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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 SEPTEMBER 30, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM__________ TO_________
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COMMISSION FILE NUMBER 33-58677
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THE TRAVELERS LIFE AND ANNUITY COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CONNECTICUT 06-0904249
(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 Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
As of the date hereof, there were outstanding 30,000 shares of common stock, par
value $100 per share, of the registrant, all of which were owned by The
Travelers Insurance Company, an indirect wholly owned subsidiary of Citigroup
Inc.
REDUCED DISCLOSURE FORMAT
The registrant meets the conditions set forth in General Instruction H(1)(a) and
(b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced
disclosure format.
THE TRAVELERS LIFE AND ANNUITY COMPANY
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION Page
----
ITEM 1. FINANCIAL STATEMENTS
Condensed Statements of Income for the nine
months ended September 30, 2004 and 2003 (unaudited).................... 3
Condensed Balance Sheets as of September 30, 2004 (unaudited) and
December 31, 2003 ...................................................... 4
Condensed Statements of Changes in Shareholder's Equity for the nine
months ended September 30, 2004 and 2003 (unaudited).................... 5
Condensed Statements of Cash Flows for the nine months ended
September 30, 2004 and 2003 (unaudited)................................. 6
Notes to Condensed Financial Statements (unaudited)..................... 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS........................... 14
ITEM 4. CONTROLS AND PROCEDURES........................................ 17
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K............................... 18
Signatures.............................................................. 19
Exhibit 31.01........................................................... 20
Exhibit 31.02........................................................... 21
Exhibit 32.01........................................................... 22
2
THE TRAVELERS LIFE AND ANNUITY COMPANY
CONDENSED STATEMENTS OF INCOME
(UNAUDITED)
($ in millions)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------- ----------------------
2004 2003 2004 2003
------ ---- ---- ----
REVENUES
Premiums $ 9 $ 11 $ 28 $ 32
Net investment income 98 89 288 256
Net realized investment gains (losses) 9 (2) 6 (9)
Fee income 94 64 247 172
Other revenues 6 5 15 15
----- ----- ----- -----
Total Revenues 216 167 584 466
----- ----- ----- -----
BENEFITS AND EXPENSES
Current and future insurance benefits 23 20 61 64
Interest credited to contractholders 63 55 177 160
Amortization of deferred acquisition costs 76 37 163 102
General and administrative expenses 19 8 44 23
----- ----- ----- -----
Total Benefits and Expenses 181 120 445 349
----- ----- ----- -----
Income before federal income taxes 35 47 139 117
Federal income taxes 11 16 38 32
----- ----- ----- -----
Net Income $ 24 $ 31 $ 101 $ 85
===== ===== ===== =====
See Notes to Condensed Financial Statements.
3
THE TRAVELERS LIFE AND ANNUITY COMPANY
CONDENSED BALANCE SHEETS
($ in millions)
SEPTEMBER 30, 2004
(UNAUDITED) DECEMBER 31, 2003
----------------- -----------------
ASSETS
Investments (including $145 and $131 subject to
securities lending agreements) $ 7,302 $ 6,089
Separate and variable accounts 10,650 9,690
Deferred acquisition costs 1,458 1,279
Premiums and fees receivable 71 67
Other assets 214 313
------- -------
Total Assets $19,695 $17,438
------- -------
LIABILITIES
Future policy benefits and claims $ 1,086 $ 1,098
Contractholder funds 5,071 4,512
Separate and variable accounts 10,650 9,690
Deferred federal income taxes 406 225
Other liabilities 575 514
------- -------
Total Liabilities 17,788 16,039
------- -------
SHAREHOLDER'S EQUITY
Common stock, par value $100; 100,000 shares authorized,
30,000 issued and outstanding 3 3
Additional paid-in capital 817 417
Retained earnings 865 764
Accumulated other changes in equity from nonowner sources 222 215
------- -------
Total Shareholder's Equity 1,907 1,399
------- -------
Total Liabilities and Shareholder's Equity $19,695 $17,438
======= =======
See Notes to Condensed Financial Statements.
