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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM____________ TO__________
__________________________
COMMISSION FILE NUMBER 33-03094
__________________________
THE TRAVELERS INSURANCE COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CONNECTICUT 06-0566090
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE CITYPLACE, HARTFORD, CONNECTICUT 06103-3415
(Address of principal executive offices) (Zip Code)
(860) 308-1000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by checkmark whether the registrant is an accelerated filer (as defined
in Exchange Act Rule 12b-2).
Yes [ ] No [X]
As of the date hereof, there were outstanding 40,000,000 shares of common stock,
par value $2.50 per share, of the registrant, all of which were owned by
Citigroup Insurance Holding Corporation, an indirect wholly owned subsidiary of
Citigroup Inc.
REDUCED DISCLOSURE FORMAT
The registrant meets the conditions set forth in General Instruction H(1)(a) and
(b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced
disclosure format.
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
TABLE OF CONTENTS
Page
----
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Statements of Income for the
three months ended March 31, 2004 and 2003 (unaudited)......................................... 3
Condensed Consolidated Balance Sheets as of March 31, 2004 (unaudited) and
December 31, 2003.............................................................................. 4
Condensed Consolidated Statements of Changes in
Shareholder's Equity for the three months ended March 31, 2004 and 2003 (unaudited)............ 5
Condensed Consolidated Statements of Cash Flows for the
three months ended March 31, 2004 and 2003 (unaudited)......................................... 6
Notes to Condensed Consolidated Financial Statements (unaudited)............................... 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.................................................. 14
ITEM 4. CONTROLS AND PROCEDURES................................................................ 18
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K....................................................... 19
Signatures..................................................................................... 20
Exhibit 31.01.................................................................................. 21
Exhibit 31.02.................................................................................. 22
Exhibit 32.01.................................................................................. 23
2
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
($ in millions)
THREE MONTHS ENDED
MARCH 31,
-------------------------
2004 2003
---------- ----------
REVENUES
Premiums $ 480 $ 468
Net investment income 834 764
Realized investment gains 13 3
Fee income 182 145
Other revenues 39 27
---------- ----------
Total Revenues 1,548 1,407
---------- ----------
BENEFITS AND EXPENSES
Current and future insurance benefits 430 415
Interest credited to contractholders 310 308
Amortization of deferred acquisition costs 142 124
General and administrative expenses 131 111
---------- ----------
Total Benefits and Expenses 1,013 958
---------- ----------
Income from operations before federal income taxes 535 449
Federal income taxes 130 88
---------- ----------
Net Income $ 405 $ 361
========== ==========
See Notes to Condensed Consolidated Financial Statements.
3
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
($ in millions)
MARCH 31, 2004 DECEMBER 31, 2003
(UNAUDITED)
-------------- -----------------
ASSETS
Investments (including $2,973 and $2,170 subject to securities
lending agreements) $ 59,438 $ 56,204
Separate and variable accounts 28,013 26,972
Reinsurance recoverable 4,525 4,470
Deferred acquisition costs 4,520 4,395
Other assets 2,731 3,307
-------------- -----------------
Total Assets $ 99,227 $ 95,348
-------------- -----------------
LIABILITIES
Contractholder funds $ 31,264 $ 30,252
Future policy benefits and claims 16,097 15,964
Separate and variable accounts 28,013 26,972
Other liabilities 10,121 8,803
-------------- -----------------
Total Liabilities 85,495 81,991
-------------- -----------------
SHAREHOLDER'S EQUITY
Common stock, par value $2.50; 40 million shares authorized,
issued and outstanding 100 100
Additional paid-in capital 5,448 5,446
Retained earnings 6,389 6,451
Accumulated other changes in equity from nonowner sources 1,795 1,360
-------------- -----------------
Total Shareholder's Equity 13,732 13,357
-------------- -----------------
Total Liabilities and Shareholder's Equity $ 99,227 $ 95,348
============== =================
See Notes to Condensed Consolidated Financial Statements.
