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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 11-K

 


 

(Mark One)

 

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2013

 

or

 

o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from              to             

 


 

Commission file number: 001-10898

 


 

A.                                    Full title of the plan and the address of the plan, if different from that of the issuer named below:

 


 

The Travelers 401(k) Savings Plan

385 Washington Street

St. Paul, MN 55102

 


 

B.                                    Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 


 

The Travelers Companies, Inc.

485 Lexington Avenue

New York, NY 10017

 


 

 

 



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REQUIRED INFORMATION

 

The Travelers 401(k) Savings Plan (the Plan) is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA), and for purposes of satisfying the requirements of Form 11-K has included for filing herewith the Plan financial statements and schedule prepared in accordance with the financial reporting requirements of ERISA.

 

Financial Statements and Schedule

 

Page

 

 

 

Report of Independent Registered Public Accounting Firm

 

3

 

 

 

Financial Statements:

 

 

Statements of Net Assets Available for Benefits as of December 31, 2013 and 2012

 

4

 

 

 

Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2013 and 2012

 

5

 

 

 

Notes to Financial Statements

 

6

 

 

 

Supplemental Schedule*:

 

 

 

 

 

Schedule H, Line 4i — Schedule of Assets (Held at End of Year) as of December 31, 2013

 

19

 

 

 

Signature

 

22

 

 

 

Exhibit

 

 

 


*  Schedules required by Form 5500, which are not applicable, have not been included.

 

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Independent Auditors’ Report

 

The Plan Administrative Committee and Plan Participants of

The Travelers 401(k) Savings Plan:

 

We have audited the accompanying statements of net assets available for benefits of The Travelers 401(k) Savings Plan (the Plan) as of December 31, 2013 and 2012, and the related statements of changes in net assets available for benefits for the years then ended.  These financial statements are the responsibility of the Plan’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of The Travelers 401(k) Savings Plan as of December 31, 2013 and 2012, and the changes in net assets available for benefits for the years then ended in conformity with U.S. generally accepted accounting principles.

 

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole.  The supplemental Schedule H, Line 4i — Schedule of Assets (Held at End of Year) as of December 31, 2013 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  This supplemental schedule is the responsibility of the Plan’s administrator.  The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 

/s/ KPMG LLP

 

Minneapolis, Minnesota

 

June 19, 2014

 

 

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THE TRAVELERS 401(K) SAVINGS PLAN

 

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

 

(In thousands)

 

At December 31, 

 

2013

 

2012

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Investments, at fair value:

 

 

 

 

 

Mutual funds

 

$

2,533,460

 

$

2,030,216

 

Collective/common trust funds

 

942,828

 

711,974

 

Fully benefit-responsive investment contracts with financial institutions

 

622,355

 

651,527

 

Common stock

 

428,278

 

368,391

 

Fidelity BrokerageLink investments

 

108,117

 

84,329

 

Short-term investments

 

34,789

 

29,789

 

Wrapper contract

 

 

116

 

Total investments, at fair value

 

4,669,827

 

3,876,342

 

 

 

 

 

 

 

Receivables:

 

 

 

 

 

Employer contributions

 

98,061

 

92,324

 

Notes receivable from participants

 

85,751

 

78,893

 

Investments sold but not delivered

 

902

 

810

 

Total receivables

 

184,714

 

172,027

 

 

 

 

 

 

 

Cash

 

22

 

37

 

Total assets

 

4,854,563

 

4,048,406

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Accrued expenses

 

809

 

688

 

Investments purchased but not delivered

 

1,212

 

 

Other payables

 

3,748

 

3,910

 

Total liabilities

 

5,769

 

4,598

 

 

 

 

 

 

 

Net assets available for benefits, before adjustment to contract value

 

4,848,794

 

4,043,808

 

Adjustment from fair value to contract value for fully benefit-responsive investment contracts

 

(6,066

)

(15,575

)

Net assets available for benefits

 

$

4,842,728

 

$

4,028,233

 

 

See accompanying notes to financial statements.

 

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THE TRAVELERS 401(K) SAVINGS PLAN

 

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

 

(In thousands)

 

For the year ended December 31, 

 

2013

 

2012

 

 

 

 

 

 

 

Additions to net assets attributed to:

 

 

 

 

 

Investment income:

 

 

 

 

 

Net appreciation in fair value of investments

 

$

687,120

 

$

332,724

 

Mutual fund dividends

 

78,908

 

53,901

 

Interest

 

11,466

 

13,642

 

Common dividends

 

10,317

 

10,283

 

Preferred dividends

 

22

 

28

 

Total investment income

 

787,833

 

410,578

 

 

 

 

 

 

 

Contributions:

 

 

 

 

 

Employee

 

205,767

 

196,301

 

Employer

 

98,061

 

92,324

 

Rollover

 

26,849

 

23,697

 

Total contributions

 

330,677

 

312,322

 

 

 

 

 

 

 

Total additions, net

 

1,118,510

 

722,900

 

 

 

 

 

 

 

Deductions from net assets attributable to:

 

 

 

 

 

Paid to participants in cash

 

293,292

 

255,502

 

Common stock distributed at fair value

 

6,889

 

6,976

 

Administrative expenses

 

3,834

 

3,089

 

Total deductions

 

304,015

 

265,567

 

 

 

 

 

 

 

Net increase

 

814,495

 

457,333

 

 

 

 

 

 

 

Net assets available for benefits:

 

 

 

 

 

Beginning of year

 

4,028,233

 

3,570,900

 

End of year

 

$

4,842,728

 

$

4,028,233

 

 

See accompanying notes to financial statements.

 

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THE TRAVELERS 401(K) SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

 

DECEMBER 31, 2013 AND 2012

 

1.                       DESCRIPTION OF THE PLAN

 

The following brief description of The Travelers 401(k) Savings Plan (the Plan) is provided for general information purposes.  Participants should refer to the Plan document and the summary plan description for a more complete description of the Plan’s provisions.

