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, 2002
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
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 and six months ended June 30, 2002 and 2001 (unaudited)...................................................... 3
Condensed Consolidated Balance Sheets as of June 30, 2002 (unaudited) and
December 31, 2001.................................................................................................. 4
Condensed Consolidated Statements of Changes in Shareholder's Equity
for the three and six months ended June 30, 2002 and 2001 (unaudited).............................................. 5
Condensed Consolidated Statements of Cash Flows for the
six months ended June 30, 2002 and 2001 (unaudited)................................................................ 6
Notes to Condensed Consolidated Financial Statements (unaudited)................................................... 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS...................................................................... 15
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.......................................................................... 19
SIGNATURES......................................................................................................... 20
EXHIBIT 99.01...................................................................................................... 21
EXHIBIT 99.02...................................................................................................... 22
2
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
($ in millions)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ ----------------
2002 2001 2002 2001
---- ---- ---- ----
REVENUES
Premiums $ 540 $ 435 $ 960 $ 1,056
Net investment income 734 737 1,425 1,461
Realized investment gains (losses) (182) 8 (156) 101
Fee income 141 132 285 264
Other revenues 27 40 54 67
------- ------- ------- -------
Total Revenues 1,260 1,352 2,568 2,949
------- ------- ------- -------
BENEFITS AND EXPENSES
Current and future insurance benefits 469 368 850 933
Interest credited to contractholders 301 300 583 586
Amortization of deferred acquisition costs 98 94 173 186
General and administrative expenses 91 97 195 205
------- ------- ------- -------
Total Benefits and Expenses 959 859 1,801 1,910
------- ------- ------- -------
Income from operations before federal income taxes and
cumulative effects of changes in accounting principles 301 493 767 1,039
Federal income taxes 79 163 224 347
------- ------- ------- -------
Income before cumulative effects of changes in
accounting principles 222 330 543 692
Cumulative effect of change in accounting for derivative
instruments and hedging activities, net of tax -- -- -- (6)
Cumulative effect of change in accounting for
securitized financial assets, net of tax -- (3) -- (3)
------- ------- ------- -------
Net Income $ 222 $ 327 $ 543 $ 683
======= ======= ======= =======
See Notes to Condensed Consolidated Financial Statements
3
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
($ in millions)
JUNE 30, 2002
(UNAUDITED) DECEMBER 31, 2001
------------- -----------------
ASSETS
Investments (including $1,896 and $2,330 subject to securities
lending agreements) $ 47,402 $43,220
Separate and variable accounts 23,401 24,837
Reinsurance recoverable 4,250 4,163
Deferred acquisition costs 3,745 3,461
Other assets 2,961 2,185
-------- -------
Total Assets $ 81,759 $77,866
-------- -------
LIABILITIES
Contractholder funds $ 25,338 $22,810
Future policy benefits and claims 14,592 14,221
Separate and variable accounts 23,401 24,837
Other liabilities 7,602 6,813
-------- -------
Total Liabilities 70,933 68,681
-------- -------
SHAREHOLDER'S EQUITY
Common stock, par value $2.50; 40 million shares authorized,
issued and outstanding 100 100
Additional paid-in capital 5,471 3,869
Retained earnings 5,257 5,142
Accumulated other changes in equity from nonowner sources (2) 74
-------- -------
Total Shareholder's Equity 10,826 9,185
-------- -------
Total Liabilities and Shareholder's Equity $ 81,759 $77,866
======== =======
See Notes to Condensed Consolidated Financial Statements.