4
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
(UNAUDITED)
($ in millions)
THREE MONTHS ENDED
MARCH 31,
---------------------------------
2004 2003
-------------- --------------
COMMON STOCK
Balance, beginning of period $ 100 $ 100
Changes in common stock - -
-------------- --------------
Balance, end of period $ 100 $ 100
============== ==============
ADDITIONAL PAID-IN CAPITAL
Balance, beginning of period $ 5,446 $ 5,443
Stock option tax benefit 2 1
-------------- --------------
Balance, end of period $ 5,448 $ 5,444
============== ==============
RETAINED EARNINGS
Balance, beginning of period $ 6,451 $ 5,638
Net income 405 361
Dividends to parent (467) (64)
-------------- --------------
Balance, end of period $ 6,389 $ 5,935
============== ==============
ACCUMULATED OTHER CHANGES
IN EQUITY FROM NONOWNER SOURCES
Balance, beginning of period $ 1,360 $ 454
Foreign currency translation, net of tax - 2
Unrealized gains, net of tax 454 349
Derivative instrument hedging activity gains (losses),
net of tax (19) 30
-------------- --------------
Balance, end of period $ 1,795 $ 835
============== ==============
SUMMARY OF CHANGES IN EQUITY
FROM NONOWNER SOURCES
Net income $ 405 $ 361
Other changes in equity from nonowner sources 435 381
-------------- --------------
Total changes in equity from nonowner sources $ 840 $ 742
============== ==============
TOTAL SHAREHOLDER'S EQUITY
Balance, beginning of period $ 13,357 $ 11,635
Changes in nonowner sources 840 742
Dividends (467) (64)
Changes in additional paid-in capital 2 1
-------------- --------------
Balance, end of period $ 13,732 $ 12,314
============== ==============
See Notes to Condensed Consolidated Financial Statements.
5
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH
(UNAUDITED)
($ in millions)
THREE MONTHS ENDED
MARCH 31,
---------------------------------
2004 2003
-------------- --------------
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 568 $ 105
-------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities of investments
Fixed maturities 1,550 1,307
Equity securities 73 -
Mortgage loans 85 90
Proceeds from sales of investments
Fixed maturities 1,364 3,260
Equity securities 40 45
Real estate held for sale 6 3
Purchases of investments
Fixed maturities (3,784) (6,124)
Equity securities (34) (42)
Mortgage loans (140) (30)
Policy loans, net 10 17
Short-term securities (purchases) sales, net (1,205) 464
Other investment (purchases) sales, net 260 (58)
Securities transactions in course of settlement, net 1,029 (351)
-------------- --------------
Net cash used in investing activities (746) (1,419)
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES
Contractholder fund deposits 2,014 2,489
Contractholder fund withdrawals (1,359) (1,161)
Dividends to parent company (467) (64)
-------------- --------------
Net cash provided by financing activities 188 1,264
-------------- --------------
Net increase (decrease) in cash 10 (50)
Cash at beginning of period 149 186
-------------- --------------
Cash at end of period $ 159 $ 136
============== ==============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Income taxes paid (received) $ (9) $ 48
============== ==============
See Notes to Condensed Consolidated Financial Statements.
6
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION
The Travelers Insurance Company (TIC, together with its subsidiaries, the
Company), is a wholly owned subsidiary of Citigroup Insurance Holding
Corporation (CIHC), an indirect wholly owned subsidiary of Citigroup Inc.
(Citigroup). Citigroup is a diversified global financial services holding
company whose businesses provide a broad range of financial services to
consumer and corporate customers around the world. The condensed
consolidated financial statements and accompanying footnotes of the Company
are prepared in conformity with accounting principles generally accepted in
the United States of America (GAAP) and are unaudited. The preparation of
financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
benefits and expenses during the reporting period. Actual results could
differ from those estimates.
The Company's two reportable business segments are Travelers Life & Annuity
and Primerica. The primary insurance entities of the Company are TIC and
its subsidiary The Travelers Life and Annuity Company (TLAC), included in
the Travelers Life & Annuity segment, and Primerica Life Insurance Company
(Primerica Life) and its subsidiaries, Primerica Life Insurance Company of
Canada, CitiLife Financial Limited (CitiLife) and National Benefit Life
Insurance Company (NBL), included in the Primerica segment. Significant
intercompany transactions and balances have been eliminated. The Company
consolidates entities deemed to be variable interest entities when the
Company is determined to be the primary beneficiary under Financial
Accounting Standards Board (FASB) Interpretation No. 46, "Consolidation of
Variable Interest Entities" (FIN 46). The condensed consolidated financial
statements include the accounts of the insurance entities of the Company
and Tribeca Citigroup Investments Ltd., among others, on a fully
consolidated basis.
In the opinion of management, the interim financial statements reflect all
normal recurring adjustments necessary for a fair presentation of results
for the periods reported. The accompanying condensed consolidated financial
statements should be read in conjunction with the consolidated financial
statements and related notes included in the Company's Annual Report on
Form 10-K for the year ended December 31, 2003. The condensed consolidated
balance sheet as of December 31, 2003 was derived from the audited balance
sheet included in the Form 10-K. Certain financial information that is
normally included in annual financial statements prepared in accordance
with GAAP, but is not required for interim reporting purposes, has been
condensed or omitted. Certain prior year amounts have been reclassified to
conform to the 2004 presentation.