4
THE TRAVELERS LIFE AND ANNUITY COMPANY
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
(UNAUDITED)
($ in millions)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- ------------------
2004 2003 2004 2003
------- ------- ------- -------
COMMON STOCK
Balance, beginning of period $ 3 $ 3 $ 3 $ 3
Changes in common stock - - - -
------- ------- ------- -------
Balance, end of period $ 3 $ 3 $ 3 $ 3
======= ======= ======= =======
ADDITIONAL PAID-IN CAPITAL
Balance, beginning of period $ 817 $ 417 $ 417 $ 417
Contribution from parent - - 400 -
------- ------- ------- -------
Balance, end of period $ 817 $ 417 $ 817 $ 417
======= ======= ======= =======
RETAINED EARNINGS
Balance, beginning of period $ 841 $ 699 $ 764 $ 645
Net income 24 31 101 85
------- ------- ------- -------
Balance, end of period $ 865 $ 730 $ 865 $ 730
======= ======= ======= =======
ACCUMULATED OTHER CHANGES
IN EQUITY FROM NONOWNER SOURCES
Balance, beginning of period $ 119 $ 275 $ 215 $ 95
Unrealized gains (losses), net of tax 104 (45) 10 134
Derivative instrument hedging activity losses,
net of tax (1) (2) (3) (1)
------- ------- ------- -------
Balance, end of period $ 222 $ 228 $ 222 $ 228
======= ======= ======= =======
SUMMARY OF CHANGES IN EQUITY
FROM NONOWNER SOURCES
Net income $ 24 $ 31 $ 101 $ 85
Other changes in equity from nonowner sources 103 (47) 7 133
------- ------- ------- -------
Total changes in equity from nonowner sources $ 127 $ (16) $ 108 $ 218
======= ======= ======= =======
TOTAL SHAREHOLDER'S EQUITY
Balance, beginning of period $ 1,780 $ 1,394 $ 1,399 $ 1,160
Changes in nonowner sources 127 (16) 108 218
Changes in additional paid-in capital - - 400 -
------- ------- ------- -------
Balance, end of period $ 1,907 $ 1,378 $ 1,907 $ 1,378
======= ======= ======= =======
See Notes to Condensed Financial Statements.
5
THE TRAVELERS LIFE AND ANNUITY COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH
(UNAUDITED)
($ in millions)
NINE MONTHS ENDED
SEPTEMBER 30,
-------------------
2004 2003
------- -------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ 103 $ (129)
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities of investments
Fixed maturities 410 370
Equity Securities 3 -
Mortgage loans 47 21
Proceeds from sales of investments
Fixed maturities 601 1,002
Equity securities 18 14
Mortgage loans 6 -
Real Estate 2 1
Purchases of investments
Fixed maturities (1,769) (1,860)
Equity securities (19) (5)
Mortgage loans (110) (24)
Policy loans, net (4) (6)
Short-term securities (purchases) sales, net (344) 183
Other investment purchases, net (22) (36)
Securities transactions in course of settlement, net 121 (41)
------- -------
Net cash used in investing activities (1,060) (381)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Contractholder fund deposits 754 692
Contractholder fund withdrawals (195) (189)
Contribution from parent company 400 -
------- -------
Net cash provided by financing activities 959 503
------- -------
Net increase (decrease) in cash 2 (7)
Cash at beginning of period 1 15
------- -------
Cash at end of period $ 3 $ 8
------- -------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Income taxes received (paid) $ 177 $ (116)
======= =======
See Notes to Condensed Financial Statements.
6
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION
The Travelers Life and Annuity Company (the Company) is a wholly owned
subsidiary of The Travelers Insurance Company (TIC), a wholly owned
subsidiary of Citigroup Insurance Holding Corporation, 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 financial statements and accompanying condensed
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, the 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.
In the opinion of management, the interim financial statements reflect all
adjustments necessary for a fair presentation of results for the periods
reported. The accompanying condensed financial statements should be read
in conjunction with the 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 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
On January 1, 2004, the Company adopted the Accounting Standards Executive
Committee of the American Institute of Certified Public Accountants
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 annuitization benefits, and sales inducements to contract
holders.
7
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
The following summarizes the more significant aspects of the Company's adoption
of SOP 03-1:
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 total variable annuity product, and accordingly
continued to classify these products as investment contracts.
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 less than $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. During the first nine months of 2004, the Company
capitalized sales inducements of approximately $20 million in accordance with
SOP 03-1. These inducements relate to bonuses on certain products offered by the
Company. For the three and nine months ended September 30, 2004, amortization of
these capitalized amounts was insignificant.
