UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003
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 CITYPLACE, HARTFORD, CONNECTICUT 06103-3415
(Address of principal executive offices) (Zip Code)
(860) 308-1000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by checkmark whether the registrant is an accelerated filer (as defined
in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
As of the date hereof, there were outstanding 30,000 shares of common stock, par
value $100 per share, of the registrant, all of which were owned by The
Travelers Insurance Company, an indirect wholly owned subsidiary of Citigroup
Inc.
REDUCED DISCLOSURE FORMAT
The registrant meets the conditions set forth in General Instruction H(1)(a) and
(b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced
disclosure format.
THE TRAVELERS LIFE AND ANNUITY COMPANY
TABLE OF CONTENTS
Page
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Condensed Statements of Income for the nine
months ended September 30, 2003 and 2002 (unaudited)..................... 3
Condensed Balance Sheets as of September 30, 2003 and
December 31, 2002 (unaudited)............................................ 4
Condensed Statements of Changes in Shareholder's Equity
for the nine months ended September 30, 2003 and 2002 (unaudited)........ 5
Condensed Statements of Cash Flows for the
nine months ended September 30, 2003 and 2002 (unaudited)................ 6
Notes to Condensed Financial Statements (unaudited)...................... 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS............................ 11
ITEM 4. CONTROLS AND PROCEDURES......................................... 15
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K................................ 16
Signatures............................................................... 17
Exhibit 31.01............................................................ 18
Exhibit 31.02............................................................ 19
Exhibit 32.01............................................................ 20
2
THE TRAVELERS LIFE AND ANNUITY COMPANY
CONDENSED STATEMENTS OF INCOME
(UNAUDITED)
($ in thousands)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------- ----------------------
2003 2002 2003 2002
--------- --------- --------- ---------
REVENUES
Premiums $ 11,162 $ 11,579 $ 31,906 $ 32,402
Net investment income 89,871 80,003 256,635 223,373
Realized investment losses (2,445) (23,837) (9,072) (39,473)
Fee income 64,295 50,172 171,952 150,735
Other revenues 4,497 6,021 15,013 15,343
--------- --------- --------- ---------
Total Revenues 167,380 123,938 466,434 382,380
--------- --------- --------- ---------
BENEFITS AND EXPENSES
Current and future insurance benefits 20,749 23,405 64,535 70,195
Interest credited to contractholders 54,837 47,527 159,889 129,653
Amortization of deferred acquisition costs 36,108 21,793 101,616 35,468
General and administrative expenses 8,304 10,252 23,280 23,433
--------- --------- --------- ---------
Total Benefits and Expenses 119,998 102,977 349,320 258,749
--------- --------- --------- ---------
Income before federal income taxes 47,382 20,961 117,114 123,631
Federal income taxes 16,418 7,279 31,990 43,240
--------- --------- --------- ---------
Net Income $ 30,964 $ 13,682 $ 85,124 $ 80,391
========= ========= ========= =========
See Notes to Condensed Financial Statements.
3
THE TRAVELERS LIFE AND ANNUITY COMPANY
CONDENSED BALANCE SHEETS
(UNAUDITED)
($ in thousands)
SEPTEMBER 30, 2003 DECEMBER 31, 2002
------------------ ------------------
ASSETS
Investments (including $66,593 and $144,284 subject to
securities lending agreements) $ 6,065,597 $ 5,528,853
Separate and variable accounts 8,453,549 6,862,009
Deferred acquisition costs 1,199,409 1,064,118
Other assets 272,737 239,194
------------------ ------------------
Total Assets $ 15,991,292 $ 13,694,174
------------------ ------------------
LIABILITIES
Future policy benefits and claims $ 1,128,777 $ 1,145,692
Contractholder funds 4,389,222 3,886,083
Separate and variable accounts 8,453,549 6,862,009
Deferred income taxes 240,764 199,350
Other liabilities 400,935 441,249
------------------ ------------------
Total Liabilities 14,613,247 12,534,383
------------------ ------------------
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 417,316 417,316
Retained earnings 729,658 644,534
Accumulated other changes in equity from nonowner sources 228,071 94,941
------------------ ------------------
Total Shareholder's Equity 1,378,045 1,159,791
------------------ ------------------
Total Liabilities and Shareholder's Equity $ 15,991,292 $ 13,694,174
================== ==================
See Notes to Condensed Financial Statements.