2. ACCOUNTING STANDARDS
CHANGES IN ACCOUNTING PRINCIPLES
ACCOUNTING AND REPORTING BY INSURANCE ENTERPRISES FOR CERTAIN
NONTRADITIONAL LONG-DURATION CONTRACTS AND FOR SEPARATE ACCOUNTS
In July 2003, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants issued Statement of Position 03-1
"Accounting and Reporting by Insurance Enterprises for Certain
Nontraditional Long-Duration Contracts and for Separate Accounts" (SOP
03-1). The main components of SOP 03-1 provide guidance on accounting and
reporting by insurance enterprises for separate account presentation,
accounting for an insurer's interest in a separate account, transfers to a
separate account, valuation of certain liabilities, contracts with death or
other benefit features, contracts that provide
7
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
annuitization benefits, and sales inducements to contract holders. SOP 03-1 is
effective for financial statements for fiscal years beginning after December 15,
2003, and was adopted by the Company on January 1, 2004.
The following summarizes the more significant aspects of the Company's adoption
of SOP 03-1:
Separate Account Presentation. SOP 03-1 requires separate account products to
- -----------------------------
meet certain criteria in order to be treated as separate account products. For
products not meeting the specified criteria, these assets and liabilities are
included in the reporting entities' general account.
The Company's adoption of SOP 03-1 resulted in the consolidation on the
Company's balance sheet of approximately $500 million of investments previously
held in separate and variable account assets and approximately $500 million of
contractholder funds previously held in separate and variable account
liabilities.
Variable Annuity Contracts with Guaranteed Minimum Death Benefit Features. For
- -------------------------------------------------------------------------
variable annuity contracts with guaranteed minimum death benefit features
(GMDB), SOP 03-1 requires the reporting entity to categorize the contract as
either an insurance or investment contract based upon the significance of
mortality or morbidity risk. SOP 03-1 provides explicit guidance for calculating
a reserve for insurance contracts, and provides that the reporting entity does
not hold reserves for investment contracts (i.e., there is no significant
mortality risk).
The Company determined that the mortality risk on its GMDB features was not a
significant component of the overall variable annuity product, and accordingly
continued to classify these products as investment contracts. Prior to the
adoption of SOP 03-1, the Company held a reserve of approximately $8 million to
cover potential GMDB exposure. This reserve was released during the first
quarter of 2004 as part of the implementation of SOP 03-1.
Reserving for Universal Life and Variable Universal Life Contracts. SOP 03-1
- ------------------------------------------------------------------
requires that a reserve, in addition to the account balance, be established for
certain insurance benefit features provided under universal life (UL) and
variable universal life (VUL) products if the amounts assessed against the
contract holder each period for the insurance benefit feature are assessed in a
manner that is expected to result in profits in earlier years and losses in
subsequent years from the insurance benefit function.
The Company's UL and VUL products were reviewed to determine if an additional
reserve is required under SOP 03-1. The Company determined that SOP 03-1 applied
to some of its UL and VUL contracts with these features and established an
additional reserve of approximately $1 million.
Sales Inducements to Contract Holders. SOP 03-1 provides that, prospectively,
- -------------------------------------
sales inducements provided to contract holders meeting certain criteria are
capitalized and amortized over the expected life of the contract as a component
of benefit expense. The implementation of SOP 03-1 regarding sales inducements
to contract holders did not have a material impact on the Company's
consolidated financial statements.
8
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
CONSOLIDATION OF VARIABLE INTEREST ENTITIES
On January 1, 2004, the Company adopted FASB Interpretation No. 46,
"Consolidation of Variable Interest Entities (revised December 2003)," (FIN
46-R), which includes substantial changes from the original FIN 46. Included in
these changes, the calculation of expected losses and expected residual returns
has been altered to reduce the impact of decision maker and guarantor fees in
the calculation of expected residual returns and expected losses. In addition,
the definition of a variable interest has been changed in the revised guidance.
The Company has evaluated the impact of applying FIN 46-R to existing VIEs in
which it has variable interests. The effect of adopting FIN 46-R on the
Company's consolidated balance sheet is immaterial. See Note 3.
FIN 46 and FIN 46-R change the method of determining whether certain entities,
including securitization entities, should be included in the Company's Condensed
Consolidated Financial Statements. An entity is subject to FIN 46 and FIN 46-R
and is called a variable interest entity (VIE) if it has (1) equity that is
insufficient to permit the entity to finance its activities without additional
subordinated financial support from other parties, or (2) equity investors that
cannot make significant decisions about the entity's operations or that do not
absorb the expected losses or receive the expected returns of the entity. All
other entities are evaluated for consolidation under Statement of Financial
Accounting Standards (SFAS) No. 94, "Consolidation of All Majority-Owned
Subsidiaries" (SFAS 94). A VIE is consolidated by its primary beneficiary, which
is the party involved with the VIE that has a majority of the expected losses or
a majority of the expected residual returns or both.