 

General

 

The Plan is a defined contribution 401(k) plan, which provides retirement and other benefits to eligible employees of participating companies.  The Travelers Companies, Inc. (TRV) and participating affiliated employers (collectively, the Company) currently participate in the Plan.  The Company has appointed the Administrative Committee as the delegated authority for administrative matters involving the Plan and the Benefit Plans Investment Committee as the delegated authority for management and control of the assets of the Plan (including the designation of investment funds).  Fidelity Management Trust Company (FMTC) is the trustee for the trust maintained in connection with the Plan.  The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).

 

Participation

 

All U.S. employees of participating companies, as defined by the Plan, are eligible to participate immediately upon employment, subject to limited exclusions.

 

Employee Contributions

 

Eligible employees who elect to participate in the Plan may contribute up to 75% of their eligible compensation (as defined by the Plan) into the Plan subject to statutory limitations of $17,500 in 2013 and $17,000 in 2012.  A participant who is, or will be, age 50 or older by the end of the year, could make additional catch-up contributions of up to $5,500 in both 2013 and 2012. Employee contributions can be made pre-tax, after-tax through the Roth 401(k) or a combination of both up to the applicable limit. Newly hired eligible employees are automatically enrolled at a 5% pre-tax contribution rate, if they do not affirmatively make an election not to participate, to participate at a different rate or to contribute on an after-tax Roth 401(k) basis.  Temporary status employees are eligible to participate in the Plan, however, they will not be automatically enrolled.

 

The Plan allows for rollover contributions to be made to the Plan by eligible participants.  These rollover contributions are eligible distributions from other tax-qualified plans or individual retirement accounts or annuities that participants elect to have invested in the Plan either by a direct rollover to the Plan or by a distribution followed by a contribution within sixty days of receipt.

 

Employer Contributions

 

The Company matched 100% of the Plan participant’s contributions, up to the first 5% of annual eligible pay, subject to a maximum annual match amount of $6,000 in 2013 and $5,000 in 2012.  The Company matching contribution is made once a year and is invested according to the participant’s current investment election for new contributions going into the Plan.  Employer contributions totaling $97,448,652 for plan year 2013 and $91,644,843 for plan year 2012 were made into the Plan in January 2014 and January 2013, respectively.  The matching contribution for the 2012 plan year included a special one-time contribution as described below.  Except for cases of retirement or termination due to disability or death, the matching contribution was made only to participants employed on the last working day of December.

 

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THE TRAVELERS 401(K) SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS, Continued

 

DECEMBER 31, 2013 AND 2012

 

1.                       DESCRIPTION OF THE PLAN, Continued

 

In 2012, in addition to the Company matching contribution, the Company made a special one-time contribution to each employee affected by the transition to a new payroll period, equivalent to one week’s worth of Company match.  To be eligible for the special 2012 contribution, an employee must have been continuously employed by the Company from December 31, 2011 through January 1, 2013, and have eligible pay in 2012 of less than $100,000. The special 2012 contribution was equal to an employee’s average 401(k) deferral rate in 2012 (limited to a maximum of 5 percent) times the employee’s weekly salary rate as of December 31, 2012.  The total amount of the special 2012 contribution, combined with the regular matching contribution, was subject to the maximum annual Company match amount of $5,000.  The total special 2012 contribution of $1,030,852 was made in January 2013.

 

The Aetna Supplemental Company Contribution (the Supplemental Contribution) was established under the Travelers 401(k) Plan in conjunction with the April 2, 1996 acquisition by Travelers Insurance Group Holdings Inc. (TIGHI) of the outstanding capital stock of Travelers Casualty and Surety Company (formerly Aetna Casualty and Surety Company) and The Standard Fire Insurance Company.  TIGHI is a wholly-owned subsidiary of Travelers Property Casualty Corporation which is a wholly-owned subsidiary of TRV.  The Supplemental Contribution provides a fixed annual contribution into the Plan for eligible employees (Aetna participants). The contribution amount for each Aetna participant is fixed for each year the employee remains actively employed with the Company.  In the year an employee terminates employment, retires, becomes disabled or dies, the contribution will be prorated to reflect the number of full months worked.  The Aetna participants are fully vested in this supplemental account. The Supplemental Contributions totaling $612,402 for plan year 2013 and $679,103 for plan year 2012 were made to the Plan in February 2014 and February 2013, respectively.

 

Participant Accounts

 

Each participant’s account is credited with the participant’s contributions, employer contributions and allocations of Plan earnings as defined by the Plan.  The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

 

Participants may elect to have their contributions invested in the funds listed in the Plan’s provisions as they choose and may generally also transfer their balances daily among these funds.

 

Vesting

 

Participants are 100% vested in their contributions, the Supplemental Contribution and related earnings.  In general, Company matching contributions allocated to participants vest after three years of service.  Participants also become vested in full if they reach age 62 while employed, terminate employment due to a disability, die prior to termination of employment or while in qualified military service, or upon termination of the Plan.

 

Forfeitures

 

Forfeitures are transferred to a forfeiture account, which is maintained for the benefit of the Plan as a whole and is not attributable to any given participant.  The balance of the forfeiture account may be used to correct errors in the accounts of other participants, restore prior forfeitures, pay Plan administrative expenses or reduce matching contributions to the Plan, as directed by the Company.  At December 31, 2013 and 2012, the forfeiture account totaled $3,068,102 and $2,840,340, respectively.  Forfeitures used totaled $2,553,419 and $3,096,594 for 2013 and 2012, respectively.

 

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THE TRAVELERS 401(K) SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS, Continued

 

DECEMBER 31, 2013 AND 2012

 

1.                       DESCRIPTION OF THE PLAN, Continued

 

Voting Rights

 

Each participant is entitled to exercise voting rights attributable to the shares of Company stock allocated to his or her account and will be notified prior to the time that such rights are to be exercised.  FMTC will vote shares for which no directions have been timely received, and shares not credited to any participant’s account, in proportion to the vote cast by participants who have timely voted.   The Plan holds shares of Citigroup, Inc. (Citigroup) common stock as a result of a prior spin-off of the Travelers 401(k) Plan from a plan maintained by Citigroup and such shares are voted in the same manner as described above for Company shares.

