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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 2003
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 33-03094
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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)
ONE TOWER SQUARE, HARTFORD, CONNECTICUT 06183
(Registrant's former address)
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 $2.50 per share, of the registrant, all of which were owned by
Citigroup Insurance Holding Corporation, an indirect wholly owned subsidiary of
Citigroup Inc.
REDUCED DISCLOSURE FORMAT
The registrant meets the conditions set forth in General Instruction H(1)(a) and
(b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced
disclosure format.
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION Page
----
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Statements of Income for the
three months ended March 31, 2003 and 2002 (unaudited) ............................ 3
Condensed Consolidated Balance Sheets as of March 31, 2003 (unaudited) and
December 31, 2002 ................................................................. 4
Condensed Consolidated Statements of Changes in
Shareholder's Equity for the three months ended March 31, 2003 and 2002 (unaudited) 5
Condensed Consolidated Statements of Cash Flows for the
three months ended March 31, 2003 and 2002 (unaudited) ............................ 6
Notes to Condensed Consolidated Financial Statements (unaudited) .................. 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS ..................................... 12
ITEM 4. CONTROLS AND PROCEDURES ................................................... 16
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K .......................................... 17
Signatures and Certifications ..................................................... 18
Exhibit 99.01 ..................................................................... 21
2
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
($ in millions)
THREE MONTHS ENDED
MARCH 31,
-------------------
2003 2002
-------- --------
REVENUES
Premiums $ 468 $ 420
Net investment income 764 691
Realized investment gains 3 26
Fee income 145 144
Other revenues 27 27
-------- --------
Total Revenues 1,407 1,308
-------- --------
BENEFITS AND EXPENSES
Current and future insurance benefits 415 381
Interest credited to contractholders 308 282
Amortization of deferred acquisition costs 124 75
General and administrative expenses 111 104
-------- --------
Total Benefits and Expenses 958 842
-------- --------
Income from operations before federal income taxes 449 466
Federal income taxes 88 145
-------- --------
Net Income $ 361 $ 321
======== ========
See Notes to Condensed Consolidated Financial Statements.
3
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
($ in millions)
MARCH 31, 2003 DECEMBER 31, 2002
(UNAUDITED)
--------------- -----------------
ASSETS
Investments (including $2,113 and $2,687 subject to securities
lending agreements) $52,496 $50,809
Separate and variable accounts 21,320 21,620
Reinsurance recoverable 4,319 4,301
Deferred acquisition costs 4,018 3,936
Other assets 2,385 2,329
------- -------
Total Assets $84,538 $82,995
------- -------
LIABILITIES
Contractholder funds $27,986 $26,634
Future policy benefits and claims 15,133 15,009
Separate and variable accounts 21,320 21,620
Other liabilities 7,785 8,097
------- -------
Total Liabilities 72,224 71,360
------- -------
SHAREHOLDER'S EQUITY
Common stock, par value $2.50; 40 million shares authorized,
issued and outstanding 100 100
Additional paid-in capital 5,444 5,443
Retained earnings 5,935 5,638
Accumulated other changes in equity from nonowner sources 835 454
------- -------
Total Shareholder's Equity 12,314 11,635
------- -------
Total Liabilities and Shareholder's Equity $84,538 $82,995
======= =======
See Notes to Condensed Consolidated Financial Statements.