4
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
(UNAUDITED)
($ in millions)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- -------------------
COMMON STOCK 2002 2001 2002 2001
------- ------- ------- -------
Balance, beginning of period $ 100 $ 100 $ 100 $ 100
Changes in common stock -- -- -- --
------- ------- ------- -------
Balance, end of period $ 100 $ 100 $ 100 $ 100
======= ======= ======= =======
ADDITIONAL PAID-IN CAPITAL
Balance, beginning of period $ 5,469 $ 3,855 $ 3,869 $ 3,848
Stock option tax benefit 2 3 6 10
Capital contributed by parent -- -- 1,596 --
------- ------- ------- -------
Balance, end of period $ 5,471 $ 3,858 $ 5,471 $ 3,858
======= ======= ======= =======
RETAINED EARNINGS
Balance, beginning of period $ 5,192 $ 4,541 $ 5,142 $ 4,342
Net income 222 327 543 683
Dividends to parent (157) (158) (428) (315)
------- ------- ------- -------
Balance, end of period $ 5,257 $ 4,710 $ 5,257 $ 4,710
======= ======= ======= =======
ACCUMULATED OTHER CHANGES
IN EQUITY FROM NONOWNER SOURCES
Balance, beginning of period $ (189) $ 245 $ 74 $ 104
Cumulative effect of change in accounting principle for
derivative instruments and hedging activities, net of tax -- -- -- (29)
Foreign currency translation, net of tax 1 -- 2 --
Unrealized gains (losses), net of tax 232 (155) (80) 32
Derivative instrument hedging activity gains (losses),
net of tax (46) 15 2 (2)
------- ------- ------- -------
Balance, end of period $ (2) $ 105 $ (2) $ 105
======= ======= ======= =======
SUMMARY OF CHANGES IN EQUITY
FROM NONOWNER SOURCES
Net income $ 222 $ 327 $ 543 $ 683
Other changes in equity from nonowner sources 187 (140) (76) 1
------- ------- ------- -------
Total changes in equity from nonowner sources $ 409 $ 187 $ 467 $ 684
======= ======= ======= =======
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)
SIX MONTHS ENDED
JUNE 30,
2002 2001
-------- --------
NET CASH (USED IN)/PROVIDED BY OPERATING ACTIVITIES $ (22) $ 392
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities of investments
Fixed maturities 2,112 1,557
Equity Securities 11 --
Mortgage loans 124 161
Proceeds from sales of investments
Fixed maturities 8,335 6,626
Equity securities 28 64
Real estate held for sale 13 2
Purchases of investments
Fixed maturities (12,891) (11,058)
Equity securities (10) (15)
Mortgage loans (165) (45)
Policy loans, net 26 18
Short-term securities sales, net 439 456
Other investment sales, net 104 21
Securities transactions in course of settlement, net (252) 368
-------- --------
Net cash used in investing activities (2,126) (1,845)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Contractholder fund deposits 4,941 4,429
Contractholder fund withdrawals (2,439) (2,650)
Capital contribution by parent 172 --
Dividends to parent company (428) (315)
-------- --------
Net cash provided by financing activities 2,246 1,464
-------- --------
Net increase in cash 98 11
Cash at beginning of period 146 150
-------- --------
Cash at end of period $ 244 $ 161
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid $ 1 $ --
Income taxes paid $ 274 $ 269
======== ========
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 condensed consolidated financial
statements include the accounts of the Company 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 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,
2001.
On March 27, 2002, Travelers Property Casualty Corp. (TPC), the Company's
parent at December 31, 2001, completed its initial public offering (IPO).
On August 1, 2002, Citigroup announced that it will make a tax-free
distribution to its stockholders of a portion of its remaining interest in
TPC on or about August 20, 2002. Prior to the IPO the following
transactions occurred:
- - The common stock of the Company was distributed by TPC to CIHC so the
Company would remain an indirect wholly owned subsidiary of Citigroup.
- - The Company sold to TPC its home office buildings in Hartford, Connecticut
and a building housing TPC's information systems in Norcross, Georgia to
TPC for $68 million.
- - TLA Holdings LLC, a non-insurance subsidiary valued at $142 million, was
contributed to the Company by TPC.
- - The Company assumed pension, post-retirement and post-employment benefits
payable to all inactive employees of the former Travelers Insurance
entities and received $189 million of cash and other assets from TPC to
offset these benefit liabilities.