 

Notes Receivable From Participants

 

Participants may request to receive a loan from the Plan subject to a minimum of $1,000 and a maximum of the lesser of 50% of the participant’s vested account balance or $50,000 minus the highest outstanding loan balance during the past 12 months.  Participants can only have two loans outstanding at any one time.  The interest rate established at the inception of a new loan is equal to the prime lending rate as reported by Reuters as of the last business day of the month prior to the month in which the loan originates, plus one percentage point.  Generally, loans are repaid by payroll deduction over a maximum period of five years (twenty years if the loan is designated as a primary residence loan).  A one-time set-up fee of $35 per loan is charged against the participant’s account.  In addition, ongoing quarterly loan maintenance fees of $3.75 per loan are charged against the participant’s account for each calendar quarter in which a balance on such loan is outstanding.  At December 31, 2013, there were 12,077 outstanding loans totaling $85,751,289.  At December 31, 2012, there were 11,625 outstanding loans totaling $78,892,752.

 

Distributions and withdrawals

 

Participants or beneficiaries may receive distributions from vested accounts under the Plan upon termination of employment, retirement, or death.  Distributions are made in the form of a lump-sum payment, or, if the vested account balance is greater than $5,000, participants may elect to have distributions made in full, partial or periodic installments. If a participant’s vested account balance following termination of employment is at least $1,000 but not more than $5,000 and the participant does not provide distribution instructions, the account will automatically be rolled over to a Fidelity IRA.

 

Participants are allowed to take in-service withdrawals from vested accounts after age 59½.  Prior to that age, withdrawals are allowed from selected accounts in the event of a defined financial hardship to satisfy the financial need.  Any hardship withdrawal prior to age 59½ from an account that holds 401(k) contributions is generally limited to the amount of 401(k) contributions made to such account, reduced by prior withdrawals from the account.  Withdrawals are also allowed for any reason from accounts funded by rollover contributions (defined above), as well as from certain after-tax accounts and predecessor accounts.  The after-tax accounts relate to employee after-tax contributions made under prior rules of the legacy plans (these are separate from Roth 401(k) contributions).  Other special withdrawal rights may apply to certain specified accounts or with respect to certain specified participants.

 

In-service withdrawals from accounts holding Roth 401(k) contributions are generally allowed under the same circumstances as withdrawals from accounts holding pre-tax 401(k) contributions, but Roth 401(k) contributions are generally withdrawn last.  The plan also provides for an in-plan Roth conversion option for participants who are otherwise eligible to receive in-service withdrawals of amounts other than Roth 401(k) contributions.  An in-plan Roth conversion permits the participant to pay income tax on pre-tax amounts and convert them to Roth status.  The predecessor accounts eligible for early withdrawal are accounts that were established in various legacy plans that require separate recordkeeping.

 

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THE TRAVELERS 401(K) SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS, Continued

 

DECEMBER 31, 2013 AND 2012

 

1.                       DESCRIPTION OF THE PLAN, Continued

 

To the extent an account is invested in Company or Citigroup common shares, a withdrawal or distribution can be in the form of Company or Citigroup common shares, respectively, or cash.  Any hardship withdrawal prior to age 59½ is in the form of cash.

 

Fidelity BrokerageLink Investments Fees

 

The Fidelity BrokerageLink investment option allows a participant to establish a brokerage account with Fidelity, which provides the opportunity to select from thousands of mutual funds, stocks, bonds, certificates of deposit, U.S. Treasury securities, mortgage-backed securities and other financial instruments. While there are no BrokerageLink annual account fees charged to participants, the investment options available through BrokerageLink have associated fees.

 

Administrative Expenses

 

Administrative expenses of the Plan are paid by the participants of the Plan to the extent not paid by the Company and allowable by the Plan.

 

2.                       SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying Plan financial statements were prepared in conformity with U.S. generally accepted accounting principles (GAAP).

 

Plan investments are stated at fair value as of December 31, 2013 and 2012 (see Note 4), except for short-term money market investments that are valued at cost plus accrued interest, which approximates their fair value. Purchases and sales of securities are recorded on a trade-date basis.

 

With respect to the Plan’s fully benefit-responsive investment contracts, the investment section of the Statements of Net Assets Available for Benefits includes the fair value of such contracts (based on the fair value of the underlying investments), as well as the fair value of the related wrapper contract.  The Statements of Net Assets Available for Benefits also includes an adjustment to mark the fair value of the investment contracts to contract value.  The contract value of fully benefit-responsive investment contracts is the relevant measurement attribute because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan.  The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.

 

Notes receivable from participants are valued at their outstanding balances.

 

Use of Estimates

 

The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, changes therein, and disclosure of contingent assets and liabilities.  Actual results could differ from those estimates and assumptions.

 

Risks and Uncertainties

 

The Plan invests in various investment securities.  Investment securities are exposed to various risks, such as interest rate, market, and credit risks.  Due to the level of risk associated with certain investment securities, changes in the values of

 

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THE TRAVELERS 401(K) SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS, Continued

 

DECEMBER 31, 2013 AND 2012

 

2.                       SIGNIFICANT ACCOUNTING POLICIES, Continued

 

investment securities will occur in the near term that could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

 

The Plan provides for investment in the Company’s common stock fund.  At December 31, 2013 and 2012, approximately 8% and 9% of the Plan’s total assets, respectively, were invested in the common stock of the Company.  The underlying values of the Company common stock are entirely dependent upon the performance of the Company and the market’s evaluation of such performance.

 

Income Recognition

 

Interest income is recorded on the accrual basis.  Dividends are recorded on the ex-dividend date.  Net appreciation (depreciation) in fair value of investments includes gains and losses in investments sold during the year as well as appreciation and depreciation of the investments held at the end of the year.

 

Payment of Benefits

 

Benefit payments are recorded when paid.