4
THE TRAVELERS LIFE AND ANNUITY COMPANY
STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
(UNAUDITED)
($ in thousands)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------- --------------------------
COMMON STOCK 2003 2002 2003 2002
----------- ----------- ----------- -----------
Balance, beginning of period $ 3,000 $ 3,000 $ 3,000 $ 3,000
Changes in common stock - - - -
----------- ----------- ----------- -----------
Balance, end of period $ 3,000 $ 3,000 $ 3,000 $ 3,000
=========== =========== =========== ===========
ADDITIONAL PAID-IN CAPITAL
----------- ----------- ----------- -----------
Balance, beginning of period $ 417,316 $ 417,316 $ 417,316 $ 417,316
Changes in additional paid-in capital - - - -
----------- ----------- ----------- -----------
Balance, end of period $ 417,316 $ 417,316 $ 417,316 $ 417,316
=========== =========== =========== ===========
RETAINED EARNINGS
----------- ----------- ----------- -----------
Balance, beginning of period $ 698,694 $ 607,873 $ 644,534 $ 541,164
Net income 30,964 13,682 85,124 80,391
----------- ----------- ----------- -----------
Balance, end of period $ 729,658 $ 621,555 $ 729,658 $ 621,555
=========== =========== =========== ===========
ACCUMULATED OTHER CHANGES
IN EQUITY FROM NONOWNER SOURCES
----------- ----------- ----------- -----------
Balance, beginning of period $ 275,220 $ (1,632) $ 94,941 $ 16,084
Unrealized gains (losses), net of tax (45,199) 69,899 133,647 50,075
Derivative instrument hedging activity gains
(losses), net of tax (1,950) 3,892 (517) 6,000
----------- ----------- ----------- -----------
Balance, end of period $ 228,071 $ 72,159 $ 228,071 $ 72,159
=========== =========== =========== ===========
SUMMARY OF CHANGES IN EQUITY
FROM NONOWNER SOURCES
----------- ----------- ----------- -----------
Net income $ 30,964 $ 13,682 $ 85,124 $ 80,391
Other changes in equity from nonowner sources (47,149) 73,791 133,130 56,075
----------- ----------- ----------- -----------
Total changes in equity from nonowner sources $ (16,185) $ 87,473 $ 218,254 $ 136,466
=========== =========== =========== ===========
TOTAL SHAREHOLDER'S EQUITY
Balance, beginning of period $ 1,394,230 $ 1,026,557 $ 1,159,791 $ 977,564
Changes in equity from nonowner sources (16,185) 87,473 218,254 136,466
----------- ----------- ----------- -----------
Balance, end of period $ 1,378,045 $ 1,114,030 $ 1,378,045 $ 1,114,030
=========== =========== =========== ===========
See Notes to Condensed Financial Statements.
5
THE TRAVELERS LIFE AND ANNUITY COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH
(UNAUDITED)
($ in thousands)
NINE MONTHS ENDED
SEPTEMBER 30,
2003 2002
----------- -----------
NET CASH USED IN OPERATING ACTIVITIES $ (129,735) $ (97,516)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities of investments
Fixed maturities 370,084 159,685
Mortgage loans 21,430 15,585
Proceeds from sales of investments
Fixed maturities 1,002,424 1,217,752
Equity securities 14,260 37,768
Real Estate 794 -
Purchases of investments
Fixed maturities (1,859,906) (2,243,995)
Equity securities (5,458) (42,596)
Mortgage loans (23,789) (21,946)
Policy loans, net (5,757) (9,112)
Short-term securities sales, net 182,522 2,657
Other investment purchases, net (36,190) (10,915)
Securities transactions in course of settlement, net (41,513) (6,048)
----------- -----------
Net cash used in investing activities (381,099) (901,165)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Contractholder fund deposits 692,415 1,167,790
Contractholder fund withdrawals (189,276) (165,218)
----------- -----------
Net cash provided by financing activities 503,139 1,002,572
----------- -----------
Net increase (decrease) in cash (7,695) 3,891
Cash at beginning of period 15,424 19,514
----------- -----------
Cash at end of period $ 7,729 $ 23,405
----------- -----------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Income taxes paid $ 115,762 $ 19,505
=========== ===========
See Notes to Condensed Financial Statements.