- - The Company received 2,225 shares of Citigroup's 6.767% Cumulative
Preferred Stock, Series YYY, with a par value of $1.00 per share and a
liquidation value of $1 million per share as a contribution from TPC.
Currently, the Company and its subsidiaries share services with TPC and its
subsidiaries. These services, which include leasing arrangements,
facilities management, banking and financial functions, benefit coverages,
data processing services, a short-term investment pool and others, will be
phased out over a brief period of time after the tax-free distribution
occurs. The Company will have the right to continue to use the names
"Travelers Life & Annuity," "The Travelers Insurance Company," "The
Travelers Life and Annuity Company" (TLAC) and related names in connection
with the Company's business.
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 2002
presentation.
7
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
2. CHANGES IN ACCOUNTING PRINCIPLES AND ACCOUNTING STANDARDS NOT YET ADOPTED
ACCOUNTING CHANGES
------------------
BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS
Effective January 1, 2002, the Company adopted the Financial Accounting
Standards Board (FASB) Statements of Financial Accounting Standards No.
141, "Business Combinations" (FAS 141) and No. 142, "Goodwill and Other
Intangible Assets" (FAS 142). These standards change the accounting for
business combinations by, among other things, prohibiting the prospective
use of pooling-of-interests accounting and requiring companies to stop
amortizing goodwill and certain intangible assets with an indefinite useful
life created by business combinations accounted for using the purchase
method of accounting. Instead, goodwill and intangible assets deemed to
have an indefinite useful life will be subject to an annual review for
impairment. Other intangible assets that are not deemed to have an
indefinite useful life will continue to be amortized over their useful
lives.
The Company stopped amortizing goodwill on January 1, 2002. Net income
adjusted to exclude goodwill amortization expense for the three and six
months ended June 30, 2001 is as follows:
Three Months Six Months
Ended Ended
($ in millions) June 30, 2001 June 30, 2001
------------- -------------
Net income:
Reported net income $327 $683
Goodwill amortization 1 2
---- ----
Adjusted net income $328 $685
---- ----
The Company had a gross carrying amount of $551 million of contract-based
intangible assets as of June 30, 2002 and 2001, with accumulated
amortization of $419 million and $394 million as of June 30, 2002 and 2001,
respectively. Amortization expense was $6 million for each of the three
months ended June 30, 2002 and 2001, and was $12 million and $13 million
for the respective six month periods. Intangible assets amortization
expense is estimated to be $13 million for the remainder of 2002, $23
million in 2003, $18 million in 2004, $17 million in 2005 and $15 million
in each of 2006 and 2007.
IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS
Effective January 1, 2002, the Company adopted the FASB Statement of
Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" (FAS 144). FAS 144 establishes a single
accounting model for long-lived assets to be disposed of by sale. A
long-lived asset classified as held for sale is to be measured at the lower
of its carrying amount or fair value less cost to sell. Depreciation
(amortization) is to cease. Impairment is recognized only if the carrying
amount of a long-lived asset is not recoverable from its undiscounted cash
flows and is measured as the difference between the carrying amount and
fair value of the asset. Long-lived assets to be abandoned, exchanged for a
similar productive asset, or distributed to owners in a spin-off are
considered held and used until disposed of. Accordingly, discontinued
operations are no longer to be measured on a net realizable value basis,
and future operating losses are no longer recognized before they occur. The
provisions of the new standard are to be applied prospectively. There has
been no impact as of June 30, 2002 on the Company's results of operations,
financial condition or liquidity and the Company does not expect the impact
of this standard to be significant.
8
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
ACCOUNTING STANDARDS NOT YET ADOPTED
------------------------------------
In June 2002, the FASB issued 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 be recognized when the liability is incurred.