4
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
(UNAUDITED)
($ in millions)
THREE MONTHS ENDED
MARCH 31,
COMMON STOCK 2003 2002
-------- --------
Balance, beginning of period $ 100 $ 100
Changes in common stock -- --
-------- --------
Balance, end of period $ 100 $ 100
======== ========
ADDITIONAL PAID-IN CAPITAL
Balance, beginning of period $ 5,443 $ 3,864
Stock option tax benefit 1 4
Capital contributed by Parent -- 1,596
-------- --------
Balance, end of period $ 5,444 $ 5,464
======== ========
RETAINED EARNINGS
Balance, beginning of period $ 5,638 $ 5,142
Net income 361 321
Dividends to parent (64) (271)
Balance, end of period $ 5,935 $ 5,192
======== ========
ACCUMULATED OTHER CHANGES IN
EQUITY FROM NONOWNER SOURCES
Balance, beginning of period $ 454 $ 74
Foreign currency translation, net of tax 2 1
Unrealized gains (losses), net of tax 349 (312)
Derivative instrument hedging activity gains,
net of tax 30 48
-------- --------
Balance, end of period $ 835 $ (189)
======== ========
SUMMARY OF CHANGES IN EQUITY
FROM NONOWNER SOURCES
Net income $ 361 $ 321
Other changes in equity from nonowner sources 381 (263)
-------- --------
Total changes in equity from nonowner sources $ 742 $ 58
======== ========
TOTAL SHAREHOLDER'S EQUITY
Balance, beginning of period $ 11,635 $ 9,180
Changes in nonowner sources 742 58
Dividends (64) (271)
Changes in Additional Paid-in Capital 1 1,600
-------- --------
Balance, end of period $ 12,314 $ 10,567
======== ========
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,
-----------------------
2003 2002
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 105 $ 709
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities of investments
Fixed maturities 1,307 941
Equity securities -- 11
Mortgage loans 90 34
Proceeds from sales of investments
Fixed maturities 3,260 3,721
Equity securities 45 3
Real estate held for sale 3 --
Purchases of investments
Fixed maturities (6,124) (5,949)
Equity securities (42) (7)
Mortgage loans (30) (92)
Policy loans, net 17 13
Short-term securities sales, net 464 478
Other investment purchases, net (58) (22)
Securities transactions in course of settlement, net (351) (333)
-------- --------
Net cash used in investing activities (1,419) (1,202)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Contractholder fund deposits 2,489 2,085
Contractholder fund withdrawals (1,161) (1,529)
Capital contribution by parent -- 172
Dividends to parent company (64) (271)
-------- --------
Net cash provided by financing activities 1,264 457
-------- --------
Net decrease in cash (50) (36)
Cash at beginning of period 186 146
-------- --------
Cash at end of period $ 136 $ 110
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Income taxes paid $ 48 $ 12
======== ========
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 Life Insurance. 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 Life insurance segment. 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
adjustments necessary (all of which were normal recurring adjustments) 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,
2002.
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 2003
presentation.
2. ACCOUNTING STANDARDS
CHANGES IN ACCOUNTING PRINCIPLES
COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES
On January 1, 2003, the Company adopted the Financial Accounting Standards
Board (FASB) Statement of Financial Accounting Standards No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities" (FAS
146). FAS 146 requires that a liability for costs associated with exit or
disposal activities, other than in a business combination, be recognized
when the liability is incurred. Previous generally accepted accounting
principles provided for the recognition of such costs at the date of
management's commitment to an exit plan. In addition, FAS 146 requires
that the liability be measured at fair value and be adjusted for changes
in estimated cash flows. The provisions of the new standard are effective
for exit or disposal activities initiated after December 31, 2002. The
adoption of FAS 146 did not affect the Company's consolidated financial
statements.
7
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 Statement of Financial Accounting Standards No. 123 (FAS
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 FAS No. 148, "Accounting for Stock-Based Compensation -
Transition and Disclosure," issued on January 1, 2003. FAS 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 FAS 123 is recorded equal to the amount of
compensation expense charged.
ACCOUNTING STANDARDS NOT YET ADOPTED
CONSOLIDATION OF VARIABLE INTEREST ENTITIES
In January 2003, the FASB released FASB Interpretation No. 46
"Consolidation of Variable Interest Entities" (FIN 46). This
Interpretation changes the method of determining whether certain entities
should be included in the Company's Consolidated Financial Statements. An
entity is subject to FIN 46 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 FAS No. 94, "Consolidation
of All Majority-Owned Subsidiaries." 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.
The provisions of FIN 46 are to be applied immediately to VIEs created
after January 31, 2003, and to VIEs in which an enterprise obtains an
interest after that date. For VIEs in which an enterprise holds a variable
interest that it acquired before February 1, 2003, FIN 46 applies in the
first fiscal period beginning after June 15, 2003. For any VIEs that must
be consolidated under FIN 46 that were created before February 1, 2003,
the assets, liabilities and noncontrolling interest of the VIE would be
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 interest of the VIE. FIN 46 also mandates
new disclosures about VIEs, some of which are required to be presented in
financial statements issued after January 31, 2003.
