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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999
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 33-58677
THE TRAVELERS LIFE AND ANNUITY COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CONNECTICUT 06-0904249
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE 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 30,000 shares of common stock, par
value $100 per share, of the registrant, all of which were owned by The
Travelers Insurance Company, an indirect wholly owned subsidiary of Citigroup
Inc.
REDUCED DISCLOSURE FORMAT
The registrant meets the conditions set forth in General Instruction H(1)(a) and
(b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced
disclosure format.
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THE TRAVELERS LIFE AND ANNUITY COMPANY
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION Page
ITEM 1. FINANCIAL STATEMENTS
Condensed Statements of Income for the
Three Months Ended March 31, 1999 and 1998 (unaudited).................................................................3
Condensed Balance Sheets as of March 31, 1999 (unaudited) and
December 31, 1998......................................................................................................4
Condensed Statements of Changes in Retained Earnings and
Accumulated Other Changes in Equity from Non-Owner Sources
for the three months ended March 31, 1999 and 1998 (unaudited).........................................................5
Condensed Statements of Cash Flows for the
Three Months Ended March 31, 1999 and 1998 (unaudited).................................................................6
Notes to Condensed Financial Statements (unaudited)....................................................................7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS..........................................................................8
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.............................................................................12
SIGNATURES............................................................................................................13
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3
THE TRAVELERS LIFE AND ANNUITY COMPANY
CONDENSED STATEMENTS OF INCOME
(UNAUDITED)
($ IN THOUSANDS)
THREE MONTHS ENDED
MARCH 31,
- ---------------------------------------------------------------------------------- --------------------- -------------------
1999 1998
---- ----
REVENUES
Premiums $ 5,313 $ 9,035
Net investment income 42,411 40,028
Realized investment gains 8,844 2,936
Fee income 6,987 2,585
Other 5,550 2,423
- ---------------------------------------------------------------------------------- --------------------- -------------------
Total revenues 69,105 57,007
- ---------------------------------------------------------------------------------- --------------------- -------------------
BENEFITS AND EXPENSES
Current and future insurance benefits 20,252 23,078
Interest credited to contractholders 12,876 12,134
Amortization of deferred acquisition costs and
value of insurance in force 4,100 1,779
Operating expenses 2,405 3,446
- ---------------------------------------------------------------------------------- --------------------- -------------------
Total benefits and expenses 39,633 40,437
- ---------------------------------------------------------------------------------- --------------------- -------------------
Income before federal income taxes 29,472 16,570
- ---------------------------------------------------------------------------------- --------------------- -------------------
Federal income taxes 10,301 5,787
================================================================================== ===================== ===================
Net income $ 19,171 $ 10,783
================================================================================== ===================== ===================
See Notes to Condensed Financial Statements.
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THE TRAVELERS LIFE AND ANNUITY COMPANY
CONDENSED BALANCE SHEETS
($ IN THOUSANDS)
MARCH 31, 1999 DECEMBER 31, 1998
- ------------------------------------------------------------------------ --------------------------- -------------------------
ASSETS (UNAUDITED)
Investments $2,227,827 $2,302,229
Separate accounts 2,674,702 2,178,474
Deferred acquisition costs and value of insurance in force 233,441 194,213
Other assets 95,148 69,588
- ------------------------------------------------------------------------ --------------------------- -------------------------
Total assets $5,231,118 $4,744,504
- ------------------------------------------------------------------------ --------------------------- -------------------------
LIABILITIES
Future policy benefits $960,972 $963,171
Contractholder funds 959,224 947,411
Separate accounts 2,674,702 2,178,474
Other liabilities 123,947 114,690
- ------------------------------------------------------------------------ --------------------------- -------------------------
Total liabilities 4,718,845 4,203,746
- ------------------------------------------------------------------------ --------------------------- -------------------------
SHAREHOLDER'S EQUITY
Common stock, par value $100; 100,000 shares authorized, 30,000 issued
and outstanding 3,000 3,000
Additional paid-in capital 167,314 167,314
Retained earnings 301,726 282,555
Accumulated other changes in equity from non-owner sources 40,233 87,889
- ------------------------------------------------------------------------ --------------------------- -------------------------
Total shareholder's equity 512,273 540,758
- ------------------------------------------------------------------------ --------------------------- -------------------------
Total liabilities and shareholder's equity $5,231,118 $4,744,504
======================================================================== =========================== =========================
See Notes to Condensed Financial Statements.
