1 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 JUNE 30, 2000 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 33-33691 --------------- 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 TOWER SQUARE, HARTFORD, CONNECTICUT 06183 (Address of principal executive offices) (Zip Code) (860) 277-0111 (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 / / As of the date hereof, there were outstanding 40,000,000 shares of common stock, par value $2.50 per share, of the registrant, all of which were owned by The Travelers Insurance Group Inc., an indirect wholly owned subsidiary of Citigroup Inc. REDUCED DISCLOSURE FORMAT The registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced disclosure format. 2 THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES TABLE OF CONTENTS PART I - FINANCIAL INFORMATION Page ---- ITEM 1. FINANCIAL STATEMENTS Condensed Consolidated Statements of Income for the Three and Six Months Ended June 30, 2000 and 1999 (unaudited).....................3 Condensed Consolidated Balance Sheets as of June 30, 2000 (unaudited) and December 31, 1999.................................................................4 Condensed Consolidated Statements of Changes in Retained Earnings and Accumulated Other Changes in Equity from Non-Owner Sources For the Three and Six Months Ended June 30, 2000 and 1999 (unaudited).............5 Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2000 and 1999 (unaudited)...............................6 Notes to Condensed Consolidated Financial Statements (unaudited)..................7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS....................................12 PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K........................................16 SIGNATURES.......................................................................17 2 3 THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) ($ IN MILLIONS) THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ---------------------- ---------------------- 2000 1999 2000 1999 ------- ------- ------- ------- REVENUES Premiums $ 496 $ 435 $ 1,047 $ 843 Net investment income 703 636 1,358 1,221 Realized investment gains (losses) 22 6 20 (133) Fee income 120 108 256 211 Other revenues 24 29 46 50 ------- ------- ------- ------- Total Revenues 1,365 1,214 2,574 2,345 ------- ------- ------- ------- BENEFITS AND EXPENSES Current and future insurance benefits 453 374 929 708 Interest credited to contractholders 248 231 493 457 Amortization of deferred acquisition costs 88 78 173 156 General and administrative expenses 103 125 245 251 ------- ------- ------- ------- Total Benefits and Expenses 892 808 1,840 1,572 ------- ------- ------- ------- Income from operations before federal income taxes 473 406 734 773 Federal income taxes 158 138 243 262 ------- ------- ------- ------- Net Income $ 315 $ 268 $ 491 $ 511 ======= ======= ======= ======= See Notes to Condensed Consolidated Financial Statements. 3 4 THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS ($ IN MILLIONS) JUNE 30, 2000 DECEMBER 31, 1999 (UNAUDITED) -------- -------- ASSETS Investments $ 35,875 $ 33,488 Separate and variable accounts 24,023 22,199 Reinsurance recoverable 3,233 3,234 Deferred acquisition costs 2,898 2,688 Other assets 2,109 1,922 -------- -------- Total Assets $ 68,138 $ 63,531 -------- -------- LIABILITIES Contractholder funds $ 17,983 $ 17,567 Future policy benefits and claims 13,002 12,563 Separate and variable accounts 24,022 22,194 Other liabilities 5,243 3,587 -------- -------- Total Liabilities 60,250 55,911 -------- -------- SHAREHOLDER'S EQUITY Common stock, par value $2.50; 40 million shares authorized, issued and outstanding 100 100 Additional paid-in capital 3,833 3,819 Retained earnings 4,250 4,099 Accumulated other changes in equity from non-owner sources (295) (398) -------- -------- Total Shareholder's Equity 7,888 7,620 -------- -------- Total Liabilities and Shareholder's Equity $ 68,138 $ 63,531 ======== ======== See Notes to Condensed Consolidated Financial Statements. 4 5 THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN RETAINED EARNINGS AND ACCUMULATED OTHER CHANGES IN EQUITY FROM NON-OWNER SOURCES (UNAUDITED) ($ IN MILLIONS) THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ----------------------- ----------------------- STATEMENTS OF CHANGES IN RETAINED EARNINGS 2000 1999 2000 1999 ------- ------- ------- ------- Balance, beginning of period $ 4,105 $ 3,735 $ 4,099 $ 3,602 Net income 315 268 491 511 Dividends to parent (170) (165) (340) (275) ------- ------- ------- ------- Balance, end of period $ 4,250 $ 3,838 $ 4,250 $ 3,838 ======= ======= ======= ======= STATEMENTS OF ACCUMULATED OTHER CHANGES IN EQUITY FROM NON-OWNER SOURCES Balance, beginning of period $ (184) $ 341 $ (398) $ 598 Unrealized gains (losses), net of tax (111) (402) 103 (659) ------- ------- ------- ------- Balance, end of period $ (295) $ (61) $ (295) $ (61) ======= ======= ======= ======= SUMMARY OF CHANGES IN EQUITY FROM NON-OWNER SOURCES Net Income $ 315 $ 268 $ 491 $ 511 Other changes in equity from non-owner sources (111) (402) 103 (659) ------- ------- ------- ------- Total changes in equity from non-owner sources $ 204 $ (134) $ 594 $ (148) ======= ======= ======= ======= See Notes to Condensed Consolidated Financial Statements. 