Existing generally accepted accounting principles provide for the
recognition of such costs at the date of management's commitment to an
exit plan. In addition, FAS No. 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 Company does not expect
the impact of this new standard to be significant.
3. SHAREHOLDER'S EQUITY
In connection with the TPC IPO and distribution, the Company's additional
paid-in capital increased $1,596 million during the first quarter of 2002
as follows:
($ in millions)
Citigroup Series YYY Preferred Stock $ 2,225
TLA Holdings LLC 142
Cash and other assets 189
Pension, post-retirement, and post-
employment benefits payable (279)
Deferred tax assets 98
Deferred tax liabilities (779)
-------
$ 1,596
=======
Statutory capital and surplus of the Company was $5.09 billion at December
31, 2001. 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 $586 million is available by the end of the year
2002 for such dividends without prior approval of the State of Connecticut
Insurance Department, depending upon the amount and timing of the payments.
The Company paid $428 million in dividends to its parent during the six
months ended June 30, 2002.
4. COMMITMENTS AND CONTINGENCIES
TIC and its subsidiaries are defendants or co-defendants 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.
9
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
5. 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 The Travelers Life and Annuity
Company (TLAC) principally 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 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.
The PRIMERICA LIFE INSURANCE business segment consolidates primarily the
business of Primerica Life, Primerica Life Insurance Company of Canada,
CitiLife and National Benefit Life Insurance Company. The Primerica Life
Insurance business segment offers individual life products, primarily term
insurance, to customers through a nationwide sales force of approximately
101,000 full and part-time licensed Personal Financial Analysts.
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, 2002 ($ in millions) ANNUITY INSURANCE TOTAL
---------------- -------------- -------
BUSINESS VOLUME:
Premiums $ 244 $ 296 $ 540
Deposits 3,854 -- 3,854
------- ------ -------
Total business volume 4,098 296 4,394
Net investment income 664 70 734
Interest credited to contractholders 301 -- 301
Amortization of deferred acquisition costs 43 55 98
Total expenditures for deferred acquisition costs 146 88 234
Federal income taxes on Operating Income 91 53 144
Operating Income (1) $ 238 $ 103 $ 341
Segment Assets $73,496 $8,263 $81,759
------- ------ -------
FOR THE THREE MONTHS ENDED TRAVELERS LIFE & PRIMERICA LIFE
JUNE 30, 2001 ($ in millions) ANNUITY INSURANCE TOTAL
---------------- -------------- -------
BUSINESS VOLUME:
Premiums $ 150 $ 285 $ 435
Deposits 3,075 -- 3,075
------- ------ -------
Total business volume 3,225 285 3,510
Net investment income 663 74 737
Interest credited to contractholders 300 -- 300
Amortization of deferred acquisition costs 43 51 94
Total expenditures for deferred acquisition costs 143 82 225
Federal income taxes on Operating Income 109 52 161
Operating Income (1) $ 226 $ 98 $ 324
Segment Assets $66,321 $7,461 $73,782
------- ------ -------
(1) Excludes realized gains or losses, net of tax and the cumulative effect of
the changes in accounting principles, net of tax.