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THE TRAVELERS LIFE AND ANNUITY COMPANY
CONDENSED STATEMENTS OF CHANGES IN RETAINED EARNINGS AND
ACCUMULATED OTHER CHANGES IN EQUITY FROM NON-OWNER SOURCES
(UNAUDITED)
($ IN THOUSANDS)
THREE MONTHS ENDED MARCH 31,
- -------------------------------------------------------------------------- ----------------------------------
STATEMENTS OF CHANGES IN RETAINED EARNINGS 1999 1998
- -------------------------------------------------------------------------- ----------------- ----------------
Balance, beginning of period $282,555 $225,070
Net income 19,171 10,783
- -------------------------------------------------------------------------- ----------------- ----------------
Balance, end of period $301,726 $235,853
========================================================================== ================= ================
STATEMENTS OF ACCUMULATED OTHER CHANGES
IN EQUITY FROM NON-OWNER SOURCES
- -------------------------------------------------------------------------- ----------------- ----------------
Balance, beginning of period $87,889 $70,277
Unrealized gains (losses), net of tax (47,656) 1,424
- -------------------------------------------------------------------------- ----------------- ----------------
Balance, end of period $40,233 $71,701
========================================================================== ================= ================
SUMMARY OF CHANGES IN EQUITY
FROM NON-OWNER SOURCES
- -------------------------------------------------------------------------- ----------------- ----------------
Net income $19,171 $10,783
Other changes in equity from
non-owner sources (47,656) 1,424
- -------------------------------------------------------------------------- ----------------- ----------------
Total changes in equity from
non-owner sources $(28,485) $12,207
========================================================================== ================= ================
See Notes to Condensed Financial Statements.
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THE TRAVELERS LIFE AND ANNUITY COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH
(UNAUDITED)
($ IN THOUSANDS)
THREE MONTHS ENDED
MARCH 31,
- ----------------------------------------------------------------------- --------------------- -------------------
1999 1998
---- ----
Net cash used in operating activities $(59,531) $(34,736)
- ----------------------------------------------------------------------- ---------------------- --------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities of investments
Fixed maturities 46,340 20,086
Mortgage loans 4,330 7,159
Proceeds from sales of investments
Fixed maturities 202,104 119,183
Equity securities 337 2,765
Purchases of investments
Fixed maturities (278,998) (278,309)
Equity securities (2,603) (11,098)
Mortgage loans (752) (5,400)
Policy loans (2,655) (441)
Short-term securities sales, net 54,570 15,260
Other investments purchases, net (1,423) (5,298)
Securities transactions in course of settlement, net 27,791 89,260
- ----------------------------------------------------------------------- ---------------------- --------------------
Net cash provided by (used in) investing activities 49,041 (46,833)
- ----------------------------------------------------------------------- ---------------------- --------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Contractholder fund deposits 26,503 113,490
Contractholder fund withdrawals (14,689) (32,893)
- ----------------------------------------------------------------------- ---------------------- --------------------
Net cash provided by financing activities 11,814 80,597
- ----------------------------------------------------------------------- ---------------------- --------------------
Net increase (decrease) in cash 1,324 (972)
Cash at beginning of period 624 1,563
- ----------------------------------------------------------------------- ---------------------- --------------------
Cash at end of period $1,948 $591
======================================================================= ====================== ====================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Income taxes paid $9,354 $10,315
======================================================================= ====================== ====================
See Notes to Condensed Financial Statements.
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THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION
The interim financial statements of The Travelers Life and Annuity Company
(the Company), a wholly owned subsidiary of The Travelers Insurance Company
(TIC), an indirect wholly owned subsidiary of Citigroup Inc. (Citigroup),
have been prepared in conformity with generally accepted accounting
principles (GAAP) and are unaudited. In the opinion of management, the
interim financial statements reflect all adjustments necessary (all of
which were normal recurring adjustments), for a fair statement of results
for the periods reported. The accompanying condensed financial statements
should be read in conjunction with the financial statements and related
notes included in the Company's Form 10-K for the year ended December 31,
1998.
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 reclassifications have been made to the prior year's financial
statements to conform to the current year's presentation.
ACCOUNTING CHANGES
In January 1999, the Company adopted Statement of Position 97-3,
"Accounting by Insurance and Other Enterprises for Insurance-Related
Assessments" (SOP 97-3). SOP 97-3 provides guidance for determining when an
entity should recognize a liability for guaranty-fund and other
insurance-related assessments, how to measure that liability, and when an
asset may be recognized for the recovery of such assessments through
premium tax offsets or policy surcharges. The adoption of this SOP had no
impact on the Company's financial condition, results of operations or
liquidity.
FUTURE APPLICATION OF ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (FAS 133). This statement 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
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 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. FAS 133 is effective for all fiscal quarters of fiscal years
beginning after June 15, 1999. Upon initial application of FAS 133, hedging
relationships must be designated anew and documented pursuant to the
provisions of this statement. The Company has not yet determined the impact
that FAS 133 will have on its financial statements.