 

3.                       INVESTMENTS

 

The following table presents investments that individually represent 5% or more of the Plan’s net assets available for benefits at December 31, 2013 and 2012 (dollars in thousands):

 

At December 31, 

 

2013

 

2012

 

 

 

 

 

 

 

Investments at Quoted Fair Value

 

 

 

 

 

Vanguard Institutional Index Fund — Plus Class, 3,538,506 and 3,498,600 shares, respectively

 

$

598,998

 

$

456,672

 

The Travelers Companies, Inc., 4,540,196 and 4,923,578 common shares, respectively

 

411,069

 

353,611

 

JP Morgan Large Cap Growth Fund — Class R6, 10,072,030 and 10,857,023 shares, respectively

 

322,406

 

261,546

 

SSgA World ex. U.S. Index Non-Lending Series Fund — Class C, 17,361,102 and 16,534,293 shares, respectively

 

257,500

 

203,752

 

Vanguard Total Bond Market Index Fund — Institutional Plus Class, 24,186,725 and 23,685,579 shares, respectively

 

255,412

 

262,673

 

 

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THE TRAVELERS 401(K) SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS, Continued

 

DECEMBER 31, 2013 AND 2012

 

3.                       INVESTMENTS, Continued

 

Net Appreciation in the Fair Value of Investments

 

Net appreciation in the fair value of investments as set forth in the table below, includes gains/(losses) on investments bought/sold during the year as well as unrealized appreciation/(depreciation) on investments held at year-end (in thousands).

 

For the year ended December 31, 

 

2013

 

2012

 

 

 

 

 

 

 

Mutual funds

 

$

438,629

 

$

169,341

 

Collective/common trust funds

 

142,965

 

87,412

 

Common stock

 

94,172

 

70,979

 

Fidelity BrokerageLink investments

 

11,354

 

4,992

 

Net appreciation in fair value of investments

 

$

687,120

 

$

332,724

 

 

4.                       FAIR VALUE MEASUREMENTS

 

The Plan’s estimates of fair value for financial assets are based on the framework established in the fair value accounting guidance.  The framework is based on the inputs used in valuation, gives the highest priority to quoted prices in active markets, and requires that observable inputs be used in valuations when available.

 

The disclosure of fair value estimates in the fair value accounting guidance hierarchy is based on whether the significant inputs into the valuation are observable.  In determining the level of the hierarchy in which the estimate is disclosed, the highest priority is given to unadjusted quoted prices in active markets and the lowest priority to unobservable inputs that reflect the Plan’s significant market assumptions.  The level in the fair value hierarchy within which the fair value measurement is reported is based on the lowest level input that is significant to the measurement in its entirety.  The three levels of the hierarchy are as follows:

 

·                  Level 1 - Unadjusted quoted market prices for identical assets or liabilities in active markets that the Plan has the ability to access.

 

·                  Level 2 - Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable (e.g., interest rates, yield curves, prepayment speeds, default rates, loss severities, etc.) or can be corroborated by observable market data.

 

·                  Level 3 - Valuations based on models where significant inputs are not observable.  The unobservable inputs reflect the Plan’s own assumptions about the inputs that market participants would use.

 

Valuation of Investments Reported at Fair Value in Financial Statements

 

The fair value of a financial instrument is the estimated amount at which the instrument could be exchanged in an orderly transaction between knowledgeable, unrelated, willing parties, i.e., not in a forced transaction.  The estimated fair value of a financial instrument may differ from the amount that could be realized if the security was sold in an immediate sale, e.g., a forced transaction.  Additionally, the valuation of investments is more subjective when markets are less liquid due to the lack of market based inputs, which may increase the potential that the estimated fair value of an investment is not reflective of the price at which an actual transaction would occur.

 

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THE TRAVELERS 401(K) SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS, Continued

 

DECEMBER 31, 2013 AND 2012

 

4.                       FAIR VALUE MEASUREMENTS, Continued

 

For investments that have quoted market prices in active markets, the Plan uses the unadjusted quoted market prices as fair value and includes these prices in the amounts disclosed in Level 1 of the hierarchy.  The Plan receives the quoted market prices from a third party, nationally recognized pricing service (pricing service).  When quoted market prices are unavailable, the Plan utilizes a pricing service which provides a bid price that the Plan uses to determine an estimate of fair value.  The fair value estimates provided from this pricing service are included in the amount disclosed in Level 2 of the hierarchy.  If quoted market prices and an estimate from a pricing service are unavailable, the Plan produces an estimate of fair value based on internally developed valuation techniques, which, depending on the level of observable market inputs, will render the fair value estimate as Level 2 or Level 3.

 

Plan investments are stated at fair value as of December 31, 2013 and 2012, except for short-term investments that are valued at cost plus accrued interest, which approximates their fair value and are included in Level 1.

 

Mutual funds are valued at their quoted net asset value.  The Plan receives prices daily at the close of trading from a nationally recognized pricing service that are based on observable market transactions and includes these estimates in the amount disclosed in Level 1.

 

The unit interests in the collective/common trust funds are valued at the net asset value per unit as reported by the sponsor of the collective/common trust funds derived from the exchange where the underlying securities are primarily traded and are redeemable daily. The Plan includes the fair value estimates of these securities in Level 2.

 

Fully benefit-responsive investment contracts with financial institutions consist of synthetic guaranteed investment contracts (Synthetic GICs) which are reported at fair value.  Synthetic GICs are valued at the fair value of the underlying assets of the master trust derived from the exchange where the securities are primarily traded. The Plan includes the fair value estimates of the Synthetic GICs in Level 2. The fair value of the wrapper contracts associated with the Synthetic GICs are based on the wrap contract fees provided by insurance companies and are disclosed in Level 3 due to the significant inputs being unobservable. The Statements of Net Assets Available for Benefits presents the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value.

 

Common stocks traded on national securities exchanges are valued at their closing market prices.

 

The Fidelity BrokerageLink investments are reported at fair value. For the majority of Fidelity BrokerageLink investments the Plan receives prices from a nationally recognized pricing service that are based on observable market transactions and includes these estimates in the amount disclosed in Level 1 (equities, mutual funds and government bonds).  The corporate bonds are disclosed in Level 2 since significant inputs are market observable. The certificates of deposit are valued at their certificate balances, which approximate fair value and are disclosed in Level 3 due to the significant inputs being unobservable.

 

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THE TRAVELERS 401(K) SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS, Continued

 

DECEMBER 31, 2013 AND 2012

 

4.                       FAIR VALUE MEASUREMENTS, Continued

 

The following tables present the level within the fair value hierarchy at which the Plan’s financial assets are measured on a recurring basis at December 31, 2013 and 2012 (in thousands).