8
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
The Company has investments in entities that may be considered to be
variable interests. The carrying value of these investments is
approximately $2.2 billion and primarily consists of interests in security
investment funds in the amount of $792 million and real estate investment
funds in the amount of $353 million, below investment grade asset-backed
and mortgage-backed securities in the amount of $1.1 billion, and a
collateralized bond obligation in the amount of $4 million. The Company is
evaluating the impact of applying FIN 46 to existing VIEs in which it has
variable interests and has not yet completed this analysis. The Company
continues to evaluate the impact of applying FIN 46 to entities acquired
before February 1, 2003; however, at this time, it is anticipated that the
effect on the Company's Consolidated Balance Sheets is not expected to
exceed $1 billion to assets and liabilities. No entities were created
between February 1, 2003 and March 31, 2003 that would require application
of FIN 46.
3. 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 individual annuity,
individual life, corporate owned life insurance (COLI) and group 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 finance
funding agreements. 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.
The PRIMERICA LIFE INSURANCE business segment consolidates primarily the
business of Primerica Life, Primerica Life Insurance Company of Canada,
CitiLife and NBL. The Primerica Life Insurance business segment offers
individual life products, primarily term insurance, to customers through a
sales force of approximately 108,000 agents. A great majority of the
domestic licensed sales force works on a part-time basis. NBL also
provides statutory disability benefit insurance and other insurance,
primarily in New York, as well as direct response student term life
insurance nationwide. CitiLife was established in September 2000 to
underwrite insurance in Europe. Primerica Life, directly or through its
subsidiaries, is licensed or otherwise authorized to sell and market term
life insurance in all 50 states, the District of Columbia, Puerto Rico,
Guam, the U.S. Virgin Islands, Northern Mariana Islands, Canada, the
United Kingdom and Spain.
9
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
BUSINESS SEGMENT INFORMATION:
AT AND FOR THE THREE MONTHS ENDED TRAVELERS LIFE PRIMERICA LIFE
MARCH 31, 2003 ($ in millions) & ANNUITY INSURANCE TOTAL
- --------------------------------- ---------------- -------------- ---------
BUSINESS VOLUME:
Premiums $ 161 $ 307 $ 468
Deposits 3,148 -- 3,148
-------- -------- --------
Total premiums and deposits (1) 3,309 307 3,616
Net investment income 686 78 764
Interest credited to contractholders 308 -- 308
Amortization of deferred acquisition costs 68 56 124
Total expenditures for deferred acquisition costs 118 88 206
Federal income taxes on Operating Income (2) 32 54 86
Operating Income (3) $ 254 $ 105 $ 359
Segment Assets $ 75,867 $ 8,671 $ 84,538
-------- -------- --------
AT AND FOR THE THREE MONTHS ENDED TRAVELERS LIFE PRIMERICA LIFE
MARCH 31, 2002 ($ in millions) & ANNUITY INSURANCE TOTAL
- --------------------------------- ---------------- -------------- ---------
BUSINESS VOLUME:
Premiums $ 126 $ 294 $ 420
Deposits 3,174 -- 3,174
-------- -------- --------
Total premiums and deposits (1) 3,300 294 3,594
Net investment income 618 73 691
Interest credited to contractholders 282 -- 282
Amortization of deferred acquisition costs 23 52 75
Total expenditures for deferred acquisition costs 148 74 222
Federal income taxes on Operating Income (2) 87 49 136
Operating Income (3) $ 209 $ 95 $ 304
Segment Assets $ 73,405 $ 8,155 $ 81,560
-------- -------- --------
(1) Total premiums and deposits are a non-GAAP measure.
(2) Excludes taxes on realized investment gains.
(3) Excludes realized gains or losses, net of tax, and is a non-GAAP measure.
See discussion of non-GAAP measures under Item 2.