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THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
2. SHAREHOLDER'S EQUITY
Statutory capital and surplus of the Company was $328.2 million at December
31, 1998. 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. Statutory surplus of $32.8 million is available in 1999 for
dividend payments by the Company without prior approval of the Connecticut
Insurance Department. The Company has not paid any dividends to its parent
during the three months ended March 31, 1999 and 1998.
3. COMMITMENTS AND CONTINGENCIES
The Company is a defendant in various litigation matters in the normal
course of business. Although there can be no assurances, as of March 31,
1999, the Company believes, based on information currently available, that
the ultimate resolution of these legal proceedings would not be likely to
have a material adverse effect on its results of operations, financial
condition or liquidity.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Management's narrative analysis of the results of operations is presented in
lieu of Management's Discussion and Analysis of Financial Condition and Results
of Operations, pursuant to General Instruction H(2)(a) of Form 10-Q.
RESULTS OF OPERATIONS ($ in millions)
FOR THE THREE MONTHS ENDED MARCH 31, 1999 1998
---- ----
Revenues (1) $69.1 $57.0
===== =====
Net income (2) $19.2 $10.8
===== =====
(1) Revenues include pre-tax investment portfolio gains of $8.8 million and
$2.9 million in 1999 and 1998, respectively.
(2) Net income includes $5.8 million and $1.9 million of reported net after-tax
investment portfolio gains in 1999 and 1998, respectively.
The Travelers Life and Annuity Company (the Company) offers fixed and variable
deferred annuities and individual life insurance to individuals and small
businesses. These products are marketed primarily through the Financial
Consultants of Salomon Smith Barney Inc., an affiliate of the Company, and a
nationwide network of independent agents. During 1998, Primerica Financial
Services (Primerica) and Citibank, affiliates of the Company, began marketing
these products also. The Company also provides traditional life insurance and
single premium group close-out business. The majority of the annuity business
and a substantial portion of the individual life business written by the Company
is accounted for as investment contracts, with the result that the deposits
collected from contractholders are reported as liabilities and are not included
in revenues.
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THE TRAVELERS LIFE AND ANNUITY COMPANY
The Company has reserves related to structured settlement contracts that provide
guarantees for the contractholders independent of the investment performance of
the assets held in the related separate account. The assets held in the separate
account are owned by the Company and contractholders do not share in their
investment performance. The assets and liabilities of this separate account are
included in investments, future policy benefits and contractholder funds for
financial reporting purposes. These contracts were purchased by the insurance
subsidiaries of Travelers Property Casualty Corp. (TAP), an affiliate of the
Company, in connection with the settlement of certain of their policyholder
obligations. Effective April 1, 1998, all new structured settlement contracts
have been written by TIC.
The Company offers a variety of variable annuity products where the investment
risk is borne by the contractholder, not the Company, and the majority of
benefits are not guaranteed. The premiums and deposits related to these products
are reported in separate accounts. The Company considers it necessary to
differentiate, for financial statement purposes, the results of the risks it has
assumed from those it has not.
Net income for the three months ended March 31, 1999 was $19.2 million, compared
to $10.8 million for the three months ended March 31, 1998. Excluding net
realized investment gains and losses, operating earnings increased from $8.9
million in 1998 to $13.4 million in 1999. This increase was primarily driven by
business volume. The business volume is reflected in the growth of fee income in
the deferred annuity and universal life businesses.
PREMIUMS AND DEPOSITS ($ in millions)
FOR THE THREE MONTHS ENDED MARCH 31, 1999 1998
---- ----
Deferred Annuities $487 $311
Universal Life 24 21
Traditional Life 5 3
Structured Settlements -- 9
---- ----
Total $516 $344
==== ====
The increase in deferred annuity and universal life deposits is primarily
attributable to strong sales of products distributed by Salomon Smith Barney
Inc., an affiliate of the Company, and the introduction of the Company's
products into the Primerica distribution channel. The structured settlement
decrease reflects a change in Company policy that all new structured settlements
be sold by TIC.
Policyholder benefit reserves, contractholder funds and separate account
reserves totaled $4.6 billion at March 31, 1999, up from $2.9 billion at March
31, 1998, primarily as a result of growth in the variable annuity separate
account business included in deferred annuities.
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THE TRAVELERS LIFE AND ANNUITY COMPANY
MERGER
On October 8, 1998, Citicorp merged with and into a newly formed, wholly owned
subsidiary of Travelers Group Inc. (Travelers Group) (the Merger) and
subsequently, Travelers Group changed its name to Citigroup Inc.
