Item 8.01 Other Events.

On April 23, 2020, The Travelers Companies, Inc. (the "Company") entered into an Underwriting Agreement (the "Agreement") with Citigroup Global Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule 1 of the Agreement, for the issuance and sale by the Company of $500,000,000 aggregate principal amount of the Company's 2.550% Senior Notes due 2050 (the "Notes"). The foregoing description is qualified by reference to the Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated by reference herein. Further information concerning the Notes and related matters is set forth in the Company's Prospectus Supplement, dated April 23, 2020, which was filed with the Securities and Exchange Commission on April 24, 2020.

The Agreement is not intended to provide factual information or other disclosure other than with respect to the terms of the Agreement itself, and you should not rely on it for that purpose. In particular, any representations and warranties made by us in the Agreement were made solely as of the dates specified in the Agreement, within the specific context of the Agreement, including subject to the qualifications and limitations agreed to by the parties, and only to the other express parties to the Agreement. No other person may rely on such representations and warranties.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.

Exhibit
  No.                                       Description

     1.1         Underwriting Agreement, dated April 23, 2020

     5.4         Opinion of Wendy C. Skjerven, Esq.

     5.5         Opinion of Simpson, Thacher & Bartlett LLP

    23.2         Consent of Simpson, Thacher & Bartlett LLP (included in Exhibit 5.5)


   101.1       Pursuant to Rule 406 of Regulation S-T, the cover page to this Current
               Report on Form 8-K is formatted in Inline XBRL

   104.1       Cover Page Interactive Data File (Embedded within the Inline XBRL
               document and included in Exhibit 101.1)


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