CONSOLIDATION OF VARIABLE INTEREST ENTITIES
On January 1, 2004, the Company adopted the Financial Accounting Standards Board
(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 variable interest entities in which it has
variable interests. The effect of adopting FIN 46-R on the Company's balance
sheet is immaterial.
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
financial statements. An entity is subject to FIN 46 and FIN 46-R and is called
a 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.
8
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
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. The Company
elected to implement the provisions of FIN 46 in the 2003 third quarter. 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. Based upon the implementation guidance, the
Company is not considered a primary beneficiary of any VIEs, thus no
consolidations were required due to the implementation of FIN 46 on July 1,
2003. The Company does, however, hold a significant interest in other VIEs, none
of which were material to the Company's financial statements.
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 shareholder's equity under SFAS 123 is
recorded equal to the amount of compensation expense charged. During the 2004
first quarter, the Company changed its valuation from the Black-Scholes model to
the Binomial Method. The impact of this change was insignificant. Compensation
expense and proforma compensation expense had the Company applied SFAS 123 prior
to 2003 was insignificant for the quarter and nine months ended September 30,
2004 and 2003.
FUTURE APPLICATION OF ACCOUNTING STANDARDS
OTHER-THAN-TEMPORARY IMPAIRMENTS OF CERTAIN INVESTMENTS
On September 30, 2004, the FASB voted unanimously to delay the effective date of
Emerging Issues Task Force (EITF) No. 03-1, "The Meaning of Other-Than-Temporary
Impairment and its Application to Certain Investments" (EITF 03-1). The delay
applies to both debt and equity securities and specifically applies to
impairments caused by interest rate and sector spreads. In addition, the
provisions of EITF 03-1 that have been delayed relate to the requirements that a
company declare its intent to hold the security to recovery and designate a
recovery period in order to avoid recognizing an other-than-temporary impairment
charge through earnings.
The FASB will be issuing proposed implementation guidance shortly. The Company
is closely monitoring this issue and will evaluate the impact of adopting EITF
03-1 once the implementation guidance is available.
9
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
3. INVESTMENTS
FIXED MATURITIES
The amortized cost and fair value of investments in fixed maturities were
as follows:
GROSS GROSS
SEPTEMBER 30, 2004 AMORTIZED UNREALIZED UNREALIZED FAIR
($ in millions) COST GAINS LOSSES VALUE
- ------------------ --------- ---------- ---------- -------
AVAILABLE FOR SALE:
Mortgage-backed securities - CMOs and
pass-through securities $ 877 $ 24 $ 1 $ 900
U.S. Treasury securities and obligations of
U.S. Government and government agencies and
authorities 157 8 - 165
Obligations of states, municipalities and
political subdivisions 56 9 - 65
Debt securities issued by foreign governments 63 4 - 67
All other corporate bonds 3,507 229 4 3,732
Other debt securities 1,128 68 3 1,193
Redeemable preferred stock 5 1 - 6
------ ------ ------ ------
Total Available For Sale $5,793 $ 343 $ 8 $6,128
====== ====== ====== ======
GROSS GROSS
DECEMBER 31, 2003 AMORTIZED UNREALIZED UNREALIZED FAIR
($ in millions) COST GAINS LOSSES VALUE
- ----------------- --------- ---------- ---------- -------
AVAILABLE FOR SALE:
Mortgage-backed securities - CMOs and
pass-through securities $ 645 $ 18 $ 2 $ 661
U.S. Treasury securities and obligations of
U.S. Government and government agencies and
authorities 192 5 1 196
Obligations of states, municipalities and
political subdivisions 53 6 - 59
Debt securities issued by foreign governments 58 3 - 61
All other corporate bonds 3,179 241 5 3,415
Other debt securities 903 59 3 959
Redeemable preferred stock 4 2 - 6
------ ------ ------ ------
Total Available For Sale $5,034 $ 334 $ 11 $5,357
====== ====== ====== ======
10
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
AGING OF GROSS UNREALIZED LOSSES ON AVAILABLE FOR SALE
The aging of gross unrealized losses on fixed maturity investments is as
follows:
TOTAL FIXED MATURITIES
WITH UNREALIZED LOSS
TOTAL FIXED MATURITIES TOTALING 20% OR MORE