5 6 THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS INCREASE (DECREASE) IN CASH (UNAUDITED) ($ IN MILLIONS) SIX MONTHS ENDED JUNE 30, 2000 1999 -------- -------- NET CASH PROVIDED BY OPERATING ACTIVITIES $ 815 $ 459 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from maturities of investments Fixed maturities 1,782 1,490 Mortgage loans 201 305 Proceeds from sales of investments Fixed maturities 6,606 7,691 Equity securities 242 34 Real estate held for sale 205 26 Purchases of investments Fixed maturities (9,822) (11,281) Equity securities (208) (130) Mortgage loans (170) (109) Policy loans, net 9 599 Short-term securities (purchases) sales, net (212) 281 Other investments purchases, net (156) (242) Securities transactions in course of settlement, net 886 181 -------- -------- Net cash used in investing activities (637) (1,155) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Contractholder fund deposits 3,007 3,689 Contractholder fund withdrawals (2,777) (2,658) Dividends to parent company (340) (275) -------- -------- Net cash provided by (used in) financing activities (110) 756 -------- -------- Net increase in cash 68 60 Cash at beginning of period 85 65 -------- -------- Cash at end of period $ 153 $ 125 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Income taxes paid $ 210 $ 194 ======== ======== See Notes to Condensed Consolidated Financial Statements. 6 7 THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION The interim consolidated financial statements of The Travelers Insurance Company (TIC; together with its subsidiaries, the Company), an indirect wholly owned subsidiary of Citigroup Inc. (Citigroup), have been prepared in conformity with generally accepted accounting principles (GAAP) and are unaudited. The consolidated financial statements include the accounts of TIC and its insurance and non-insurance subsidiaries 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 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, 1999. Certain financial information that is normally included in 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 with the current year's presentation. FUTURE APPLICATION OF ACCOUNTING STANDARDS In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" (FAS 133). In June 1999, the FASB issued Statement of Financial Standards No. 137, "Deferral of the Effective Date of FASB Statement No. 133" (FAS 137), which allows entities that have not yet adopted FAS 133 to defer its effective date to all fiscal quarters of all fiscal years beginning after June 15, 2000. In June 2000, the FASB issued Statement of Financial Accounting Standards No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities, an amendment of FASB Statement No. 133" which amends the accounting and reporting standards of FAS 133. FAS 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives), and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the consolidated balance sheet and measure those instruments at fair value. If certain conditions are met, a derivative may be specifically designated as (a) a hedge of the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment, (b) a hedge of the exposure to variable cash flows of a recognized asset or liability or of a forecasted transaction, or (c) a hedge of the foreign currency exposure of a net investment in a foreign operation, an unrecognized firm commitment, an available-for-sale security, or a foreign-currency-denominated forecasted transaction. The accounting for changes in the fair value of a derivative (that is, gains and losses) depends on the intended use of the derivative and the resulting designation. Upon initial application of FAS 133, hedging relationships must be designated anew and documented pursuant to the provisions of this statement. The Company adopted the deferral provisions of FAS 137, effective January 1, 2000 and has not yet determined the impact that FAS 133 will have on its consolidated financial statements. 7 8 THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 2. COMMERCIAL PAPER AND LINES OF CREDIT TIC has issued commercial paper directly to investors in prior years. No commercial paper was outstanding at June 30, 2000 or December 31, 1999. TIC must maintain bank lines of credit at least equal to the amount of the outstanding commercial paper. Citigroup and TIC have an agreement with a syndicate of banks to provide $1.0 billion of revolving credit, to be allocated to Citigroup or TIC. TIC's participation in this agreement is limited to $250 million. The agreement consists of a five-year revolving credit facility that expires in June 2001. At June 30, 2000 and December 31, 1999, no credit under this agreement was allocated to TIC. Under this facility TIC is required to maintain certain minimum equity and risk-based capital levels. At June 30, 2000, the Company was in compliance with these provisions. If TIC had borrowings outstanding on this facility, the interest rate would be based upon LIBOR plus a contractually negotiated margin. 