6
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION
The Travelers Life and Annuity Company (the Company) is a wholly owned
subsidiary of The Travelers Insurance Company (TIC), an indirect wholly
owned subsidiary of Citigroup Inc. (Citigroup). Citigroup is a
diversified global financial services holding company whose businesses
provide a broad range of financial services to consumer and corporate
customers around the world. The condensed financial statements and
accompanying condensed footnotes of the Company are prepared in
conformity with accounting principles generally accepted in the United
States of America (GAAP) and are unaudited. The preparation of
financial statements in conformity with GAAP requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and benefits and expenses during the reporting
period. Actual results could differ from those estimates.
In the opinion of management, the interim financial statements reflect
all adjustments necessary for a fair presentation of results for the
periods reported. The accompanying condensed financial statements
should be read in conjunction with the financial statements and related
notes included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2002. The condensed balance sheet as of December 31,
2002 was derived from the audited balance sheet included in the Form
10-K.
Certain financial information that is normally included in annual
financial statements prepared in accordance with GAAP, but is not
required for interim reporting purposes, has been condensed or omitted.
Certain prior year amounts have been reclassified to conform to the
2003 presentation.
2. ACCOUNTING STANDARDS
CHANGES IN ACCOUNTING PRINCIPLES
CONSOLIDATION OF VARIABLE INTEREST ENTITIES
In January 2003, the Financial Accounting Standards Board (FASB)
released FASB Interpretation No. 46, "Consolidation of Variable
Interest Entities" (FIN 46). The provisions of FIN 46 are to be applied
immediately to variable interest entities (VIEs) created after January
31, 2003, and to VIEs in which an enterprise obtains an interest after
that date. In October 2003, the FASB announced that the effective date
of FIN 46 was deferred from July 1, 2003 to periods ending after
December 15, 2003 for VIEs created prior to February 1, 2003. The
Company elected to adopt the remaining provisions of FIN 46 in the
third quarter of 2003. FIN 46 changes the method of determining whether
certain entities, including securitization entities, should be included
in the Company's consolidated financial statements. An entity is
subject to FIN 46 and is called a VIE if it has (1) equity that is
insufficient to permit the entity to finance its activities without
additional subordinated financial support from other parties, or (2)
equity investors that cannot make significant decisions about the
entity's operations, or that do not absorb the expected losses or
receive the expected returns of the entity. All other entities are
evaluated for consolidation under Statement of Financial Accounting
Standards (SFAS) No. 94, "Consolidation of All Majority-Owned
Subsidiaries." A VIE is consolidated by its primary beneficiary, which
is the party involved with the VIE that absorbs a majority of the
expected losses, receives a majority of the expected residual returns,
or both.
7
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
For any VIEs that must be consolidated under FIN 46 that were created
before February 1, 2003, the assets, liabilities and noncontrolling
interest of the VIE are initially measured at their carrying amounts
with any difference between the net amount added to the balance sheet
and any previously recognized interest being recognized as the
cumulative effect of an accounting change. If determining the carrying
amounts is not practicable, fair value at the date FIN 46 first applies
may be used to measure the assets, liabilities and noncontrolling
interest of the VIE. Based upon the implementation guidance for FIN 46,
the Company is not considered a primary beneficiary of any VIEs, thus
no consolidations were required due to the implementation of FIN 46 on
July 1, 2003. The Company does, however, hold a significant interest in
other VIEs, none of which were material to the Company's financial
statements.
The implementation of FIN 46 encompassed a review of numerous entities
to determine the impact of adoption and considerable judgment was used
in evaluating whether or not a VIE should be consolidated. The FASB
continues to provide additional guidance on implementing FIN 46 through
FASB staff positions. In addition, a draft interpretation of FIN 46 has
been issued for comment. As this guidance is finalized, the Company
will continue to review the status of VIEs it is involved with. As a
result of changes in the guidance, VIEs may ultimately be required to
be consolidated.