For any VIEs that must be consolidated under FIN 46 that were created before
February 1, 2003, the assets, liabilities, and noncontrolling interests of the
VIE are initially measured at their carrying amounts with any difference between
the net amount added to the balance sheet and any previously recognized interest
being recognized as the cumulative effect of an accounting change. If
determining the carrying amounts is not practicable, fair value at the date FIN
46 first applies may be used to measure the assets, liabilities, and
noncontrolling interests of the VIE. In October 2003, FASB announced that the
effective date of FIN 46 was deferred from July 1, 2003 to periods ending after
December 15, 2003 for VIEs created prior to February 1, 2003. TIC elected to
implement the provisions of FIN 46 in the 2003 third quarter, resulting in the
consolidation of VIEs increasing both total assets and total liabilities by
approximately $407 million. The implementation of FIN 46 encompassed a review of
numerous entities to determine the impact of adoption and considerable judgment
was used in evaluating whether or not a VIE should be consolidated.
9
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
STOCK BASED COMPENSATION
On January 1, 2003, the Company adopted the fair value recognition
provisions of SFAS No. 123, "Accounting for Stock-Based Compensation" (SFAS
123), prospectively for all awards granted, modified, or settled after
December 31, 2002. The prospective method is one of the adoption methods
provided for under SFAS No. 148, "Accounting for Stock-Based Compensation -
Transition and Disclosure," issued in December 2002. SFAS 123 requires that
compensation cost for all stock awards be calculated and recognized over
the service period (generally equal to the vesting period). This
compensation cost is determined using option pricing models, intended to
estimate the fair value of the awards at the grant date. Similar to
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," the alternative method of accounting, an offsetting increase to
stockholders' equity under SFAS 123 is recorded equal to the amount of
compensation expense charged. During the 2004 first quarter, the Company
changed its option valuation from the Black-Scholes model to the Binomial
Method. The impact of this change was immaterial. Compensation expense and
proforma compensation expense had the Company applied SFAS 123 prior to
2003 was insignificant for the three-month periods ended March 31, 2004 and
2003.
3. INVESTMENTS
DOLLAR ROLLS
The Company participates in dollar roll repurchase transactions as a way to
generate investment income. These transactions involve the sale of
mortgage-backed securities with the agreement to repurchase substantially
the same securities from the same counterparty. Cash is received from the
sale, which is invested in the Company's short-term money market pool. The
cash is returned at the end of the roll period when the mortgage-backed
securities are repurchased. The Company will generate additional investment
income based upon the difference between the sale and repurchase prices.
This transaction is recorded as a secured borrowing. The mortgage-backed
securities remain recorded as assets. The cash proceeds are reflected in
short-term investments and a liability is established to reflect the
Company's obligation to repurchase the securities at the end of the roll
period. This liability is included in Other Liabilities in the condensed
consolidated balance sheets. The liability balances were $428 million and
$25 million at March 31, 2004 and December 31, 2003, respectively.
VARIABLE INTEREST ENTITIES
The following table represents the carrying amounts and classification of
consolidated assets that are collateral for VIE obligations.
$ in millions MARCH 31, 2004 DECEMBER 31, 2003
- -------------------------------------------------------------------------------
Investments $ 401 $ 400
Cash 4 11
Other 4 4
-------------- -----------------
Total assets of consolidated VIEs $ 409 $ 415
-------------- -----------------
10
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
The debt holders of these VIEs have no recourse to the Company. The
Company's maximum exposure to loss is limited to its investment of
approximately $8 million.
The Company regularly becomes involved with VIEs through its investment
activities. This involvement is generally restricted to small passive debt
and equity investments.
4. OPERATING SEGMENTS
The Company has two reportable business segments that are separately
managed due to differences in products, services, marketing strategy and
resource management. The business of each segment is maintained and
reported through separate legal entities within the Company. The management
groups of each segment report separately to the Company's ultimate parent,
Citigroup.
TRAVELERS LIFE & ANNUITY (TLA) core offerings include retail annuities,
individual life insurance, corporate owned life insurance (COLI) and
institutional annuity insurance products distributed by TIC and TLAC
principally under the Travelers Life & Annuity name. Among the range of
individual products offered are fixed and variable deferred annuities,
payout annuities and term, universal and variable life insurance. The COLI
product is a variable universal life product distributed through
independent specialty brokers. The group products include institutional
pensions, including guaranteed investment contracts, payout annuities,
group annuities sold to employer-sponsored retirement and savings plans and
structured settlements and funding agreements.