3. SHAREHOLDER'S EQUITY Statutory capital and surplus of the Company was $5.03 billion at December 31, 1999. 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. Statutory surplus of $679 million is available in 2000 for dividend payments by the Company without prior approval of the Connecticut Insurance Department. The Company paid $340 million and $275 million in dividends to its parent during the six months ended June 30, 2000 and 1999, respectively. 4. COMMITMENTS AND CONTINGENCIES The Company is a defendant or co-defendant in various litigation matters in the normal course of business. Although there can be no assurances, as of June 30, 2000, the Company believes, based on information currently available, that the ultimate resolution of these legal proceedings would not be likely to have a material adverse effect on its results of operations, financial condition or liquidity. This statement is a forward-looking statement within the meaning of the Private Securities Litigation Reform Act. See "Forward-Looking Statements" on page 15. 8 9 THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 5. SUBSEQUENT EVENT On July 31, 2000, the Company sold 90% of its individual long-term care insurance business to General Electric Capital Assurance Company in the form of an indemnity reinsurance arrangement. 6. OPERATING SEGMENTS The Company has two reportable business segments that are managed separately 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 common ultimate parent, Citigroup Inc. The TRAVELERS LIFE & ANNUITY business segment consolidates primarily the business of TIC and The Travelers Life and Annuity Company (TLAC). Travelers Life & Annuity core offerings include individual annuity, group annuity and individual life insurance products distributed by TIC and TLAC under the Travelers name. Among the range of individual products offered are fixed and variable deferred annuities, payout annuities and term, universal and variable life insurance. The group products include institutional pensions, including guaranteed investment contracts, payout annuities, group annuities to employer-sponsored retirement and savings plans and structured finance transactions. The PRIMERICA LIFE business segment consolidates primarily the business of Primerica Life Insurance Company, Primerica Life Insurance Company of Canada and National Benefit Life Insurance Company. The Primerica Life business segment offers individual life products, primarily term insurance, to customers through a nationwide sales force of approximately 82,000 full and part-time licensed Personal Financial Analysts. 9 10 THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) BUSINESS SEGMENT INFORMATION: FOR THE THREE MONTHS ENDED TRAVELERS LIFE & PRIMERICA LIFE JUNE 30, 2000 ($ IN MILLIONS) ANNUITY INSURANCE TOTAL ------- ------- ------- BUSINESS VOLUME: Premiums $219 $277 $496 Deposits 2,930 - 2,930 ------- ------- ------- Total business volume 3,149 277 3,426 Net investment income 632 71 703 Net realized investment gains (losses) 24 (2) 22 Other revenues 124 20 144 Less: Deposits (2,930) - (2,930) ------- ------- ------- Total revenues $999 $366 $1,365 Operating Income (excludes realized gains or losses and the related FIT) $205 $96 $301 ------- ------- ------- FOR THE THREE MONTHS ENDED TRAVELERS LIFE & PRIMERICA LIFE JUNE 30, 1999 ($ IN MILLIONS) ANNUITY INSURANCE TOTAL ------- ------- ------- BUSINESS VOLUME: Premiums $ 167 $ 268 $ 435 Deposits 2,910 -- 2,910 ------- ------- ------- Total business volume 3,077 268 3,345 Net investment income 572 64 636 Net realized investment gains 1 5 6 Other revenues 117 20 137 Less: Deposits (2,910) -- (2,910) ------- ------- ------- Total revenues $ 857 $ 357 $ 1,214 Operating Income (excludes realized gains or losses and the related FIT) $ 175 $ 90 $ 265 ------- ------- ------- BUSINESS SEGMENT RECONCILIATION: FOR THE THREE MONTHS ENDED JUNE 30 ($ IN MILLIONS) INCOME: 2000 1999 ---- ---- Total business income of segments $301 $265 Realized investment gains net of tax 14 3 ---- ---- Net Income $315 $268 ==== ==== 10 11 THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) BUSINESS SEGMENT INFORMATION: FOR THE SIX MONTHS ENDED TRAVELERS LIFE & PRIMERICA LIFE JUNE 30, 2000 ($ IN MILLIONS) ANNUITY INSURANCE TOTAL ------- ------- ------- BUSINESS VOLUME: Premiums $ 499 $ 548 $ 1,047 Deposits 5,782 -- 5,782 ------- ------- ------- Total business volume 6,281 548 6,829 Net investment income 1,219 139 1,358 Net realized investment losses (82) (51) (133) Other revenues 254 48 302 Less: Deposits (5,782) -- (5,782) ------- ------- ------- Total revenues $ 1,890 $ 684 $ 2,574 Operating Income (excludes realized gains or losses and the related FIT) $ 392 $ 186 $ 578 ------- ------- ------- FOR