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
133 on Derivative Instruments and Hedging Activities" (SFAS 149). SFAS
149 amends and clarifies accounting for derivative instruments,
including certain derivative instruments embedded in other contracts,
and for hedging activities under SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities." In particular, this
Statement clarifies under what circumstances a contract with an initial
net investment meets the characteristic of a derivative and when a
derivative contains a financing component that warrants special
reporting in the statement of cash flows. This Statement is generally
effective for contracts entered into or modified after June 30, 2003
and did not have an impact on the Company's financial statements.
COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES
On January 1, 2003, the Company adopted SFAS No. 146, "Accounting for
Costs Associated with Exit or Disposal Activities" (SFAS 146). SFAS 146
requires that a liability for costs associated with exit or disposal
activities, other than in a business combination, be recognized when
the liability is incurred. Previous generally accepted accounting
principles provided for the recognition of such costs at the date of
management's commitment to an exit plan. In addition, SFAS 146 requires
that the liability be measured at fair value and be adjusted for
changes in estimated cash flows. The provisions of the new standard are
effective for exit or disposal activities initiated after December 31,
2002. The adoption of SFAS 146 did not have an impact on the Company's
financial statements.
STOCK-BASED COMPENSATION
On January 1, 2003, the Company adopted the fair value recognition
provisions of SFAS No. 123, "Accounting for Stock-Based Compensation"
(SFAS 123), prospectively for all awards granted, modified, or settled
after January 1, 2003. The prospective method is one of the adoption
methods provided for under SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure", issued in December 2002.
8
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
SFAS 123 requires that compensation cost for all stock awards be
calculated and recognized over the service period (generally equal to
the vesting period). This compensation cost is determined using option
pricing models, intended to estimate the fair value of the awards at
the grant date. Similar to Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees", the alternative method of
accounting, an offsetting increase to stockholder's equity under SFAS
123 is recorded equal to the amount of compensation expense charged.
The adoption of SFAS 123 did not have a significant impact on the
Company's financial statements.
ACCOUNTING STANDARDS NOT YET ADOPTED
ACCOUNTING AND REPORTING BY INSURANCE ENTERPRISES FOR CERTAIN
NONTRADITIONAL LONG-DURATION CONTRACTS AND FOR SEPARATE ACCOUNTS
In July 2003, Statement of Position 03-01 "Accounting and Reporting by
Insurance Enterprises for Certain Nontraditional Long-Duration
Contracts and for Separate Accounts" (SOP 03-01) was released. SOP
03-01 provides guidance on accounting and reporting by insurance
enterprises for separate account presentation, accounting for an
insurer's interest in a separate account, transfers to a separate
account, valuation of certain liabilities, contracts with death or
other benefit features, contracts that provide annuitization benefits,
and sales inducements to contract holders. SOP 03-01 is effective for
financial statements for fiscal years beginning after December 15,
2003. The Company is currently evaluating the impact that SOP 03-01
will have on its financial statements.
3. INVESTMENTS
The Company participates in dollar roll repurchase transactions as a
way to generate investment income. These transactions involve the sale
of mortgage-backed securities with the agreement to repurchase
substantially the same securities from the same counterparty. Cash is
received from the sale, which is invested in the Company's short-term
money market pool. The cash is returned at the end of the roll period
when the mortgage-backed securities are repurchased. The Company will
generate additional investment income based upon the difference between
the sale and repurchase prices.
This transaction is recorded as a secured borrowing. The
mortgage-backed securities remain recorded as assets. The cash proceeds
are reflected in short-term investments and a liability is established
to reflect the Company's obligation to repurchase the securities at the
end of the roll period. This liability is classified as other
liabilities in the condensed balance sheets and fluctuates based upon
the timing of the repayments. The balances were $19.8 million, $148.1
million and $.5 million at September 30, 2003, June 30, 2003 and
December 31, 2002, respectively.
4. SHAREHOLDER'S EQUITY
Statutory capital and surplus of the Company was $397 million at
December 31, 2002. The Company is currently subject to various
regulatory restrictions that limit the maximum amount of dividends
available to be paid to its parent without prior approval of insurance
regulatory authorities. The Company does not have surplus available to
pay dividends to TIC in 2003 without prior approval of the State of
Connecticut Insurance Department.