---------------------- ----------------------
SEPTEMBER 30, 2004 AMORTIZED UNREALIZED AMORTIZED UNREALIZED
($ in millions) COST LOSS COST LOSS
- ------------------ --------- ---------- --------- ----------
Six months or less $ 500 $ 5 $ 1 $ -
Greater than six months to nine months 43 1 - -
Greater than nine months to twelve months 18 - - -
Greater than twelve months 61 2 - -
------- ------- ------- -------
Total $ 622 $ 8 $ 1 $ -
======= ======= ======= =======
TOTAL FIXED MATURITIES
WITH UNREALIZED LOSS
TOTAL FIXED MATURITIES TOTALING 20% OR MORE
---------------------- ----------------------
DECEMBER 31, 2003 AMORTIZED UNREALIZED AMORTIZED UNREALIZED
($ in millions) COST LOSS COST LOSS
- ------------------ --------- ---------- ---------- ----------
Six months or less $ 540 $ 7 $ 1 $ -
Greater than six months to nine months 72 1 - -
Greater than nine months to twelve months 35 1 - -
Greater than twelve months 42 2 - -
------- ------- ------- -------
Total $ 689 $ 11 $ 1 $ -
======= ======= ======= =======
NET REALIZED CAPITAL GAINS (LOSSES)
FOR THE THREE MONTHS FOR THE NINE MONTHS ENDED
ENDED SEPTEMBER 30, SEPTEMBER 30,
-------------------- -------------------------
($ in millions) 2004 2003 2004 2003
- --------------- ---- ---- ---- ----
NET REALIZED CAPITAL GAINS (LOSSES)
BY ASSET CLASS:
Fixed maturities $ 1 $ (7) $ (9) $(12)
Equities - - - 1
Derivatives:
Guaranteed minimum withdrawal
benefit derivatives, net 13 - 20 -
Other derivatives (4) 4 (9) 4
Other (1) 1 4 (2)
---- ---- ---- ----
Total $ 9 $ (2) $ 6 $ (9)
==== ==== ==== ====
11
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
4. DEPOSIT FUNDS AND RESERVES
At September 30, 2004 and December 31, 2003, the Company had $6.2 billion
and $5.6 billion of life and annuity deposit funds and reserves
respectively, as follows:
($ IN MILLIONS) September 30, 2004 December 31, 2003
- --------------- ------------------ -----------------
Subject to discretionary withdrawal:
With fair value adjustments $2,629 $2,552
Subject to surrender charges 1,550 1,318
Surrenderable without charge 263 99
------ ------
Total $4,442 $3,969
Not subject to discretionary withdrawal: $1,715 $1,637
------ ------
Total $6,157 $5,606
====== ======
5. SHAREHOLDER'S EQUITY
Statutory capital and surplus of the Company was $494 million at December
31, 2003. 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. The Company
may not pay dividends during 2004 without prior approval of the State of
Connecticut Insurance Department.
In June 2004, TIC contributed $400 million as additional paid-in capital
to the Company.
6. COMMITMENTS AND CONTINGENCIES
In August 1999, an amended putative class action complaint captioned Lisa
Macomber, et al. vs. Travelers Property Casualty Corporation, et al. was
filed in New Britain, Connecticut Superior Court against the Company, its
parent corporation, certain of the Company's affiliates (collectively
TLA), and the Company's former affiliate, Travelers Property Casualty
Corporation. The amended complaint alleges Travelers Property Casualty
Corporation purchased structured settlement annuities from the Company and
spent less on the purchase of those structured settlement annuities than
agreed with claimants; and that commissions paid to brokers of structured
settlement annuities, including an affiliate of the Company, were paid, in
part, to Travelers Property Casualty Corporation. The amended complaint
was dismissed and following an appeal by the plaintiff in September 2002
the Connecticut Supreme Court reversed the dismissal of several of the
plaintiff's claims. On May 26, 2004, the Connecticut Superior Court
certified a nation wide class action involving the following claims
against TLA: violation of the Connecticut Unfair Trade Practice Statute,
unjust enrichment and civil conspiracy. On June 15, 2004, the Defendants,
including TLA, appealed the Connecticut Superior Court's May 26, 2004
class certification order.
12
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
The Company is continuing to assess its potential exposure in connection
with this matter, but does not currently believe that its ultimate
resolution is likely to have a material adverse effect on the Company's
financial condition.
In the ordinary course of business, the Company is a defendant or
co-defendant in various other litigation matters incidental to and typical
of the businesses in which it is engaged. 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 results of
operations, financial condition or liquidity.