The PRIMERICA business segment consolidates the business of Primerica Life,
Primerica Life Insurance Company of Canada, CitiLife and NBL. The Primerica
business segment offers individual life products, primarily term insurance,
to customers through a sales force of approximately 106,000 agents. A great
majority of the domestic licensed sales force works on a part-time basis.
For a detailed description of accounting policies of the segments, see the
Company's Annual Report on Form 10-K for the year ended December 31, 2003.
The amount of investments in equity method investees and total expenditures
for additions to long-lived assets other than financial instruments,
long-term customer relationships of a financial institution, mortgage and
other servicing rights, and deferred tax assets, were not material.
AT AND FOR THE THREE MONTHS ENDED
($ in millions) MARCH 31, 2004 MARCH 31, 2003
- --------------- -------------- --------------
REVENUES BY SEGMENT
TLA $ 1,105 $ 995
Primerica 443 412
-------------- --------------
Total Revenues $ 1,548 $ 1,407
============== ==============
NET INCOME BY SEGMENT
TLA $ 281 $ 254
Primerica 124 107
-------------- --------------
Net Income $ 405 $ 361
============== ==============
ASSETS BY SEGMENT
TLA $ 89,369 $ 75,867
Primerica 9,858 8,671
-------------- --------------
Total Assets $ 99,227 $ 84,538
============== ==============
11
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
The following tables contain key segment measurements:
BUSINESS SEGMENT INFORMATION:
FOR THE THREE MONTHS ENDED
MARCH 31, 2004 ($ in millions) TLA PRIMERICA
------------------------------ -------------- --------------
Premiums $ 155 $ 325
Net investment income 750 84
Interest credited to contractholders 310 -
Amortization of deferred acquisition costs 79 63
Total expenditures for deferred acquisition costs 177 83
Federal income taxes 80 50
FOR THE THREE MONTHS ENDED
MARCH 31, 2003 ($ in millions) TLA PRIMERICA
------------------------------ -------------- --------------
BUSINESS VOLUME:
Premiums $ 161 $ 307
Net investment income 686 78
Interest credited to contractholders 308 -
Amortization of deferred acquisition costs 68 56
Total expenditures for deferred acquisition costs 118 88
Federal income taxes 33 55
The majority of the annuity business and a substantial portion of the life
business written by TLA are accounted for as investment contracts, with the
result that the deposits collected are reported as liabilities and are not
included in revenues. Deposits represent an operating statistic integral to
managing TLA operations, which management uses for measuring business
volumes, and may not be comparable to similarly captioned measurements used
by other life insurance companies. For the three months ended March 31,
2004 and 2003, deposits collected amounted to $3.2 billion and $3.1
billion, respectively.
The Company's revenue was derived almost entirely from U.S. domestic
business. Revenue attributable to foreign countries was insignificant.
The Company had no transactions with a single customer representing 10% or
more of its revenue.
12
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
5. SHAREHOLDER'S EQUITY
Statutory capital and surplus of the Company was $7.6 billion at December
31, 2003. The Company is currently subject to various regulatory
restrictions that limit the maximum amount of dividends available to be
paid to its parent without prior approval of insurance regulatory
authorities. A maximum of $845 million is available by the end of the year
2004 for such dividends without prior approval of the State of Connecticut
Insurance Department, depending upon the amount and timing of the payments.
TLAC may not pay a dividend to TIC without such approval. Primerica may pay
up to $242 million to TIC in 2004 without prior approval of the
Commonwealth of Massachusetts Insurance Department. The Company paid $467
million in dividends to its parent during the three months ended March 31,
2004, which exceeded the ordinary dividend limitation by $103 million,
creating an extraordinary dividend. The State of Connecticut Insurance
Department approved the extraordinary dividend.
6. COMMITMENTS AND CONTINGENCIES
Litigation
The Company is a defendant or co-defendant in various litigation matters in
the normal course of business. These include civil actions, arbitration
proceedings and other matters arising in the normal course of business out
of activities as an insurance company, a broker and dealer in securities or
otherwise. In the opinion of the Company's management, the ultimate
resolution of these legal proceedings would not be likely to have a
material adverse effect on the Company's consolidated results of
operations, financial condition or liquidity.
Other
The Company is a member of the Federal Home Loan Bank of Boston (the Bank),
and in this capacity has entered into a funding agreement (the agreement)
with the Bank where a blanket-lien has been granted to collateralize the
Bank's deposits. The Company maintains control of these assets, and may
use, commingle, encumber or dispose of any portion of the collateral as
long as there is no event of default and the remaining qualified collateral
is sufficient to satisfy the collateral maintenance level. The agreement
further states that upon any event of default, the Bank's recovery is
limited to the amount of the member's outstanding funding agreement. The
amount of the Company's liability for funding agreements with the Bank as
of March 31, 2004 is $1 billion, included in contractholder funds. The
Company holds $50 million of common stock of the Bank, included in
Investments.