9
THE TRAVELERS LIFE AND ANNUITY COMPANY
5. COMMITMENTS AND CONTINGENCIES
In the ordinary course of business, the Company is a defendant or
co-defendant in various litigation matters incidental to and typical of
the businesses in which it is engaged. In the opinion of the Company's
management, the ultimate resolution of these legal proceedings would
not be likely to have a material adverse effect on the Company's
results of operations, financial condition or liquidity.
10
THE TRAVELERS LIFE AND ANNUITY COMPANY
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Management's narrative analysis of the results of operations is presented in
lieu of Management's Discussion and Analysis of Financial Condition and Results
of Operations, pursuant to General Instruction H(2)(a) of Form 10-Q.
The Company's Annual Report on Form 10-K, its quarterly reports on Form 10-Q and
any current reports on Form 8-K, and all amendments to these reports are
available on the Citigroup website at http://www.citigroup.com by selecting the
"Investor Relations" page and selecting "SEC Filings".
RESULTS OF OPERATIONS ($ in millions)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2003 2002 2003 2002
--------- --------- --------- ---------
Revenues $ 167.4 $ 123.9 $ 466.4 $ 382.4
Provisions for benefits and interest credited 75.6 70.9 224.4 199.9
Operating expenses 44.4 32.0 124.9 58.9
--------- --------- --------- ---------
Income before taxes 47.4 21.0 117.1 123.6
Income taxes 16.4 7.3 32.0 43.2
--------- --------- --------- ---------
Net income $ 31.0 $ 13.7 $ 85.1 $ 80.4
========= ========= ========= =========
The Travelers Life and Annuity Company (the Company) is a wholly owned
subsidiary of The Travelers Insurance Company (TIC), an indirect wholly owned
subsidiary of Citigroup Inc. (Citigroup). TIC has a license from Travelers
Property Casualty Corp. to use the names "Travelers Life & Annuity," "The
Travelers Insurance Company," "The Travelers Life and Annuity Company" and
related names in connection with the Company's business. The Company offers
fixed and variable deferred annuities and individual life insurance to
individuals and small businesses. These products are distributed primarily
through Smith Barney and Primerica Financial Services, both affiliates of the
Company, a nationwide network of independent financial professionals and
non-affiliated broker-dealers. In addition, the Company distributes these
products through CitiStreet Retirement Services and Citibank, N.A., also
affiliates of the Company.
The Company's business is significantly affected by movements in the U.S. equity
and fixed income credit markets. U.S. equity and credit market events can have
both positive and negative effects on the deposit, revenue and policy retention
performance of the business. A sustained weakness in the equity markets will
decrease revenues and earnings in variable products. Declines in credit quality
of issuers will have a negative effect on earnings. This statement is a
forward-looking statement within the meaning of the Private Securities
Litigation Reform Act. See "Forward-Looking Statements" on page 14.
Net income for the third quarter of 2003 was $31.0 million, up $17.3 million or
126% over the prior year quarter. This quarterly increase was primarily related
to lower net after-tax realized investment losses, favorable investment yields
and increases in individual annuity account balances and net written individual
life premiums (business volumes), partially offset by higher operating expenses.
Net income included net after-tax realized investment losses of $1.6 million and
$18.8 million for the three months ended September 30, 2003 and 2002,
respectively. Impairments of fixed maturity holdings in the energy sector during
the third quarter of 2002 were the primary driver of this decrease.
11
THE TRAVELERS LIFE AND ANNUITY COMPANY
Net income was $85.1 million for the nine months ended September 30, 2003,
compared to $80.4 million in the same 2002 period. This 5.9% increase resulted
from lower realized investment losses, higher investment income from strong
business volumes, and favorable income taxes, mostly offset by a 112% increase
in operating expenses due to an increase in amortization of deferred acquisition
costs (DAC).
Included in net income were net after-tax realized investment losses of $5.9
million and $29.0 million for the nine months ended September 30, 2003 and 2002,
respectively. The decrease in the nine-month period was primarily the result of
$19.9 million of after-tax impairments on WorldCom Inc. investments during the
2002 second quarter. A tax benefit related to an adjustment to the Dividends
Received Deduction (DRD) in 2003 of $9.2 million for the nine months ended
September 30, 2003 resulted in a 27% effective tax rate for the current year
nine-month period compared to 35% in the prior year nine-month period.