THE SIX MONTHS ENDED TRAVELERS LIFE & PRIMERICA LIFE JUNE 30, 1999 ($ IN MILLIONS) ANNUITY INSURANCE TOTAL ------- ------- ------- BUSINESS VOLUME: Premiums $ 308 $ 535 $ 843 Deposits 5,962 -- 5,962 ------- ------- ------- Total business volume 6,270 535 6,805 Net investment income 1,095 126 1,221 Net realized investment gains 14 6 20 Other revenues 219 42 261 Less: Deposits (5,962) -- (5,962) ------- ------- ------- Total revenues $ 1,636 $ 709 $ 2,345 Operating Income (excludes realized gains or losses and the related FIT) $ 320 $ 178 $ 498 ------- ------- ------- BUSINESS SEGMENT RECONCILIATION: FOR THE SIX MONTHS ENDED JUNE 30 ($ IN MILLIONS) INCOME: 2000 1999 ----- ----- Total business income of segments $ 578 $ 498 Realized investment gains (losses) net of tax (87) 13 ----- ----- Net Income $ 491 $ 511 ===== ===== 11 12 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. CONSOLIDATED OVERVIEW ($ in millions) FOR THE THREE MONTHS FOR THE SIX MONTHS ENDED JUNE 30, ENDED JUNE 30, 2000 1999 2000 1999 ------ ------ ------ ------ Revenues $1,365 $1,214 $2,574 $2,345 ====== ====== ====== ====== Net income $ 315 $ 268 $ 491 $ 511 ====== ====== ====== ====== The Travelers Insurance Company (TIC; together with its subsidiaries, the Company), is comprised of two business segments, Travelers Life & Annuity and Primerica Life Insurance. Operating income, defined as income before net realized investment gains or losses, was $301 million and $578 million for the quarter and six months ended June 30, 2000, respectively, up from $265 million and $498 million for the 1999 comparable periods. Revenues increased 12% and 10% to $1.4 billion and $2.6 billion for the 2000 quarter and six months, respectively, reflecting increased business volume and strong investment results. The increased business volume also drove the 10% and 17% increases in benefits and expenses for the quarter and six months ended June 30, 2000, respectively. The following discussion presents in more detail each business segment's performance. TRAVELERS LIFE & ANNUITY FOR THE THREE MONTHS ENDED JUNE 30, 2000 1999 ---- ---- ($ in millions) Revenues $999 $857 ==== ==== Net income $220 $175 ==== ==== Travelers Life & Annuity core offerings include individual annuity, group annuity and individual life and long-term care products distributed by TIC and The Travelers Life and Annuity Company (TLAC) under the Travelers name. Among the range of individual products offered are fixed and variable deferred annuities, payout annuities and term, universal and variable life and long-term care insurance. The group products include institutional pensions, including guaranteed investment contracts, payout annuities, group annuities to employer-sponsored retirement and savings plans and structured finance transactions. The majority of the annuity business and a substantial portion of the life business written by Travelers Life & Annuity are accounted for as investment contracts, with the result that the deposits collected are reported as liabilities and are not included in revenues. 12 13 THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES Operating income was $205 million in the second quarter of 2000 compared to $175 million in the second quarter of 1999. The 17% improvement in 2000 reflects increased business volume and particularly strong investment income versus the prior year period. During the second quarter of 2000, this business achieved double-digit business volume growth in individual annuity account balances and life premiums versus the prior year quarter, reflecting both greater popularity of estate planning products and significant cross-selling initiatives through Citigroup distribution channels. The cross-selling of Travelers Life & Annuity (TLA) products through the Primerica Financial Services, Inc. (Primerica). Citibank and Salomon Smith Barney (SSB) distribution channels, along with improved sales through a nationwide network of independent agents and strong group sales through various intermediaries reflect ongoing efforts to build market share by strengthening relationships in key distribution channels. Also, TLA continues to show strong sales through the Copeland Companies, which was contributed to CitiStreet, a joint venture between Citigroup and State Street Bank. Significant individual annuity sales, combined with favorable market returns from variable annuities, drove account balances to $28.0 billion at June 30, 2000, up 9% from $25.8 billion at December 31, 1999 and up 22% from $23.0 billion at June 30, 1999. Net premiums and deposits increased 25% in the second quarter of 2000 to $1.5 billion, from $1.2 billion in the second quarter of 1999. The strong sales reflect marketing initiatives at SSB and Primerica, and Copeland's continued progress in the small company segment of the 401(k) market, as well as core agent production. Group annuity account balances and benefit reserves were $15.8 billion at June 30, 2000, level with December 31, 1999 and up 4% from $15.2 billion at June 30, 1999. The