13
THE TRAVELERS LIFE AND ANNUITY COMPANY
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 (MDA) of Financial Condition and
Results of Operations, 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."
RESULTS OF OPERATIONS ($ in millions)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------ -----------------
2004 2003 2004 2003
---- ---- ---- ----
Revenues $216 $167 $584 $466
Benefits and interest credited 86 75 238 224
Operating expenses 95 45 207 125
---- ---- ---- ----
Income before taxes 35 47 139 117
Income taxes 11 16 38 32
---- ---- ---- ----
Net income $ 24 $ 31 $101 $ 85
==== ==== ==== ====
The Travelers Life and Annuity Company (the Company) is a wholly owned
subsidiary of The Travelers Insurance Company (TIC), a wholly owned subsidiary
of Citigroup Insurance Holdings Corporation, an indirect wholly owned subsidiary
of Citigroup Inc. (Citigroup). TIC has a license from The St. Paul Travelers
Companies, Inc. to permit it and the Company to use the names "Travelers Life &
Annuity," "The Travelers Insurance Company," "The Travelers Life and Annuity
Company" and related names in connection with their businesses. The Company
offers fixed and variable retail annuities and individual life insurance to
individuals and small businesses.
Net income for the third quarter of 2004 was $24 million, versus $31 million in
the prior year third quarter. The decrease in net income was primarily driven by
an increase in the amortization of deferred acquisition costs (DAC) of $25
million after tax. The increase in DAC amortization and other expenses was
partially offset by increased revenues related to business volume growth and by
higher realized investment gains.
Net income was $101 million and $85 million for the nine months ended September
30, 2004 and 2003, respectively. This 19% increase resulted from higher fee
income and net investment income (NII) from continued growth in business volumes
and a larger invested asset base as well as a one time structured settlement
benefit reserve release of $6 million after-tax in the second quarter of 2004.
Partially offsetting increased revenues were a $40 million after-tax increase in
DAC amortization and a $14 million after-tax increase in other operating
expenses. Such expense increases resulted from business volume growth and the
adjustment to the UL amortization of DAC mentioned above.
The revenue increase for the third quarter 2004 over the prior year period was
primarily driven by a 47% increase in fee income. Fee income in the retail
annuity and individual life product lines together increased $30 million due to
higher business volumes, particularly in the individual life line. NII increased
10% in the third quarter of
14
THE TRAVELERS LIFE AND ANNUITY COMPANY
2004 versus the same period in 2003, primarily as the result of a larger
invested asset base, primarily fixed maturities and short-term securities,
created through continued growth in business volumes, and improved yields of
private equity investments, partially offset by decreased fixed maturity yields.
Net realized investment gains on derivatives related to the Company's guaranteed
minimum withdrawal benefit feature also contributed to the higher revenues in
the 2004 quarter.
Revenues for the nine months ended September 30, 2004 and September 30, 2003
were $584 million and $466 million, respectively. Fee income increased $75
million, or 44%, due to continued business volume growth in both the variable
retail annuity and individual life product lines. NII increased $32 million, or
13%, primarily related to a larger invested asset base also created through the
continued growth in business volumes. Net realized investment gains on
derivatives related to the Company's guaranteed minimum withdrawal benefit
feature contributed $20 million to the increase in revenues over the prior year
nine-month period.
Insurance benefits and interest credited increased slightly for the quarter over
prior year, mainly due to increased UL production, partially offset by decreases
in structured settlements, which are no longer written by the Company. Insurance
benefits and interest credited increased over the prior period due to the UL
production. These UL increases were offset by the second quarter 2004 one-time
pre-tax benefit reserve release of $9 million in structured settlement
annuities.
Operating expenses increased from $45 million to $95 million for the three-month
period ended September 30, 2004 over September 30, 2003. This increase is
related to the amortization of DAC, which was $76 million in 2004 versus $37
million in 2003. The increase related to a retrospective adjustment of $24
million to UL DAC and volume growth in the UL and retail annuity lines of
business. This UL adjustment relates to the changing of the estimated gross
profit (EGP) pattern in the UL product line related to mortality charges.
Re-estimates of gross profits, which are performed at least annually, result in
retrospective adjustments to earnings by a cumulative charge or credit to
income. Operating expenses were up 66% to $207 million for the nine-month period
of 2004 from $125 million for the same period of 2003, primarily from DAC
amortization.