Revenue increases for both the quarterly and nine-month periods over prior year
were driven by net investment income (NII) and fee income. NII was $89.9 million
in the third quarter of 2003 compared to $80.0 million in the third quarter of
2002. This increase was primarily due to a larger invested asset base created
from higher business volumes and favorable investment yields. Fee income in the
individual annuity and individual life product lines together increased $14.1
million in the current year quarter compared to that of 2002, due to higher
business volumes, particularly in the individual life line.
NII increased $33.2 million or 15% to $256.6 million for the nine months ended
September 30, 2003 from the comparable 2002 period. This increase was due to a
larger invested asset base created from higher business volumes. Fee income in
the individual annuity and individual life product lines together increased
$21.2 million in the nine-month period over prior year, reflecting increased
business volumes from in-force policy retention related to lower surrender rates
and positive net sales.
Insurance benefits and interest credited grew 6.6% to $75.6 million in the third
quarter of 2003, compared to $70.9 million in the prior year period. This
increase was primarily related to the volume growth in individual annuity and
universal life contractholder funds. Operating expenses increased in the three
months ended September 30, 2003 over the same period in 2002 primarily due to a
$14.3 million increase in the amortization of DAC. The amortization of
capitalized DAC is a significant component of the Company's expenses. The
Company's recording of DAC varies based upon product type. DAC for deferred
annuities, both fixed and variable, and payout annuities employs a level yield
methodology. DAC for universal life is amortized in relation to estimated gross
profits, with traditional life, including term insurance and other products,
amortized in relation to anticipated premiums. This DAC increase was primarily
the result of a higher amortization rate implemented in fourth quarter 2002
resulting from the decrease in market value of individual annuity account
balances.
The insurance benefits and interest credited were 12.3% higher for the
nine-month period ended September 30, 2003 versus September 30, 2002, primarily
related to the volume growth in individual annuity and universal life
contractholder funds. Operating expenses were up $66.0 million or 112% for the
nine-month period ended September 30, 2003 over September 30, 2002. This
increase was primarily related to the amortization of DAC, which was $101.6
million in 2003 versus $35.5 million in 2002. This DAC increase was primarily
related to the higher amortization rate in 2003, and the first quarter 2002
one-time $29.8 million reduction to DAC amortization in the individual annuity
business relating to changes in underlying lapse and interest rate assumptions.
The following table shows net written premiums and deposits by product line for
the quarters and nine months ended September 30, 2003 and 2002. The majority of
the annuity business and a substantial portion of the life business written by
the Company are accounted for as investment contracts, such that the premiums
are considered deposits and are not included in revenues. Deposits represent a
statistic used for measuring business volumes, which management of the Company
uses to manage the life
12
THE TRAVELERS LIFE AND ANNUITY COMPANY
insurance and annuities operations, and may not be comparable to similarly
captioned measurements used by other life insurance companies.
PREMIUMS AND DEPOSITS ($ in millions)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2003 2002 2003 2002
--------- --------- --------- ---------
Premiums
Individual Life $ 10 $ 10 $ 29 $ 29
Other Annuity 1 1 3 3
--------- --------- --------- ---------
Total Premiums 11 11 32 32
--------- --------- --------- ---------
Deposits
Individual Annuity 644 618 1,546 2,135
Individual Life 174 98 385 311
Other Annuity 1 2 3 4
--------- --------- --------- ---------
Total Deposits $ 819 $ 718 $ 1,934 $ 2,450
--------- --------- --------- ---------
Individual annuity deposits collected for the quarter ended September 30, 2003
were up 4% from the prior year quarter as a result of increased variable annuity
production due to improved equity market conditions and competitive product
features. This increase was offset by a decrease in fixed annuity sales. The
individual life deposits collected in the amount of $174 million increased $76
million in the third quarter of 2003 over the prior year period, resulting from
record single premium sales.
Individual annuity deposits collected decreased $589 million or 28% in the nine
months ended September 30, 2003 versus the same period in 2002. The decrease was
driven primarily by a decline in fixed annuity production due to competitive
pressures. Individual annuity account balances were $11.8 billion and $9.4
billion at September 30, 2003 and 2002, respectively. This increase is
reflective of market appreciation over the past twelve months and in-force
retention related to lower surrender rates and positive net sales. Record
universal life production in the third quarter 2003 was the driver of the 24%
increase in individual life deposits for the nine months ended September 30,
2003 versus the prior year period. Life insurance in force was $41 billion at
September 30, 2003, up from $36 billion at December 31, 2002.