BUSINESS SEGMENT RECONCILIATION:
- -------------------------------
FOR THE THREE MONTHS ENDED
MARCH 31, ($ in millions) 2003 2002
INCOME:
Total operating income of segments $ 359 $ 304
Realized investment gains, net of tax 2 17
------ ------
Net Income $ 361 $ 321
====== ======
10
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
4. SHAREHOLDER'S EQUITY
Statutory capital and surplus of the Company was $6.9 billion at December
31, 2002. 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 $966 million is available by the end of the year
2003 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 Life may pay up to $148 million to TIC in 2003 without prior
approval of the Massachusetts Insurance Department. The Company paid $64
million and $271 million in dividends to its parent during the three
months ended March 31, 2003 and 2002, respectively.
5. COMMITMENTS AND CONTINGENCIES
The Company is a defendant or co-defendant in various other 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.
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, 2003 is $800 million, included in
contractholder funds.
11
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Management's narrative analysis of the results of operations is presented in
lieu of Management's Discussion and Analysis of Financial Condition and Results
of Operations, pursuant to General Instruction H(2)(a) of Form 10-Q.
The Company's Annual Report on Form 10-K, its quarterly reports on Form 10-Q and
any current reports on Form 8-K, and all amendments to these reports, are
available on the Citigroup website at http://www.citigroup.com by selecting the
"Investor Relations" page and selecting "SEC Filings."
CONSOLIDATED OVERVIEW ($ in millions)
FOR THE THREE MONTHS
ENDED MARCH 31,
2003 2002
------ ------
Revenues $1,407 $1,308
Insurance benefits and interest credited 723 663
Operating expenses 235 179
------ ------
Income before taxes 449 466
Income Taxes 88 145
------ ------
Net income $ 361 $ 321
====== ======
The Travelers Insurance Company (TIC, together with its subsidiaries, the
Company), is comprised of two business segments, Travelers Life & Annuity and
Primerica Life Insurance. Net income increased 12% to $361 million for the
quarter ended March 31, 2003 from $321 million in the prior year quarter,
primarily related to a $39 million Dividends Received Deduction (DRD) tax
benefit, and favorable business volumes and fees, partially offset by higher
deferred acquisition costs (DAC) amortization and lower net after-tax realized
investment gains.
Net income of $361 million and $321 million included net after-tax realized
investment gains of $2 million and $17 million in the first quarter of 2003 and
2002, respectively. Included in these net after-tax realized investment gains
are impairments of instruments, primarily in the fixed income portfolio, in the
amount of $35 million and $47 million, net of tax, in the first quarter of 2003
and 2002, respectively. These impairments were offset by gains on sales of fixed
maturities. Excluding realized investment gains/losses, operating income
increased 18% to $359 million in the first quarter of 2003 from $304 million in
the prior year period. Operating income is a non-GAAP measure, which the Company
believes is a more appropriate indicator of insurance results than net income
and is more reflective of the underlying trends of the businesses' ongoing
operations. Net realized investment gain/losses are significantly impacted by
both discretionary and other economic factors.
The following discussion presents in more detail each business segment's
performance.
TRAVELERS LIFE & ANNUITY
FOR THE THREE MONTHS ENDED MARCH 31,
($ in millions) 2003 2002
---- ----
Revenues $995 $908
Insurance benefits and interest credited 587 529
Operating expenses 121 65
---- ----
Income before taxes 287 314
Income taxes 33 93
---- ----
Net income $254 $221
==== ====
12
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
Travelers Life & Annuity (TLA) core offerings include individual annuity,
individual life, corporate owned life insurance (COLI) and group annuity
insurance products distributed by TIC and The Travelers Life and Annuity Company
(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 (GICs), payout annuities, group annuities sold to
employer-sponsored retirement and savings plans and structured finance funding
agreements. 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.
Net income of $254 million in the first quarter of 2003 increased 15% from $221
million, including $12 million of net realized investment gains, in the 2002
first quarter, primarily related to the increase in operating income, offset by
lower after-tax realized investment gains. Operating income was $254 million in
the first quarter of 2003 compared to $209 million in the first quarter of 2002.
The 22% increase in 2003 reflects a $39 million DRD tax benefit, higher
investment income and favorable business volumes and fees, partially offset by
volume related insurance benefits and interest credited and higher DAC
amortization. The DRD tax benefit was the primary driver which reduced the
effective tax rate from 30% in the prior year quarter to 11% in the current year
quarter.