group annuity businesses experienced continued strong sales momentum in variable guaranteed investment contracts, employer-sponsored group plans and cross-selling of structured settlement annuities through Travelers Property Casualty Corp. (TAP), an affiliate of the Company. Net premiums and deposits (excluding Citigroup's employee pension plan deposits) were $1.4 billion in the second quarter of 2000, compared to $1.6 billion in the comparable period of 1999. Direct periodic premiums for individual life insurance of $113.4 million in the second quarter of 2000 were up 31% from $86.7 million in the comparable period of 1999, reflecting strong agency results and the introduction in the fourth quarter of 1999 of a new corporate-owned life insurance product. Life insurance in force was $63.2 billion at June 30, 2000, up from $57.7 million at June 30, 1999. On July 31, 2000, the Company sold 90% of its individual long-term care insurance business to General Electric Capital Assurance Company in the form of an indemnity reinsurance arrangement. 13 14 THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES PRIMERICA LIFE INSURANCE FOR THE THREE MONTHS ENDED JUNE 30, 2000 1999 ---- ---- ($ in millions) Revenues $366 $357 ==== ==== Net income $ 95 $ 93 ==== ==== The Primerica Life Insurance business segment offers individual life products, primarily term insurance, to customers through a nationwide sales force of approximately 82,000 full and part-time licensed Personal Financial Analysts. Operating income was $96 million in the second quarter of 2000 compared to $90 million in the second quarter of 1999. An 11% increase in investment income contributed to the 7% growth in operating earnings. Earned premiums net of reinsurance were $277 million in the second quarter of 2000 compared to $268 million in the prior year period, including $260 million and $252 million, respectively, for Primerica individual term life policies. Life insurance in force reached a record $403.6 billion, up from $391.7 billion at June 30, 1999, reflecting good policy persistency and stable sales. The face amount of new term life insurance sales was $18.5 billion for the three month period ended June 30, 2000, compared to $15.5 billion for the prior year period. TRAVELERS LIFE & ANNUITY FOR THE SIX MONTHS ENDED JUNE 30, 2000 1999 ---- ---- ($ in millions) Revenues $1,890 $1,636 ====== ====== Net income $ 338 $ 329 ====== ====== Operating income increased 22% to $392 million in the six months ended June 30, 2000, compared to $320 million in the six months ended June 30, 1999. Earnings growth was driven by business volume, investment performance and a higher capital base. For individual annuities, net written premiums and deposits were $3.0 billion in the first six months of 2000, up 30% from $2.3 billion in the comparable period of 1999, reflecting increased growth in the sales of variable annuities. Group annuity net premiums and deposits were $2.9 billion in the first six months of 2000, compared to $3.5 billion in the prior year period. The 17% decrease reflects particularly strong structured finance transactions in the first six months of 1999. For individual life insurance, direct periodic premiums were $230 million for the first half of 2000, up 34% from $171 million in the prior year period. Face amount of individual life insurance issued during the first half of 2000 was $5.7 billion, up from $4.9 billion in the prior period of 1999. 14 15 THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES PRIMERICA LIFE INSURANCE FOR THE SIX MONTHS ENDED JUNE 30, 2000 1999 ---- ---- ($ in millions) Revenues $684 $709 ==== ==== Net income $153 $182 ==== ==== Earnings before gains on investments for the first six months of 2000 increased 4% to $186 million, compared to $178 million in the first six months of 1999. Face amount of new term life insurance sales was $33.5 billion in the first six months of 2000, up from $29.1 billion in the prior year period. 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 June 30, 2000, 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. The maximum amount of dividends available to be paid to the Company's shareholder in 2000 without prior approval of the Connecticut Insurance Department is $679 million. The Company paid $340 million and $275 million in dividends to its parent during the six months ended June 30, 2000 and 1999, respectively. FUTURE APPLICATIONS OF ACCOUNTING STANDARDS See Note 1 of Notes to Condensed Consolidated Financial Statements for Future Application of Accounting Standards. 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, the resolution of legal proceedings. 15 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. 27.01+ Financial Data Schedule - ------------------ + Filed herewith. (b) REPORTS ON FORM 8-K. None 16 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 August 11, 2000 /s/ Glenn D. Lammey Glenn D. Lammey Executive Vice President, Chief Financial Officer and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer) 17