The Company has provided a guarantee on behalf of Citicorp International
Life Insurance Company, Ltd. (CILIC), an affiliate. The Company has
guaranteed to pay claims up to $1 billion of life insurance coverage for
CILIC. This guarantee takes effect if CILIC cannot pay claims because of
insolvency, liquidation or rehabilitation. Life insurance coverage in force
under this guarantee at March 31, 2004 is $72 million. The Company does not
hold any collateral related to this guarantee.
13
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Management's narrative analysis of the results of operations is presented in
lieu of Management's Discussion and Analysis of Financial Condition and Results
of Operations (MDA), pursuant to General Instruction H(2)(a) of Form 10-Q. This
MDA should be read in conjunction with the MDA included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2003.
The Company's Annual Report on Form 10-K, its quarterly reports on Form 10-Q and
any current reports on Form 8-K, and all amendments to these reports, are
available on the Travelers Life & Annuity website at
http://www.travelerslife.com by selecting the "Financial Information" page and
selecting "SEC Filings."
CONSOLIDATED OVERVIEW ($ in millions)
FOR THE THREE MONTHS
ENDED MARCH 31,
2004 2003
-------------- --------------
Revenues $ 1,548 $ 1,407
Insurance benefits and interest credited 740 723
Operating expenses 273 235
-------------- --------------
Income before taxes 535 449
Income taxes 130 88
-------------- --------------
Net income $ 405 $ 361
============== ==============
The Travelers Insurance Company (TIC, together with its subsidiaries, the
Company), is comprised of two business segments, Travelers Life & Annuity (TLA)
and Primerica. Net income increased 12% to $405 million for the quarter ended
March 31, 2004 from $361 million in the prior year quarter. Net income by
segment was:
($ in millions) 2004 2003
-------------- --------------
TLA $ 281 $ 254
Primerica 124 107
-------------- --------------
$ 405 $ 361
============== ==============
TLA core offerings include retail annuities, individual life insurance,
corporate owned life insurance (COLI) and institutional annuity insurance
products distributed by TIC and The Travelers Life and Annuity Company (TLAC)
principally under the Travelers Life & Annuity name. The Company has a license
from Travelers Property Casualty Corp. to use the names "Travelers Life &
Annuity," "The Travelers Insurance Company," "The Travelers Life and Annuity
Company" and related names in connection with the Company's business. Among the
range of retail annuity products offered are fixed and variable deferred
annuities, payout annuities and term, universal and variable life insurance. The
COLI product is a variable universal life product distributed through
independent specialty brokers. The institutional annuity products include
institutional pensions, including guaranteed investment contracts (GICs), payout
annuities, group annuities sold to employer-sponsored retirement and savings
plans and structured settlements and funding agreements.
The Primerica business segment offers individual life products, primarily term
insurance, to customers through a sales force of approximately 106,000 agents. A
great majority of the domestic licensed sales force works on a part-time basis.
14
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
The following discussion presents in more detail each business segment's
performance.
TRAVELERS LIFE & ANNUITY
FOR THE THREE MONTHS ENDED MARCH 31,
($ in millions) 2004 2003
-------------- --------------
Revenues $ 1,105 $ 995
Insurance benefits and interest credited 597 587
Operating expenses 147 121
-------------- --------------
Income before taxes 361 287
Income taxes 80 33
-------------- --------------
Net income $ 281 $ 254
============== ==============
Net income of $281 million in the first quarter of 2004 increased 11% from $254
million in the first quarter of 2003. The increase reflects favorable business
volumes, realized investment gains and higher retained investment margins,
partially offset by volume-related insurance benefits and interest credited,
higher expenses, including higher deferred acquisition cost (DAC) amortization,
as well as lower tax benefits related to an adjustment to a dividends received
deduction which was $23 million in the first quarter of 2004, and $39 million in
the 2003 first quarter.
Net investment income (NII) increased $64 million to $750 million for the first
quarter of 2004 from $686 million in the first quarter of 2003. This increase
was driven by a larger invested asset base from increased business volumes, as
well as higher returns in the private equity portfolio.
The majority of the annuity business and a substantial portion of the life
business written by TLA are accounted for as investment contracts, with the
result that the deposits collected are reported as liabilities. Deposits
represent an operating statistic used for measuring business volumes, which
management of the Company uses to manage the life insurance and annuities
operations, and may not be comparable to similarly captioned measurements used
by other life insurance companies. The following table shows net written
premiums and deposits by product type for each of the quarters ended March 31,
2004 and 2003.