Net investment income (NII) increased $68 million to $686 million for the first
quarter of 2003 from $618 million in the first quarter of 2002. This increase
was driven by a larger invested asset base from increased business volumes,
which helped offset deterioration in fixed income yields. Equity investment
returns also contributed to the NII growth as a result of risk arbitrage
activity in the Company's trading portfolio. NII also included an increase of
$25 million in dividends from Citigroup Series YYY Preferred Stock, representing
a full quarter of dividends versus one month of dividends in 2002, because the
Series YYY Preferred Stock was contributed to the Company late in the first
quarter of 2002.
The following table shows net written premiums and deposits by product type for
each of the quarters ended March 31, 2003 and 2002. The majority of the annuity
business and a substantial portion of the life business written by TLA are
accounted for as investment contracts, such that the premiums are considered
deposits and are not included in revenues. Total premiums and deposits are a
non-GAAP measure, which the Company believes is a more appropriate indicator of
insurance production.
2003 2002
IN MILLIONS OF DOLLARS Premiums Deposits Total Premiums Deposits Total
-------- -------- -------- -------- -------- --------
Individual annuities
Fixed $ -- $ 139 $ 139 $ -- $ 376 $ 376
Variable -- 803 803 -- 1,094 1,094
Individual payout 10 10 20 6 7 13
-------- -------- -------- -------- -------- --------
Total individual annuities 10 952 962 6 1,477 1,483
GICs and other annuities 117 1,994 2,111 84 1,441 1,525
Individual life insurance:
Direct periodic premiums &
deposits 33 176 209 33 200 233
Single premium deposits -- 49 49 -- 76 76
Reinsurance (7) (23) (30) (6) (20) (26)
-------- -------- -------- -------- -------- --------
Total individual life insurance 26 202 228 27 256 283
Other 8 -- 8 9 -- 9
-------- -------- -------- -------- -------- --------
Total $ 161 $ 3,148 $ 3,309 $ 126 $ 3,174 $ 3,300
======== ======== ======== ======== ======== ========
13
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
Individual annuity net written premiums and deposits of $962 million in the
first quarter of 2003 decreased 33% from $1.5 billion in the first quarter of
2002, reflecting a decline in fixed annuity sales due to competitive pressures
and variable annuity sales due to current equity market conditions. Individual
annuity account balances were $27.4 billion at March 31, 2003, and $29.5 billion
at March 31, 2002, reflecting strong declines in market values of variable
annuity investments over the past year, partially offset by good in-force
retention.
Group Annuity net written premiums and deposits (excluding Citigroup's employee
pension plan deposits) of $2.1 billion in the first quarter of 2003 were up 40%
from $1.5 billion in the comparable period of 2002, which reflects an $800
million sale of a funding agreement in the first quarter of 2003, partially
offset by lower variable rate guaranteed investment contract (GIC) sales due to
competitive pressures. Group Annuity account balances and benefits reserves
reached $23.4 billion at March 31, 2003, up 10% from $21.3 billion at March 31,
2002. This volume growth reflects 2003 first quarter fixed GIC production and
continued strong retention in all products.
Net written premiums and deposits for the life insurance business were $228
million in the first quarter of 2003, down 19% from $283 million in the
comparable period of 2002, driven by weaker single premium sales, lower direct
periodic premiums and deposits and lower COLI renewals. Life insurance in force
was $83.5 billion at March 31, 2003, up from $82.3 billion at December 31, 2002.
In the first quarter of 2003, TLA operating expenses increased 86% from the
prior year quarter primarily due to volume-related insurance expenses, and an
increase of $45 million in DAC amortization. During the first quarter of 2002,
TLA had a one-time decrease in DAC amortization of $22 million related to
changes in the underlying lapse and interest rate assumptions in the individual
annuity business. Amortization expense has increased since then due to a higher
amortization rate resulting from the decrease in market value of individual
annuity account balances. The amortization of capitalized DAC is a significant
component of TLA expenses. TLA's recording of DAC varies based upon product
type. DAC for deferred annuities, both fixed and variable, and payout annuities
employs a level yield methodology. DAC for universal life (UL) and COLI are
amortized in relation to estimated gross profits, with traditional life,
including term insurance and other products amortized in relation to anticipated
premiums.