 

At December 31, 2013 

 

Total

 

Level 1

 

Level 2

 

Level 3

 

 

 

 

 

 

 

 

 

 

 

Invested assets

 

 

 

 

 

 

 

 

 

Mutual funds:

 

 

 

 

 

 

 

 

 

Blended funds

 

$

968,124

 

$

968,124

 

$

 

$

 

Growth funds

 

583,632

 

583,632

 

 

 

Bond funds

 

322,350

 

322,350

 

 

 

Value funds

 

300,633

 

300,633

 

 

 

International fund

 

184,811

 

184,811

 

 

 

Balanced fund

 

110,432

 

110,432

 

 

 

Money market fund

 

63,478

 

63,478

 

 

 

Collective/common trust funds:

 

 

 

 

 

 

 

 

 

Target funds

 

654,674

 

 

654,674

 

 

International funds

 

257,500

 

 

257,500

 

 

International emerging markets fund

 

30,654

 

 

30,654

 

 

Fully benefit-responsive investment contracts

 

622,355

 

 

622,355

 

 

Common stock

 

428,278

 

428,278

 

 

 

Fidelity BrokerageLink investments:

 

 

 

 

 

 

 

 

 

Common stock

 

59,373

 

59,353

 

20

 

 

Mutual funds

 

27,045

 

27,045

 

 

 

Interest-bearing cash

 

19,415

 

19,415

 

 

 

Corporate bonds

 

781

 

 

781

 

 

 

Certificates of deposit

 

751

 

 

 

751

 

U.S. government securities

 

411

 

411

 

 

 

Preferred stock

 

328

 

328

 

 

 

Other

 

13

 

13

 

 

 

Short-term investments

 

34,789

 

34,789

 

 

 

Total

 

$

4,669,827

 

$

3,103,092

 

$

1,565,984

 

$

751

 

 

During the year ended December 31, 2013, the Plan had transfers of $26,000 of common stock in Fidelity BrokerageLink investments from Level 1 to Level 2.

 

13



Table of Contents

 

THE TRAVELERS 401(K) SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS, Continued

 

DECEMBER 31, 2013 AND 2012

 

4.                       FAIR VALUE MEASUREMENTS, Continued

 

At December 31, 2012

 

Total

 

Level 1

 

Level 2

 

Level 3

 

 

 

 

 

 

 

 

 

 

 

Invested assets

 

 

 

 

 

 

 

 

 

Mutual funds:

 

 

 

 

 

 

 

 

 

Blended funds

 

$

698,055

 

$

698,055

 

$

 

$

 

Growth funds

 

452,376

 

452,376

 

 

 

Bond funds

 

332,850

 

332,850

 

 

 

Value funds

 

227,182

 

227,182

 

 

 

International fund

 

164,904

 

164,904

 

 

 

Balanced fund

 

96,309

 

96,309

 

 

 

Money market fund

 

58,540

 

58,540

 

 

 

Collective/common trust funds:

 

 

 

 

 

 

 

 

 

Target funds

 

495,924

 

 

495,924

 

 

International funds

 

203,752

 

 

203,752

 

 

International emerging markets fund

 

12,298

 

 

12,298

 

 

Fully benefit-responsive investment contracts

 

651,527

 

 

651,527

 

 

Common stock

 

368,391

 

368,391

 

 

 

Fidelity BrokerageLink investments:

 

 

 

 

 

 

 

 

 

Common stock

 

45,162

 

45,162

 

 

 

Mutual funds

 

21,741

 

21,741

 

 

 

Interest-bearing cash

 

15,479

 

15,479

 

 

 

Certificates of deposit

 

655

 

 

 

655

 

Corporate bonds

 

507

 

 

507

 

 

U.S. government securities

 

413

 

413

 

 

 

Preferred stock

 

368

 

368

 

 

 

Other

 

4

 

4

 

 

 

Short-term investments

 

29,789

 

29,789

 

 

 

Wrapper contract

 

116

 

 

 

116

 

Total

 

$

3,876,342

 

$

2,511,563

 

$

1,364,008

 

$

771

 

 

14



Table of Contents

 

THE TRAVELERS 401(K) SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS, Continued

 

DECEMBER 31, 2013 AND 2012

 

4.                       FAIR VALUE MEASUREMENTS, Continued

 

The following tables present the changes in the Level 3 fair value category for the years ended December 31, 2013 and 2012:

 

 

 

Fidelity
BrokerageLink
Investments —
Certificates of Deposit

 

Wrapper
Contract

 

Total

 

 

 

 

 

 

 

 

 

Balance at December 31, 2012

 

$

655

 

$

116

 

$

771

 

Net appreciation (depreciation) in fair value of investments

 

(10

)

(116

)

(126

)

Purchases

 

669

 

 

669

 

Sales

 

(542

)

 

(542

)

Withdrawal

 

(21

)

 

(21

)

 

 

 

 

 

 

 

 

Balance at December 31, 2013

 

$

751

 

$

 

$

751

 

 

 

 

 

 

 

 

 

Amount of net appreciation (depreciation) for the period attributable to changes in fair value of assets still held at the reporting date

 

$

(2

)

$

(116

)

$

(118

)

 

 

 

Fidelity BrokerageLink
Investments —
Certificates of Deposit

 

Wrapper
Contract

 

Total

 

 

 

 

 

 

 

 

 

Balance at December 31, 2011

 

$

1,311

 

$

41

 

$

1,352

 

Net appreciation (depreciation) in fair value of investments

 

(21

)

75

 

54

 

Purchases

 

287

 

 

287

 

Sales

 

(922

)

 

(922

)

 

 

 

 

 

 

 

 

Balance at December 31, 2012

 

$

655

 

$

116

 

$

771

 

 

 

 

 

 

 

 

 

Amount of net appreciation (depreciation) for the period attributable to changes in fair value of assets still held at the reporting date

 

$

(9

)

$

75

 

$

66

 

 

The Plan had no financial assets that were measured at fair value on a non-recurring basis during the years ended December 31, 2013 and 2012.