2004 2003
($ in millions) Premiums Deposits Premiums Deposits
-------- -------- -------- --------
Retail annuities
Fixed $ - $ 148 $ - $ 136
Variable - 1,217 - 803
Individual payout 6 8 10 10
---------- ---------- ---------- ----------
Total retail annuities 6 1,373 10 949
Institutional annuities 118 1,459 117 1,994
Individual life insurance:
Direct periodic premiums & deposits 35 254 33 176
Single premium deposits - 169 - 49
Reinsurance (12) (26) (7) (23)
---------- ---------- ---------- ----------
Total individual life insurance 23 397 26 202
Other 8 - 8 -
---------- ---------- ---------- ----------
Total $ 155 $ 3,229 $ 161 $ 3,145
========== ========== ========== ==========
Retail annuity deposits of $1.4 billion in the first quarter of 2004 increased
45% from $949 million in the first quarter of 2003, reflecting strong variable
annuity sales due to improved equity market conditions in 2004 and sales of a
guaranteed minimum withdrawal benefit product. Retail annuity account balances
were $34.0 billion at March 31, 2004, up from $27.4 billion at March 31, 2003.
This increase reflects equity market growth in variable annuity investments of
$4.9 billion subsequent to March 31, 2003, and $1.7 billion of net sales over
the previous twelve months, partially due to good in-force retention.
15
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
Institutional annuities deposits (excluding the Company's employee pension plan
deposits) decreased 27% in the first quarter of 2004 to $1.5 billion from the
comparable period of 2003, reflecting the first quarter 2003 $800 million fixed
rate GIC sale to The Federal Home Loan Bank of Boston, partially offset by an
increase in sales in all other institutional annuity products. Institutional
annuity account balances and benefits reserves reached $25.7 billion at March
31, 2004, up 10% from $23.4 billion at March 31, 2003. This volume growth
reflects a 16% increase in payout institutional annuities benefit reserves over
the last 12 months and continued strong retention in other institutional
products.
Deposits for the individual life insurance business for the first quarter of
2004 increased 97% to $397 million from the 2003 first quarter, primarily due
to an increase of $120 million in universal life single premium sales and a $78
million increase in periodic premium sales. Life insurance in force was $92.0
billion at March 31, 2004, up from $89.5 billion at December 31, 2003.
In the first quarter of 2004, TLA operating expenses of $147 million increased
21% from $121 million in the prior year quarter, primarily due to volume-related
insurance expenses and DAC amortization. The amortization of capitalized DAC is
a significant component of TLA expenses and totaled $79 million and $68 million
for the three months ended March 31, 2004 and 2003, respectively. TLA's
recording of DAC varies based upon product type. DAC for retail annuities, both
fixed and variable, and payout annuities employs a level yield methodology. DAC
for universal life and COLI are amortized in relation to estimated gross
profits, with traditional life, including term insurance and other products
amortized in relation to anticipated premiums.
PRIMERICA
FOR THE THREE MONTHS ENDED MARCH 31,
($ in millions) 2004 2003
-------------- --------------
Revenues $ 443 $ 412
Insurance benefits 143 136
Operating expenses 126 114
-------------- --------------
Income before taxes 174 162
Income taxes 50 55
-------------- --------------
Net income $ 124 $ 107
============== ==============
Net income of $124 million in the first quarter of 2004 increased 16% from $107
million in the first quarter of 2003, reflecting favorable business volumes and
higher NII, partially offset by higher DAC and volume-related insurance
benefits. NII increased 8% to $84 million in the first quarter of 2004 from the
prior year quarter, primarily related to a gain from private equities of $3.8
million and a larger invested asset base.
Total life insurance in force reached $510.7 billion at March 31, 2004, up from
$503.6 billion at December 31, 2003, reflecting good in-force policy retention
and higher volume of sales. The face amount of new term life insurance sales was
$20.6 billion for the three-month period ended March 31, 2004, compared to $19.0
billion for the prior year period.
The amortization of capitalized DAC, which increased from $56 million in the
first quarter of 2003 to $63 million in the first quarter of 2004, is a
significant component of Primerica's expenses. All of Primerica's DAC is
associated with traditional life products, which are amortized in relation to
anticipated premiums. Amortized DAC has remained level as a percentage of direct
premiums. The increase in the amount of amortization over the first quarter of
2003 is associated with growth in sales and in-force business.
Earned premiums net of reinsurance were $325 million in the first quarter of
2004 compared to $307 million in the prior year period, including $308 million
and $292 million, respectively, for Primerica individual term life policies.
16
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
OUTLOOK
The Company's business is significantly affected by movements in the U.S. equity
and fixed income credit markets. U.S. equity and credit market events can have
both positive and negative effects on the deposit, revenue and policy retention
performance of the business. A sustained weakness in the equity markets will
decrease revenues and earnings in variable products. Declines in credit quality
of issuers will have a negative effect on earnings. This statement is a
forward-looking statement within the meaning of the Private Securities
Litigation Reform Act. See "Forward-Looking Statements" on page 18.