Upon consummation of the Merger, Citigroup became a bank holding company subject
to the provisions of the Bank Holding Company Act of 1956 (the BHCA). The BHCA
precludes a bank holding company and its affiliates from engaging in certain
activities, generally including insurance underwriting. Under the BHCA in its
current form, Citigroup has two years from the date it became a bank holding
company to comply with all applicable provisions (the BHCA Compliance Period).
The BHCA Compliance Period may be extended, at the discretion of the Federal
Reserve Board, for three additional one-year periods so long as the extension is
not deemed to be detrimental to the public interest. At this time, the Company
believes that its compliance with applicable laws following the Merger will not
have a material adverse effect on the Company's financial condition or results
of operations.
There is pending Federal Legislation that would, if enacted, amend the BHCA to
authorize a bank holding company to own certain insurance underwriters. There is
no assurance that such legislation will be enacted. Before the expiration of the
BHCA Compliance Period, each of the Company and Citigroup will evaluate its
alternatives in order to comply with whatever laws are then applicable.
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 March 31, 1999, 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 1999 without
prior approval of the Connecticut Insurance Department is $32.8 million. The
Company has not paid any dividends to its parent during the three months ended
March 31, 1999 and 1998.
YEAR 2000
The Company is highly dependent on computer systems and systems applications for
conducting its ongoing business functions. In 1996, TIC and its subsidiaries,
including the Company, began the process of identifying, assessing and
implementing changes to computer programs to address the Year 2000 issue and
developed a comprehensive plan that encompasses TIC and its insurance
subsidiaries, to address the issue. The issue involves the ability of computer
systems that have time sensitive programs to recognize properly the Year 2000.
The inability to do so could result in major failures or miscalculations that
would disrupt the Company's ability to meet its customer and other obligations
on a timely basis.
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THE TRAVELERS LIFE AND ANNUITY COMPANY
The Company has achieved substantial compliance with respect to its business
critical systems in accordance with its Year 2000 plan and is in the process of
certification to validate compliance. The Company anticipates completing the
certification process by June 30, 1999. An ongoing re-certification process will
be put in place for third and fourth quarter 1999 to ensure all systems and
products remain compliant.
The total cost associated with the required modifications and conversions is
being expensed as incurred in the period 1996 through 1999. The Company also has
third party customers, financial institutions, vendors and others with which it
conducts business and has confirmed their plans to address and resolve Year 2000
issues on a timely basis. While it is likely that these efforts by third party
vendors and customers will be successful, it is possible that a series of
failures by third parties could have a material adverse effect on the Company's
results of operations in future periods.
In addition, the Company is developing contingency plans to address perceived
risks associated with the Year 2000 effort. These include business resumption
plans to address the possibility of internal systems failures and the
possibility of failure of systems or processes outside the Company's control. As
of year-end 1998, the Company had completed initial business resumption
contingency plans which would enable business critical units to function
beginning January 1, 2000 in the event of an unexpected failure. Business
resumption contingency plans are expected to be finalized by June 30, 1999.
Preparations for the management of the date change will continue through 1999.
FUTURE APPLICATIONS OF ACCOUNTING STANDARDS
See Note 1 of Notes to Condensed 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", and similar expressions. These forward-looking statements involve
risks and uncertainties including, but not limited to, the resolution of legal
proceedings, the conduct of the Company's business following the Merger and the
ability of the Company and third party vendors to modify computer systems for
the Year 2000 data conversion in a timely manner.
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THE TRAVELERS LIFE AND ANNUITY COMPANY
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS.
EXHIBIT NO. DESCRIPTION
----------- -----------
3.01 Charter of The Travelers Life and Annuity Company (the "Company"), as
amended on April 10, 1990, incorporated herein by reference to Exhibit
6(a) to the Registration Statement on Form N-4, File No.
33-58131, filed on March 17, 1995.
3.02 By-laws of the Company, as amended on October 20, 1994,
incorporated herein by reference to Exhibit 6(b) to the
Registration Statement on Form N-4, File No.
33-58131, filed on March 17, 1995.
27.01+ Financial Data Schedule
+ Filed herewith.
(b) REPORTS ON FORM 8-K.
None.
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THE TRAVELERS LIFE AND ANNUITY COMPANY
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE TRAVELERS LIFE AND ANNUITY COMPANY
(Registrant)
Date May 13, 1999 /s/ Jay S. Benet
-------------------------------------------------- -----------------------------------------------------------------
Jay S. Benet
Senior Vice President, Chief Financial Officer and Chief Accounting
Officer (Principal Financial Officer)
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