 

5.                       FULLY BENEFIT-RESPONSIVE INVESTMENT CONTRACTS WITH FINANCIAL INSTITUTIONS

 

The Plan’s Stable Value Fund (the Fund) is composed primarily of Synthetic GICs.

 

Synthetic GICs.  A Synthetic GIC is an investment contract issued by an insurance company or other financial institution, also known as a wrap contract, backed by a portfolio of bonds or other fixed income securities that are owned by the Fund.  The assets underlying the contract are maintained separate from the issuer’s general assets, usually by the Fund’s trustee or a third party custodian.  The contracts are obligated to provide an interest rate not less than zero.

 

15



Table of Contents

 

THE TRAVELERS 401(K) SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS, Continued

 

DECEMBER 31, 2013 AND 2012

 

5.                       FULLY BENEFIT-RESPONSIVE INVESTMENT CONTRACTS WITH FINANCIAL INSTITUTIONS, Continued

 

The assets underlying the contracts consist of commingled funds sponsored either by Goldman Sachs Asset Management (GSAM) or Prudential Trust Company.  The fair value of those funds at December 31, 2013 and 2012 (see Note 4) was as follows (in thousands):

 

At December 31, 

 

2013

 

2012

 

 

 

 

 

 

 

2012 Term Fund

 

$

 

$

11,678

 

2013 Term Fund

 

2,295

 

70,744

 

2014 Term Fund

 

105,500

 

118,797

 

2015 Term Fund

 

124,459

 

123,604

 

2016 Term Fund

 

127,884

 

150,700

 

2017 Term Fund

 

88,023

 

 

Intermediate Core Fund

 

105,564

 

106,320

 

Prudential Core Conservative Intermediate Bond Fund

 

68,630

 

69,684

 

Total

 

$

622,355

 

$

651,527

 

 

Primary variables impacting future crediting rates of the Synthetic GICs include current yield of the assets within the contract, duration of the assets covered by the contract, and existing difference between the fair value and contract value of the assets within the contract.  Synthetic GICs are designed to reset the respective crediting rate, typically on a monthly basis.  These contracts provide that realized and unrealized gains and losses on the underlying assets are not reflected immediately in the assets of the fund, but rather are amortized, over the duration of the underlying assets or other agreed upon period, through adjustments to the future interest crediting rates.  The issuer guarantees that all qualified participant withdrawals will occur at contract value, which represents contributions made under the contract, plus credited interest, less withdrawals made under the contract and administrative expenses.

 

Events Limiting Ability to Receive Contract Value.  Certain events limit the ability of the Plan to transact at contract value with the issuer.  While the events may differ from contract to contract, the events typically include: (i) amendments to the Plan documents; (ii) changes to the Plan’s prohibition on competing investment options or deletion of equity wash provisions; (iii) complete or partial termination of the Plan or its merger with another plan; (iv) the failure of the Plan or its trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA; (v) unless made in accordance with the withdrawal provisions of the Plan, the withdrawal from the wrap contract at the direction of the Company, including withdrawals due to the removal of a specifically identifiable group of employees from coverage under the Plan (such as a group layoff or early retirement incentive program), or the closing or sale of a subsidiary, employing unit or affiliate, the bankruptcy or insolvency of the Company, or the Company’s establishment of another tax qualified defined contribution plan; (vi) any change in law, regulation, ruling, administrative or judicial position or accounting requirement, in any case applicable to the Plan or Fund; and (vii) the delivery of any communication to Plan participants designed to influence a participant not to invest in the Fund.  At this time, the Company does not believe that the occurrence of any events, such as those described above, which would limit the Plan’s ability to transact at contract value with participants, is probable.

 

Contract Termination.  Synthetic GIC wrap contracts generally are evergreen contracts that permit termination upon notice at any time, and provide for automatic termination if the contract value or the fair value of the underlying assets equals zero.  If the fair value equals zero, the issuer of the wrap contract is obligated to pay the difference between the fair value and the contract value.

 

16



Table of Contents

 

THE TRAVELERS 401(K) SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS, Continued

 

DECEMBER 31, 2013 AND 2012

 

5.                       FULLY BENEFIT-RESPONSIVE INVESTMENT CONTRACTS WITH FINANCIAL INSTITUTIONS, Continued

 

If the Fund defaults in its obligations under the contract and the default is not cured within a cure period, the issuer may terminate the contract and the Fund will retain the fair value of the underlying assets as of the date of termination.  The Synthetic GICs generally permit the issuer or investment manager to convert the wrapped portfolio to a declining duration strategy, in which case the contract would terminate at a date that corresponds to the duration of the underlying fixed income portfolio on the date of an amortization election (Amortization Election).  After the effective date of an Amortization Election, the fixed income portfolio must conform to the guidelines agreed upon by the issuer and the investment manager for the Amortization Election period. Such guidelines are intended to result in the fair value equaling or exceeding the contract value of the wrapped portfolio by such termination date.  The Fund may make an Amortization Election if the contract permits the issuer to terminate at fair value, the issuer terminates the contract, and the contract provides for such an Amortization Election.

 

The Synthetic GICs are placed with financial institutions that have been approved by GSAM Stable Value, LLC’s credit review process. Currently, the Stable Value Fund’s wrap contract issuers have a Standard & Poor’s credit rating of A- or equivalent or higher. Additionally, a minimum Standard & Poor’s average credit rating of AA- or equivalent is required at purchase for the issuers of the underlying fixed income investments.

 

Average Yield.  The average yield of the contracts is as follows:

 

For the year ended December 31, 

 

2013

 

2012

 

 

 

 

 

 

 

Based on actual earnings

 

0.95

%

0.80

%

Based on interest rate credited to participants

 

1.21

%

1.62

%

 

6.                       PARTY-IN-INTEREST TRANSACTIONS

 

Transactions resulting in Plan assets being transferred to or used by a related party are prohibited under ERISA unless a specific exemption applies.  The following transactions with related parties are specifically exempted from the “prohibited transactions” provisions of ERISA and the Internal Revenue Code:

 

·                      The Plan invests in funds managed by an affiliate of FMTC, a party-in-interest as defined by ERISA as a result of being trustee of the Plan.