RECENT EVENTS
The Company's ultimate parent, Citigroup, has disclosed that the Securities and
Exchange Commission (SEC) is conducting a non-public investigation, which
Citigroup believes originated with its accounting treatment regarding its
investments and business activities, and loan loss allowances, with respect
to Argentina in the fourth quarter of 2001 and the first quarter of 2002; it is
also addressing the timing and support documentation for certain accounting
entries or adjustments. In connection with these matters, the SEC has requested
certain accounting and internal controls-related information for the years
2001, 2002 and 2003. The SEC has recently scheduled testimony to begin in May
2004. Citigroup is cooperating with the SEC in its investigation. Citigroup
cannot predict the outcome of the investigation. This statement is a
forward-looking statement within the meaning of the Private Securities
Litigation Reform Act. See "Forward-Looking Statements" on page 18.
INSURANCE REGULATIONS
Risk-based capital requirements are used as minimum capital requirements by the
National Association of Insurance Commissioners and the states to identify
companies that merit further regulatory action. At December 31, 2003, the
Company had adjusted capital in excess of amounts requiring any regulatory
action.
The Company is subject to various regulatory restrictions that limit the maximum
amount of dividends available to be paid to its parent without prior approval of
insurance regulatory authorities in the state of domicile. A maximum of $845
million is available by the end of 2004 for such dividends without prior
approval of the State of Connecticut Insurance Department, depending upon the
amount and timing of the payments. TLAC may not pay a dividend to TIC without
such approval. Primerica may pay up to $242 million to TIC without prior
approval of the Massachusetts Insurance Department. The Company paid $467
million in dividends to its parent during the three months ended March 31, 2004,
which exceeded the ordinary dividend limitation by $103 million, creating an
extraordinary dividend. The State of Connecticut Insurance Department approved
the extraordinary dividend. The Company may seek approval from the Connecticut
Insurance Department for additional extraordinary dividend payments during the
remainder of 2004. This statement is a forward-looking statement within the
meaning of the Private Securities Litigation Reform Act. See "Forward-Looking
Statements" on page 18.
FUTURE APPLICATIONS OF ACCOUNTING STANDARDS
See Note 2 of Notes to Condensed Consolidated Financial Statements for a
discussion of recently issued accounting pronouncements.
17
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
FORWARD-LOOKING STATEMENTS
Certain of the statements contained herein that are not historical facts are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act. The Company's actual results may differ materially from
those included in the forward-looking statements. Forward-looking statements are
typically identified by the words "believe," "expect," "anticipate," "intend,"
"estimate," "may increase," "predict," and similar expressions or future
or conditional verbs such as "will," "should," "would," and "could." These
forward-looking statements involve risks and uncertainties including, but not
limited to, regulatory matters, the resolution of legal proceedings, the impact
that the adoption of recent legislation may have on the demand for life and
annuity products and the potential impact of a decline in credit quality of
investments on earnings.
ITEM 4. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
The Company's management, with the participation of the Company's Chief
Executive Officer and Chief Financial Officer, has evaluated the effectiveness
of the Company's disclosure controls and procedures (as such term is defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended ("Exchange Act")) as of the end of the period covered by this report.
Based on such evaluation, the Company's Chief Executive Officer and Chief
Financial Officer have concluded that, as of the end of such period, the
Company's disclosure controls and procedures are effective in recording,
processing, summarizing and reporting, on a timely basis, information required
to be disclosed by the Company in the reports that it files or submits under the
Exchange Act.
INTERNAL CONTROL OVER FINANCIAL REPORTING
There have not been any changes in the Company's internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during the fiscal quarter to which this report relates that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.
18
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
3.01 Charter of The Travelers Insurance Company (the "Company"), as
effective October 19, 1994, incorporated by reference to Exhibit 3.01 to
the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1994 (File No. 33-33691) (the "Company's September 30, 1994 10-Q").
3.02 By-laws of the Company, as effective October 20, 1994, incorporated
by reference to Exhibit 3.02 to the Company's September 30, 1994 10-Q.
31.01+ Certification of chief financial officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
31.02+ Certification of chief executive officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
32.01+ Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
(b) REPORTS ON FORM 8-K
None
- ---------------------
+Filed herewith
19
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE TRAVELERS INSURANCE COMPANY
-----------------------------------------------------
(Registrant)
Date May 13, 2004 /s/ Glenn D. Lammey
-----------------------------------------------------
Glenn D. Lammey
Senior Executive Vice President,
Chief Financial Officer and Chief Accounting Officer
(Principal Financial Officer and Principal Accounting
Officer)
20