PRIMERICA LIFE INSURANCE
FOR THE THREE MONTHS ENDED MARCH 31, 2003 2002
---- ----
($ in millions)
Revenues $412 $400
Insurance benefits 136 134
Operating expenses 114 114
---- ----
Income before taxes 162 152
Income taxes 55 52
---- ----
Net income $107 $100
==== ====
The Primerica Life Insurance business segment offers individual life products,
primarily term insurance, to customers through a sales force of approximately
108,000 agents. A great majority of the domestic licensed sales force works on a
part-time basis.
Net income of $107 million in the first quarter of 2003 increased 7% from $100
million. Included in net income are realized investment gains of $2 million and
$5 million in the first quarter of 2003 and 2002, respectively. Operating
income, which excludes realized investment gains or losses, and which is a
non-GAAP measure, was $105 million in the first quarter of 2003 compared to $95
million in the first quarter of 2002. The 11% improvement in 2003 reflects
growth in life insurance in force.
14
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
Total life insurance in force reached $474.4 billion at March 31, 2003, up from
$466.8 billion at December 31, 2002, reflecting good in-force policy retention
and higher volume of sales. The face amount of new term life insurance sales was
$19.0 billion for the three-month period ended March 31, 2003, compared to $18.3
billion for the prior year period.
NII increased 7% to $78 million in the first quarter of 2003 from the prior year
quarter, primarily related to a larger invested asset base.
The amortization of capitalized DAC, which increased from $52 million in the
first quarter of 2002 to $56 million in the first quarter of 2003, is a
significant component of Primerica Life's expenses. All of Primerica Life's DAC
is associated with term insurance 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 2002 is associated
with growth in sales and in-force business.
Earned premiums net of reinsurance were $307 million in the first quarter of
2003 compared to $294 million in the prior year period, including $292 million
and $279 million, respectively, for Primerica Life individual term life
policies.
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, 2002, 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 $966
million is available by the end of 2003 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 Life may pay up to $148 million to TIC without prior
approval of the Massachusetts Insurance Department. The Company paid $64 million
and $271 million in dividends to its parent during the three months ended March
31, 2003 and 2002, respectively.
FUTURE APPLICATIONS OF ACCOUNTING STANDARDS
See Note 2 of Notes to Condensed Consolidated 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," "may fluctuate," 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, and the resolution of legal proceedings.
15
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Chief Financial Officer have evaluated
the effectiveness of the Company's disclosure controls and procedures (as such
term is defined in Rules 13a-14 (c) and 15d-14 (c) under the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) as of a date within 90 days prior
to the filing date of this quarterly report (the "Evaluation Date"). Based on
such evaluation, such officers have concluded that, as of the Evaluation Date,
the Company's disclosure controls and procedures are effective in alerting them
on a timely basis to material information relating to the Company (including its
consolidated subsidiaries) required to be included in the Company's reports
filed or submitted under the Exchange Act.
CHANGES IN INTERNAL CONTROLS
Since the Evaluation Date, there have not been any significant changes in the
Company's internal controls or in other factors that could significantly affect
such controls.
16
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.
99.01+ Certification Pursuant to 18 U.S.C. Section 1350.
(B) REPORTS ON FORM 8-K
None
- -------------
+Filed herewith
17
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 15, 2003 /s/ Glenn D. Lammey
-----------------------------------------
Glenn D. Lammey
Executive Vice President, Chief Financial
Officer and Chief Accounting Officer
(Principal Financial Officer and
Principal Accounting Officer)
CERTIFICATIONS
I, Glenn D. Lammey, Chief Financial Officer of The Travelers Insurance Company,
certify that:
1. I have reviewed this quarterly report on Form 10-Q of The Travelers
Insurance Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
18
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
CERTIFICATIONS
(continued)
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date May 15, 2003 /s/ Glenn D. Lammey
-------------------------------------------
Glenn D. Lammey
Chief Financial Officer
I, George C. Kokulis, Chief Executive Officer of The Travelers Insurance
Company, certify that:
1. I have reviewed this quarterly report on Form 10-Q of The Travelers
Insurance Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
19
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
CERTIFICATIONS
(continued)
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date May 15, 2003 /s/ George C. Kokulis
--------------------------------------------
George C. Kokulis
Chief Executive Officer
20