The majority of the annuity business and a substantial portion of the life
business written by the Company are accounted for as investment contracts, with
the result that deposits collected are reported as liabilities and are not
included in revenues. Deposits represent an operating statistic used for
measuring business volumes, which management of the Company uses to manage the
life insurance and annuities operations, and may not be comparable to similarly
captioned measurements used by other life insurance companies. The following
table shows net written premiums and deposits by product line for the quarterly
and nine-month periods ended September 30, 2004 and 2003.
PREMIUMS AND DEPOSITS ($ in millions)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2004 2003 2004 2003
---- ---- ---- ----
Premiums
Individual Life $ 9 $ 10 $ 25 $ 29
Other Annuity - 1 3 3
------ ------ ------ ------
Total Premiums $ 9 $ 11 $ 28 $ 32
------ ------ ------ ------
Deposits
Retail Annuity - Fixed $ 89 $ 169 $ 320 $ 487
Retail Annuity - Variable 328 475 1,307 1,059
------ ------ ------ ------
Total Retail Annuity 417 644 1,627 1,546
Individual Life 245 174 692 385
Other Annuity 2 1 4 3
------ ------ ------ ------
Total Deposits $ 664 $ 819 $2,323 $1,934
------ ------ ------ ------
15
THE TRAVELERS LIFE AND ANNUITY COMPANY
Retail annuity deposits collected for the quarter ended September 30, 2004
decreased $227 million, or 35%. This decrease was driven by a shift in offering
certain individual annuity products by TIC, which products were previously
offered by the Company. This should continue in future periods. This is a
forward looking statement within the meaning of the Private Securities
Litigation Reform Act. See "Forward-Looking Statements" on this page. Variable
annuity deposits collected for the nine months ended September 30, 2004 were up
$248 million from the nine months ended September 30, 2003. This annuity sales
increase was due mainly to improved equity market conditions in 2004 and
increased sales of annuities with a guaranteed minimum withdrawal benefit
feature, partially offset by the third quarter 2004 shift in products to TIC.
These increases were partially offset by decreased fixed annuity sales. Retail
annuity account balances and benefit reserves were $14 billion and $12 billion
at September 30, 2004 and 2003, respectively. This increase is reflective of
$929 million market appreciation and $1.5 billion of net sales of variable
annuity investments subsequent to September 30, 2003.
Deposits for the life insurance business increased 41% and 80% for the three and
nine months ended September 30, 2004 versus 2003, respectively. This increase
was the result of the continued momentum of universal life production, including
significant single premium sales in the second quarter of 2004. Life insurance
in force was $52 billion at September 30, 2004, up from $44 billion at December
31, 2003.
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 this page.
INSURANCE REGULATIONS
Risk-based capital requirements are used as minimum capital requirements by the
National Association of Insurance Commissioners (NAIC) and the states to
identify companies that merit further regulatory action. At December 31, 2003,
the Company had total adjusted capital in excess of amounts requiring any
regulatory action as defined by the NAIC.
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 in the state of domicile. The
Company may not pay dividends during 2004 without prior approval of the State of
Connecticut Insurance Department. The Company did not pay any dividends to its
parent during the nine months ended September 30, 2004.
FUTURE APPLICATION OF ACCOUNTING STANDARDS
See Note 2 of Notes to Condensed Financial Statements for a discussion of
recently issued accounting pronouncements.
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-
16
THE TRAVELERS LIFE AND ANNUITY COMPANY
looking statements involve risks and uncertainties including, but not limited
to, regulatory matters, the resolution of legal proceedings 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.
17
THE TRAVELERS LIFE AND ANNUITY COMPANY
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS.
EXHIBIT NO. DESCRIPTION
- ----------- -----------
3.01 Charter of The Travelers Life and Annuity Company (the
"Company"), as amended on April 10, 1990, incorporated
herein by reference to Exhibit 6(a) to the Registration
Statement on Form N-4, File No. 33-58131, filed on March
17, 1995.
3.02 By-laws of the Company, as amended on October 20, 1994,
incorporated herein by reference to Exhibit 6(b) to the
Registration Statement on Form N-4, File No. 33-58131,
filed on March 17, 1995.
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
18
THE TRAVELERS LIFE AND ANNUITY COMPANY
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 LIFE AND ANNUITY COMPANY
(Registrant)
Date November 12, 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)
19