11
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
BUSINESS SEGMENT RECONCILIATION:
FOR THE THREE MONTHS ENDED
JUNE 30, ($ in millions) 2002 2001
------ -----
INCOME:
Total operating income of segments $ 341 $ 324
Realized investment gains (losses), net of tax (119) 6
Cumulative effect of change in accounting for
securitized financial assets, net of tax -- (3)
----- -----
Net Income $ 222 $ 327
===== =====
12
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, 2002 ($ in millions) ANNUITY INSURANCE TOTAL
---------------- -------------- -------
BUSINESS VOLUME:
Premiums $ 370 $ 590 $ 960
Deposits 7,028 -- 7,028
------- ------ -------
Total business volume 7,398 590 7,988
Net investment income 1,282 143 1,425
Interest credited to contractholders 583 -- 583
Amortization of deferred acquisition costs 65 108 173
Total expenditures for deferred acquisition costs 294 162 456
Federal income taxes on Operating Income 178 102 280
Operating Income (1) $ 447 $ 198 $ 645
Segment Assets $73,496 $8,263 $81,759
------- ------ -------
FOR THE SIX MONTHS ENDED TRAVELERS LIFE & PRIMERICA LIFE
JUNE 30, 2001 ($ in millions) ANNUITY INSURANCE TOTAL
---------------- -------------- -------
BUSINESS VOLUME:
Premiums $ 487 $ 569 $ 1,056
Deposits 6,995 -- 6,995
------- ------ -------
Total business volume 7,482 569 8,051
Net investment income 1,309 152 1,461
Interest credited to contractholders 586 -- 586
Amortization of deferred acquisition costs 85 101 186
Total expenditures for deferred acquisition costs 277 149 426
Federal income taxes on Operating Income 210 102 312
Operating Income (1) $ 431 $ 195 $ 626
Segment Assets $66,321 $7,461 $73,782
------- ------ -------
(1) Excludes realized gains or losses, net of tax and the cumulative effect of
the changes in accounting principles, net of tax.
13
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
BUSINESS SEGMENT RECONCILIATION:
FOR THE SIX MONTHS ENDED
JUNE 30, ($ in millions) 2002 2001
----- -----
INCOME:
Total operating income of segments $ 645 $ 626
Realized investment gains (losses), net of tax (102) 66
Cumulative effect of change in accounting for
derivative instruments and hedging activity,
net of tax -- (6)
Cumulative effect of change in accounting for
securitized financial assets, net of tax -- (3)
----- -----
Net Income $ 543 $ 683
===== =====
14
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,
2002 2001 2002 2001
---- ---- ---- ----
Revenues $1,260 $1,352 $2,568 $2,949
====== ====== ====== ======
Net income $ 222 $ 327 $ 543 $ 683
====== ====== ====== ======
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 declined 32% to $222 million in the three
month period ended June 30, 2002 versus the prior year period. This decline was
primarily due to $118 million of after-tax net realized investment losses in the
second quarter, primarily related to the impairment of investments in debt
securities of WorldCom Inc. in the amount of $126 million, net of tax, versus $5
million after-tax gains in the prior year quarter. These realized investment
losses were partially offset by operating income growth. Operating income,
defined as income before net realized investment gains or losses and cumulative
effect of changes in accounting principles, was $341 million for the quarter
ended June 30, 2002, up from $324 million for the 2001 comparable period.
Revenues, excluding realized investment gains and losses, increased 7% between
the 2002 and 2001 quarters, due to strong business volumes. These strong
business volumes also drove the 12% increase in benefits and expenses in the
second quarter of 2002, over the second quarter of 2001.
Net income declined 20% to $543 million for the six month period ended June 30,
2002 versus the prior year period. This decrease is also attributable to net
realized investment losses in 2002 of $101 million after-tax versus net realized
gains of $66 million after-tax in 2001. Operating income grew $19 million to
$645 million in the six months ended June 30, 2002 partially offsetting the
realized investment loss. Revenues, excluding realized investment gains and
losses, decreased 4%, primarily due to a one-time large pension close out
contract that occurred in the first quarter of 2001. This close out contract
also was the primary factor in the 6% decrease in total benefits and expenses
for the six month period ended June 30, 2002.
The following discussion presents in more detail each business segment's
performance.