INSURANCE REGULATIONS
Risk-based capital requirements are used as minimum capital requirements by the
National Association of Insurance Commissioners (NAIC) and the states to
identify companies that merit further regulatory action. At December 31, 2002,
the Company had total adjusted capital in excess of amounts requiring any
regulatory action as defined by the NAIC.
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 Company does not
have surplus available to pay dividends to its parent in 2003 without prior
approval of the State of Connecticut Insurance Department. The Company did not
pay any dividends to its parent during the nine months ended September 30, 2003
and 2002.
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THE TRAVELERS LIFE AND ANNUITY COMPANY
LEGISLATIVE DEVELOPMENTS
In May 2003, the Jobs and Growth Tax Relief Reconciliation Act of 2003 was
enacted into law. This act makes various changes in individual tax rates. Most
significantly, the legislation extends the 15% maximum capital gains tax rate to
corporate dividends received by individuals, including dividends received by
mutual funds and passed through to mutual fund shareholders. The legislation
also lowers the capital gains tax rate and accelerates the individual income tax
rate reductions enacted in 2001. These changes could have a negative impact on
demand for life and annuity products. This statement is a forward-looking
statement within the meaning of the Private Securities Litigation Reform Act.
See "Forward-Looking Statements" on this page.
FUTURE APPLICATION OF ACCOUNTING STANDARDS
See Note 2 of Notes to Condensed Financial Statements for a discussion of
recently issued accounting pronouncements.
FORWARD-LOOKING STATEMENTS
Certain of the statements contained herein that are not historical facts are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act. The Company's actual results may differ materially from
those included in the forward-looking statements. Forward-looking statements are
typically identified by the words "believe," "expect," "anticipate," "intend,"
"estimate," "may increase," "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, the impact that the adoption of
recent legislation may have on the demand for life and annuity products and the
potential impact of the decline in credit quality of investments on earnings.
14
THE TRAVELERS LIFE AND ANNUITY COMPANY
ITEM 4. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
The Company's management, with the participation of the Company's Chief
Executive Officer and Chief Financial Officer, has evaluated the effectiveness
of the Company's disclosure controls and procedures (as such term is defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended ("Exchange Act")) as of the end of the period covered by this report.
Based on such evaluation, the Company's Chief Executive Officer and Chief
Financial Officer have concluded that, as of the end of such period, the
Company's disclosure controls and procedures are effective in recording,
processing, summarizing and reporting, on a timely basis, information required
to be disclosed by the Company in the reports that it files or submits under the
Exchange Act.
INTERNAL CONTROL OVER FINANCIAL REPORTING
There have not been any changes in the Company's internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during the fiscal quarter to which this report relates that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.
15
THE TRAVELERS LIFE AND ANNUITY COMPANY
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS.
EXHIBIT NO. DESCRIPTION
- ----------- ----------------------------------------------------------------
3.01 Charter of The Travelers Life and Annuity Company (the
"Company"), as amended on April 10, 1990, incorporated herein
by reference to Exhibit 6(a) to the Registration Statement on
Form N-4, File No. 33-58131, filed on March 17, 1995.
3.02 By-laws of the Company, as amended on October 20, 1994,
incorporated herein by reference to Exhibit 6(b) to the
Registration Statement on Form N-4, File No. 33-58131, filed
on March 17, 1995.
31.01+ Certification of chief financial officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
31.02+ Certification of chief executive officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
32.01+ Certification pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) REPORTS ON FORM 8-K.
None.
- ------------------
+Filed herewith
16
THE TRAVELERS LIFE AND ANNUITY COMPANY
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE TRAVELERS LIFE AND ANNUITY COMPANY
--------------------------------------
(Registrant)
Date November 14, 2003 /s/ Glenn D. Lammey
-------------------------
Glenn D. Lammey
Senior Executive Vice President,
Chief Financial Officer & Chief Accounting Officer
(Principal Financial Officer & Principal
Accounting Officer)
17