retained earnings	6,404		1,113		21,342			(7,507		)	21,352
Accumulated other comprehensive income	2,106		923		2,236			(3,029		)	2,236
Treasury stock, at cost (372.3 shares)	—		—		(19,344		)	—			(19,344		)
Total shareholders’ equity	19,645		8,927		25,395			(28,562		)	25,405
Total liabilities and shareholders’ equity	$	70,299	$	32,511	$	30,690		$	(28,562	)	$	104,938

(1) The Travelers Companies, Inc., excluding its subsidiaries.

CONSOLIDATING STATEMENT OF CASH FLOWS (Unaudited)

For the three months ended March 31, 2013

(in millions)	TPC			Other Subsidiaries			Travelers (1)			Eliminations			Consolidated
Cash flows from operating activities
Net income	$	650		$	293		$	896		$	(943	)	$	896
Net adjustments to reconcile net income to net cash provided by operating activities	(251		)	(276		)	(965		)	1,126			(366		)
Net cash provided by (used in) operating activities	399			17			(69		)	183			530

Cash flows from investing activities
Proceeds from maturities of fixed maturities	1,345			778			—			—			2,123
Proceeds from sales of investments:
Fixed maturities	170			60			4			—			234
Equity securities	10			26			—			—			36
Other investments	101			73			—			—			174
Purchases of investments:
Fixed maturities	(1,453		)	(886		)	—			—			(2,339		)
Equity securities	(5		)	(8		)	—			—			(13		)
Real estate investments	—			(6		)	—			—			(6		)
Other investments	(62		)	(33		)	—			—			(95		)
Net (purchases) sales of short-term securities	(326		)	(43		)	478			—			109
Securities transactions in course of settlement	95			85			—			—			180
Other	(99		)	(1		)	—			—			(100		)
Net cash provided by (used in) investing activities	(224		)	45			482			—			303

Cash flows from financing activities
Payment of debt	(500		)	—			—			—			(500		)
Dividends paid to shareholders	—			—			(175		)	—			(175		)
Issuance of common stock — employee share options	—			—			98			—			98
Treasury stock acquired — share repurchase authorization	—			—			(300		)	—			(300		)
Treasury stock acquired — net employee share-based compensation	—			—			(58		)	—			(58		)
Excess tax benefits from share-based payment arrangements	—			—			21			—			21
Capital contributions	500			—			—			(500		)	—
Dividends paid to parent company	(217		)	(100		)	—			317			—
Net cash used in financing activities	(217		)	(100		)	(414		)	(183		)	(914		)

Effect of exchange rate changes on cash	—			(6		)	—			—			(6		)
Net decrease in cash	(42		)	(44		)	(1		)	—			(87		)
Cash at beginning of year	177			151			2			—			330
Cash at end of period	$	135		$	107		$	1		$	—		$	243
Supplemental disclosure of cash flow information
Income taxes paid (received)	$	97		$	24		$	(94	)	$	—		$	27
Interest paid	$	28		$	—		$	7		$	—		$	35

(1) The Travelers Companies, Inc., excluding its subsidiaries.

CONSOLIDATING STATEMENT OF CASH FLOWS (Unaudited)

For the three months ended March 31, 2012

(in millions)	TPC			Other Subsidiaries			Travelers (1)			Eliminations			Consolidated
Cash flows from operating activities
Net income	$	618		$	249		$	806		$	(867	)	$	806
Net adjustments to reconcile net income to net cash provided by operating activities	20			(164		)	(503		)	655			8
Net cash provided by operating activities	638			85			303			(212		)	814

Cash flows from investing activities
Proceeds from maturities of fixed maturities	1,034			581			—			—			1,615
Proceeds from sales of investments:
Fixed maturities	189			34			—			—			223
Equity securities	12			3			—			—			15
Other investments	162			41			—			—			203
Purchases of investments:
Fixed maturities	(1,876		)	(728		)	—			—			(2,604		)
Equity securities	(1		)	(9		)	—			—			(10		)
Real estate investments	—			(5		)	—			—			(5		)
Other investments	(66		)	(48		)	—			—			(114		)
Net (purchases) sales of short-term securities	(63		)	116			173			—			226
Securities transactions in course of settlement	209			39			—			—			248
Other	(88		)	(4		)	—			—			(92		)
Net cash provided by (used in) investing activities	(488		)	20			173			—			(295		)

Cash flows from financing activities
Dividends paid to shareholders	—			—			(161		)	—			(161		)
Issuance of common stock — employee share options	—			—			77			—			77
Treasury stock acquired — share repurchase authorization	—			—			(354		)	—			(354		)
Treasury stock acquired — net employee share-based compensation	—			—			(52		)	—			(52		)
Excess tax benefits from share-based payment arrangements	—			—			12			—			12
Dividends paid to parent company	(154		)	(58		)	—			212			—
Net cash used in financing activities	(154		)	(58		)	(478		)	212			(478		)

Effect of exchange rate changes on cash	—			3			—			—			3

Net increase (decrease) in cash	(4		)	50			(2		)	—			44
Cash at beginning of year	114			98			2			—			214
Cash at end of period	$	110		$	148		$	—		$	—		$	258
Supplemental disclosure of cash flow information
Income taxes paid (received)	$	48		$	18		$	(46	)	$	—		$	20
Interest paid	$	28		$	—		$	7		$	—		$	35

(1) The Travelers Companies, Inc., excluding its subsidiaries.