TRAVELERS LIFE & ANNUITY
FOR THE THREE MONTHS ENDED JUNE 30, 2002 2001
---- ----
($ in millions)
Revenues $878 $963
==== ====
Net income $126 $225
==== ====
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) 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 COLI product is
15
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
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 decreased 44% to $126 million as a result of net realized investment
losses related to the impairment of investments in debt securities of WorldCom
Inc. totaling $122 million after-tax. These realized losses were partially
offset by operating income growth to $238 million in the quarter ended June 30,
2002 from $226 million in the second quarter of 2001. Investment income of $664
million in 2002 was level with the prior year and included volume growth related
to group annuity account balances and dividends received from Citigroup Series
YYY Preferred Stock, not received in the prior year period. These increases over
the prior year were substantially offset by the declining interest rate
environment in 2002 versus the prior year quarter and a one time real estate
transaction which occurred during the second quarter of 2001. General and
administrative expenses were down in the second quarter of 2002 versus the prior
year due to continued expense management and a $6 million after-tax expense
accrual reversal due to re-evaluation of certain expense liabilities during
2002. Insurance benefits and interest credited to contractholders in the second
quarter of 2002 increased compared to the second quarter of 2001, related to
increased business volumes in the group annuity and individual life businesses,
partially offset by reduced crediting rates relating to the interest rate
environment and a $7 million reserve release, related to a favorable
pre-settlement of outstanding claims. The increased volumes reflect growth in
retirement savings and estate planning products. The 9% decrease in revenues in
2002 is primarily the result of impairment of investments in WorldCom Inc.
BUSINESS VOLUME ($ IN MILLIONS)
AT AND FOR THE
THREE MONTHS ENDED
JUNE 30,
2002 2001 %CHANGE
------- ------- -------
Individual Annuity Account Balances $28,119 $28,426 (1)%
Group Annuity Account Balances $22,523 $19,350 16%
Life Premiums and Deposits $ 221 $ 166 33%
Individual annuities account balances were $28.1 billion at June 30, 2002,
slightly down from $28.9 billion at December 31, 2001 and $28.4 billion at June
30, 2001, primarily reflecting declines in market values of variable annuity
investments, partially offset by good in-force policy retention. Net written
premiums and deposits for individual annuities in the 2002 second quarter were
$1.52 billion, down from $1.65 billion in the comparable period of 2001. The
decrease in individual annuity net written premiums and deposits was driven by a
decline in variable annuity sales due to current equity market conditions, but
was partially offset by fixed annuity sales increases over the prior year
periods. Continued penetration into outside broker-dealer channels reflects the
ongoing effort to build market share during declining market conditions.
Group annuity account balances and benefit reserves reached $22.5 billion at
June 30, 2002, up from $21.0 billion at December 31, 2001 and $19.4 billion at
June 30, 2001. The group annuity business experienced continued strong sales
momentum in structured settlement products and both variable and fixed rate
GICs. Net written premiums and deposits (excluding Citigroup's employee pension
plan deposits) were $2.350 billion in the 2002 second quarter, compared to
$1.397 billion in the comparable period of 2001.
16
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
Total premiums and deposits for individual life insurance and COLI of $221
million in the second quarter of 2002 were up 33% from $166 million in the
comparable period of 2001, driven by increased sales through independent agents
in the high-end retirement and estate planning markets. New periodic and single
premium life insurance sales, excluding COLI, were $97.1 million for the three
months ended June 30, 2002 versus $73.0 million in the comparable period of
2001, reflecting strong core agency sales results. Life insurance in force was
$79.9 billion at June 30, 2002, up from $75.7 billion at December 31, 2001.
PRIMERICA LIFE INSURANCE
FOR THE THREE MONTHS ENDED JUNE 30, 2002 2001
---- ----
($ in millions)
Revenues $382 $389
==== ====
Net income $ 96 $102
==== ====
The Primerica Life business segment offers individual life products, primarily
term insurance, to customers through a nationwide sales force of approximately
101,000 full and part-time licensed Personal Financial Analysts.
Net income declined 6% to $96 million for the second quarter of 2002 related to
realized investment losses, including a $4 million after-tax impairment of
investments in debt securities of WorldCom Inc. These realized losses were
offset by operating income. Operating income was $103 million in the second
quarter of 2002 compared to $98 million in the second quarter of 2001. The 5%
improvement in 2002 reflects growth in life insurance in force and the
discontinuance of the goodwill amortization in accordance with FAS 142,
partially offset by lower investment returns.