 

·                      The Plan also engages in transactions involving the acquisition or disposition of common stock of the Company, a party-in-interest with respect to the Plan.

 

7.                       PLAN TERMINATION

 

Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions of ERISA.  Upon such termination, the Plan administrator may direct the Plan trustee to distribute participant account balances.  Upon termination of the Plan, participant account balances would vest in full.

 

17



Table of Contents

 

THE TRAVELERS 401(K) SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS, Continued

 

DECEMBER 31, 2013 AND 2012

 

8.                       TAX STATUS

 

The Internal Revenue Service (IRS) has determined and informed the Company by letter dated September 14, 2013, that the Plan as designed is qualified under Section 401(a) of the Internal Revenue Code and the Trust is qualified under Section 501(a) of the Internal Revenue Code.  The Plan administrator and the Plan’s legal counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code.  Therefore, no provision for income taxes has been included in the Plan’s financial statements.  At December 31, 2013 and 2012, the Plan had no uncertain tax positions.

 

9.                       RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

 

The following is a reconciliation of the net assets available for benefits per the financial statements at December 31, 2013 and December 31, 2012 to Form 5500 (in thousands):

 

At December 31, 

 

2013

 

2012

 

 

 

 

 

 

 

Net assets available for benefits per the financial statements

 

$

4,842,728

 

$

4,028,233

 

Adjustments from contract value to fair value for fully benefit-responsive investment contracts

 

6,066

 

15,575

 

Net assets available for benefits per the Form 5500

 

$

4,848,794

 

$

4,043,808

 

 

The following is a reconciliation of investment income per the financial statements to the Form 5500 (in thousands):

 

For the year ended December 31, 

 

2013

 

2012

 

 

 

 

 

 

 

Total investment income per the financial statements

 

$

787,833

 

$

410,578

 

Adjustment from contract value to fair value for fully benefit-responsive investment contracts — current year

 

6,066

 

15,575

 

Adjustment from contract value to fair value for fully benefit-responsive investment contracts — prior year

 

(15,575

)

(9,993

)

Total investment income per the Form 5500

 

$

778,324

 

$

416,160

 

 

18



Table of Contents

 

Schedule 1

Page 1

 

THE TRAVELERS 401(K) SAVINGS PLAN

 

SCHEDULE H, Line 4i — Schedule of Assets (Held at End of Year)

 

December 31, 2013

 

Description of Investment

 

 

 

Maturity

 

Number of

 

Current

 

Identity of Issue

 

Rate

 

Date

 

Shares/Units

 

Value

 

 

 

 

 

 

 

 

 

 

 

Mutual Funds:

 

 

 

 

 

 

 

 

 

American Beacon Large Cap Value Fund — Institutional Class

 

 

 

 

 

5,690,486

 

$

163,601,472

 

Baron Growth Fund — Institutional Shares

 

 

 

 

 

1,342,956

 

98,196,927

 

*Fidelity Puritan Fund — Class K

 

 

 

 

 

5,204,132

 

110,431,689

 

Goldman Sachs Mid Cap Value Fund — Institutional Class

 

 

 

 

 

1,896,142

 

84,245,571

 

JPMorgan Large Cap Growth Fund — Class R6

 

 

 

 

 

10,072,030

 

322,405,671

 

Morgan Stanley Institutional Fund Trust: Mid Cap Growth Portfolio — Class I Shares

 

 

 

 

 

3,598,085

 

163,029,211

 

Neuberger Berman Genesis Fund — Institutional Class

 

 

 

 

 

2,626,881

 

162,603,918

 

PIMCO Total Return Institutional Fund

 

 

 

 

 

6,261,780

 

66,938,426

 

Target Small Capitalization Value Portfolio — Class T

 

 

 

 

 

1,966,707

 

52,786,426

 

Thornburg International Value Fund — Class R6

 

 

 

 

 

5,775,328

 

184,810,491

 

Vanguard Institutional Index Fund — Institutional Plus Class

 

 

 

 

 

3,538,506

 

598,998,253

 

Vanguard Mid-Cap Index Fund Institutional Plus

 

 

 

 

 

1,145,883

 

170,014,731

 

Vanguard Prime Money Market Fund — Institutional Class

 

 

 

 

 

63,479,259

 

63,478,259

 

Vanguard Small-Cap Index Fund Institutional

 

 

 

 

 

692,607

 

36,507,293

 

Vanguard Total Bond Market Index Fund — Institutional Plus Class

 

 

 

 

 

24,186,725

 

255,411,817

 

Total Mutual Funds

 

 

 

 

 

 

 

2,533,460,155

 

 

 

 

 

 

 

 

 

 

 

Collective/Common Trust Funds

 

 

 

 

 

 

 

 

 

SSgA World ex. U.S. Index Non-Lending Series Fund — Class C

 

 

 

 

 

17,361,102

 

257,499,867

 

SSgA Emerging Markets Index Non-Lending Series Fund — Class C

 

 

 

 

 

1,777,356

 

30,654,056

 

Vanguard Target Retirement Income Trust I

 

 

 

 

 

660,591

 

28,048,677

 

Vanguard Target Retirement 2010 Trust I

 

 

 

 

 

280,856

 

11,433,661

 

Vanguard Target Retirement 2015 Trust I

 

 

 

 

 

2,092,146

 

85,275,858

 

Vanguard Target Retirement 2020 Trust I

 

 

 

 

 

1,926,304

 

78,419,839

 

Vanguard Target Retirement 2025 Trust I

 

 

 

 

 

3,327,109

 

133,616,698

 

Vanguard Target Retirement 2030 Trust I

 

 

 

 

 

1,340,813

 

53,431,383

 

Vanguard Target Retirement 2035 Trust I

 

 

 

 

 

2,021,078

 

80,964,401

 

Vanguard Target Retirement 2040 Trust I

 

 

 

 

 

1,086,309

 

44,267,080

 

Vanguard Target Retirement 2045 Trust I

 

 

 

 

 

2,365,457

 

96,108,498

 

Vanguard Target Retirement 2050 Trust I

 

 

 

 

 

899,897

 

36,787,801

 

Vanguard Target Retirement 2055 Trust I

 

 

 

 

 

126,656

 

6,320,126

 