Earned premiums net of reinsurance were $297 million in the second quarter of
2002 compared to $285 million in the prior year period, including $280 million
and $268 million, respectively, for Primerica individual term life policies.
Total life insurance in force reached $452.6 billion at June 30, 2002, up from
$434.8 billion at December 31, 2001, reflecting good in-force policy retention
and higher sales. The face amount of new term life insurance sales was $20.9
billion for the three-month period ended June 30, 2002, compared to $18.6
billion for the prior year period.
TRAVELERS LIFE & ANNUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2002 2001
---- ----
($ in millions)
Revenues $1,786 $2,127
====== ======
Net income $ 347 $ 455
====== ======
Net income for the six months ended June 30, 2002 decreased 24% to $347 million,
primarily driven by realized investment losses related to WorldCom Inc. totaling
$122 million after-tax. These realized losses were partially offset by operating
income growth, which increased 4% to $447 million in the six months ended June
30, 2002, compared to $431 million in the six months ended June 30, 2001.
Earnings growth was driven by business volume, a higher capital base and the
decrease in amortization of deferred acquisition costs of $22 million in the
individual annuity product line due to changes in underlying lapse and interest
rate assumptions, partially offset by lower investment yields.
17
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
For individual annuities, net written premiums and deposits were $3.0 billion in
the first six months of 2002, down 6% from $3.2 billion in the comparable period
of 2001.
Group annuity net premiums and deposits were $3.9 billion in the first six
months of 2002, level with the prior year period.
For individual life insurance and COLI, net written premiums were $504 million
for the first half of 2002, up 33% from $378 million in the prior year period.
The face amount of individual life insurance issued during the first half of
2002 was $8.6 billion, up from $6.7 billion in the prior period of 2001.
PRIMERICA LIFE INSURANCE
FOR THE SIX MONTHS ENDED JUNE 30, 2002 2001
---- ----
($ in millions)
Revenues $782 $822
==== ====
Net income $196 $228
==== ====
Net income decreased 14% to $196 million due to net realized investment losses
in 2002, including the impairment of investments in debt securities of WorldCom
Inc. totaling $4 million, net of tax, compared to large realized investment
gains in the first six months of 2001. Operating income for the first six months
of 2002 increased 2% to $198 million, compared to $195 million in the first six
months of 2001. The face amount of new term life insurance sales was $39.2
billion in the first six months of 2002, up from $34.9 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 December 31, 2001, 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 $586
million is available by the end of 2002 for such dividends without prior
approval of the State of Connecticut Insurance Department, depending upon the
amount and timing of the payments. The Company paid $428 million in dividends to
its parent during the six months ended June 30, 2002.
FUTURE APPLICATIONS OF ACCOUNTING STANDARDS
See Note 2 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, regulatory matters and the resolution of legal proceedings.
18
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- -----------
3.01 Charter of The Travelers Insurance Company (the
"Company"), as effective October 19, 1994, incorporated
by reference to Exhibit 3.01 to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended
September 30, 1994 (File No. 33-33691) (the "Company's
September 30, 1994 10-Q").
3.02 By-laws of the Company, as effective October 20, 1994,
incorporated by reference to Exhibit 3.02 to the
Company's September 30, 1994 10-Q.
99.01+ Certification Pursuant to 18 U.S.C. Section 1350.
99.02+ Certification Pursuant to 18 U.S.C. Section 1350.
- -----------------
+ Filed herewith
(b) REPORTS ON FORM 8-K
None
19
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE TRAVELERS INSURANCE COMPANY
(Registrant)
Date August 14, 2002 /s/ Glenn D. Lammey
------------------- --------------------------------------------
Glenn D. Lammey
Executive Vice President,
Chief Financial Officer and Chief Accounting
Officer
(Principal Financial Officer and Principal
Accounting Officer)
20