Total Collective/Common Trust Funds

 

 

 

 

 

 

 

942,827,945

 

 

(continued)

 

19



Table of Contents

 

Schedule 1

Page 2

 

THE TRAVELERS 401(K) SAVINGS PLAN

 

SCHEDULE H, Line 4i — Schedule of Assets (Held at End of Year)

 

December 31, 2013

 

Description of Investment

 

 

 

Maturity

 

Number of

 

Current

 

Identity of Issue

 

Rate

 

Date

 

Shares/Units

 

Value

 

 

 

 

 

 

 

 

 

 

 

Fully Benefit-Responsive Investments with Financial Institutions:

 

 

 

 

 

 

 

 

 

Monumental Life Insurance, MDA00987TR:

 

 

 

 

 

 

 

 

 

2013 Term Fund

 

1.28

%

Various

 

897,327

 

897,327

 

2014 Term Fund

 

1.28

%

Various

 

46,368,097

 

46,368,097

 

2015 Term Fund

 

1.28

%

Various

 

53,542,003

 

53,542,003

 

2016 Term Fund

 

1.28

%

Various

 

54,520,983

 

54,520,983

 

2017 Term Fund

 

1.28

%

Various

 

28,664,811

 

28,664,811

 

Total Monumental Life Insurance, MDA00987TR

 

 

 

 

 

 

 

183,993,221

 

 

 

 

 

 

 

 

 

 

 

NATIXIS Financial Products, Inc., 1923-01

 

 

 

 

 

 

 

 

 

2013 Term Fund

 

1.56

%

Various

 

287,453

 

287,453

 

2014 Term Fund

 

1.56

%

Various

 

9,274,873

 

9,274,873

 

2015 Term Fund

 

1.56

%

Various

 

10,654,864

 

10,654,864

 

2016 Term Fund

 

1.56

%

Various

 

11,189,918

 

11,189,918

 

2017 Term Fund

 

1.56

%

Various

 

8,767,759

 

8,767,759

 

Intermediate Core Fund

 

1.56

%

Various

 

1,122,345

 

15,863,511

 

Total NATIXIS Financial Products, Inc., 1923-01

 

 

 

 

 

 

 

56,038,378

 

 

 

 

 

 

 

 

 

 

 

Pacific Life Insurance Company, G-26926.01.0001

 

 

 

 

 

 

 

 

 

2013 Term Fund

 

1.55

%

Various

 

952,993

 

952,993

 

2014 Term Fund

 

1.55

%

Various

 

30,907,805

 

30,907,805

 

2015 Term Fund

 

1.55

%

Various

 

35,483,350

 

35,483,350

 

2016 Term Fund

 

1.55

%

Various

 

37,300,394

 

37,300,394

 

2017 Term Fund

 

1.55

%

Various

 

29,078,884

 

29,078,884

 

Intermediate Core Fund

 

1.55

%

Various

 

3,736,218

 

52,808,672

 

Total Pacific Life Insurance Company, G-26926.01.0001

 

 

 

 

 

 

 

186,532,098

 

 

 

 

 

 

 

 

 

 

 

Prudential Insurance Company of America, GA-63058

 

 

 

 

 

 

 

 

 

2013 Term Fund

 

1.43

%

Various

 

156,896

 

156,896

 

2014 Term Fund

 

1.43

%

Various

 

18,949,130

 

18,949,130

 

2015 Term Fund

 

1.43

%

Various

 

24,778,753

 

24,778,753

 

2016 Term Fund

 

1.43

%

Various

 

24,872,856

 

24,872,856

 

2017 Term Fund

 

1.43

%

Various

 

21,511,097

 

21,511,097

 

Intermediate Core Fund

 

1.43

%

Various

 

2,610,104

 

36,891,886

 

Prudential Core Conservative Int. Bond Fund

 

 

 

 

 

68,630,111

 

68,630,111

 

Total Prudential Insurance Company of America,GA-63058

 

 

 

 

 

 

 

195,790,729

 

Total Fully Benefit-Responsive Investments with Financial Institutions

 

 

 

 

 

 

 

622,354,426

 

 

(continued)

 

20



Table of Contents

 

Schedule 1

Page 3

 

THE TRAVELERS 401(K) SAVINGS PLAN

 

SCHEDULE H, Line 4i — Schedule of Assets (Held at End of Year)

 

December 31, 2013

 

Description of Investment

 

 

 

Maturity

 

Number of

 

Current

 

Identity of Issue

 

Rate

 

Date

 

Shares/Units

 

Value

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

* The Travelers Companies, Inc.

 

 

 

 

 

4,540,196

 

$

411,069,346

 

Citigroup, Inc.

 

 

 

 

 

330,237

 

17,208,650

 

Total Common Stock

 

 

 

 

 

 

 

428,277,996

 

 

 

 

 

 

 

 

 

 

 

*Fidelity BrokerageLink Investments

 

 

 

 

 

 

 

108,117,383

 

 

 

 

 

 

 

 

 

 

 

Short-Term Investments:

 

 

 

 

 

 

 

 

 

*Fidelity Management Trust Company, Institutional Cash Portfolio, MM Fund Class 1 Shares

 

0.04

%

Due on Demand

 

 

 

34,788,894

 

 

 

 

 

 

 

 

 

 

 

*Notes receivable from participants (1)

 

 

 

 

 

 

 

85,751,289

 

 

 

 

 

 

 

 

 

 

 

Total Investments

 

 

 

 

 

 

 

$

4,755,578,088

 

 

See accompanying report of independent registered public accounting firm.

 


* Parties-in-interest as defined by ERISA.

 

(1) 12,077 loans, interest rates ranging from 4.25% to 10.50%, 5-year maximum term with the exception of home loans, which have a 20-year maximum term.

 

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Table of Contents

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on their behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

THE TRAVELERS 401(k) SAVINGS PLAN

 

 

(The Plan)

 

 

 

Date: June 19, 2014

 

By:

/s/ John P. Clifford Jr.

 

 

John P. Clifford Jr.
Executive Vice President, Human Resources
and Plan Administrator
Member of the Administrative Committee for
The Travelers 401(k) Savings Plan

 

22