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, 2005
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 33-03094
------------------------
THE TRAVELERS INSURANCE COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CONNECTICUT 06-0566090
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE CITYPLACE, HARTFORD, CONNECTICUT 06103-3415
(Address of principal executive offices) (Zip Code)
(860) 308-1000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by checkmark whether the registrant is an accelerated filer (as defined
in Exchange Act Rule 12b-2).
Yes [ ] No [X]
As of the date hereof, there were outstanding 40,000,000 shares of common stock,
par value $2.50 per share, of the registrant, all of which were owned by
Citigroup Insurance Holding Corporation, an indirect wholly owned subsidiary of
Citigroup Inc.
REDUCED DISCLOSURE FORMAT
The registrant meets the conditions set forth in General Instruction H(1)(a) and
(b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced
disclosure format.
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
TABLE OF CONTENTS
Page
----
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Statements of Income for the
three months ended March 31, 2005 and 2004 (unaudited)........................................ 3
Condensed Consolidated Balance Sheets as of March 31, 2005 (unaudited) and
December 31, 2004............................................................................. 4
Condensed Consolidated Statements of Changes in
Shareholder's Equity for the three months ended March 31, 2005 and 2004 (unaudited)........... 5
Condensed Consolidated Statements of Cash Flows for the
three months ended March 31, 2005 and 2004 (unaudited)........................................ 6
Notes to Condensed Consolidated Financial Statements (unaudited).............................. 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS................................................. 18
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK........................... 23
ITEM 4. CONTROLS AND PROCEDURES.............................................................. 23
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS............................................................................. 24
Signatures.................................................................................... 25
Exhibit 31.01................................................................................. 26
Exhibit 31.02................................................................................. 27
Exhibit 32.01................................................................................. 28
2
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
($ in millions)
THREE MONTHS ENDED
MARCH 31,
--------------------
2005 2004
------- --------
REVENUES
Premiums $ 492 $ 480
Net investment income 841 834
Realized investment gains 62 13
Fee income 228 182
Other revenues 22 39
------- --------
Total Revenues 1,645 1,548
------- --------
BENEFITS AND EXPENSES
Current and future insurance benefits 430 430
Interest credited to contractholders 347 310
Amortization of deferred acquisition costs 172 142
General and administrative expenses 133 131
------- --------
Total Benefits and Expenses 1,082 1,013
------- --------
Income from operations before federal income taxes 563 535
Federal income taxes 171 130
------- --------
Net Income $ 392 $ 405
======= ========
See Notes to Condensed Consolidated Financial Statements.
3
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
($ in millions)
MARCH 31, 2005
(UNAUDITED) DECEMBER 31, 2004
-------------- -----------------
ASSETS
Investments (including $2,911 and $2,468 subject to securities
lending agreements) $ 59,893 $ 61,423
Separate and variable accounts 31,328 31,327
Reinsurance recoverables 4,640 4,667
Deferred acquisition costs 5,083 4,949
Other assets 3,447 3,477
-------------- -----------------
Total Assets $ 104,391 $ 105,843
-------------- -----------------
LIABILITIES
Contractholder funds $ 33,736 $ 34,101
Future policy benefits and claims 16,891 16,808
Separate and variable accounts 31,328 31,327
Other liabilities 8,686 9,302
-------------- -----------------
Total Liabilities 90,641 91,538
-------------- -----------------
SHAREHOLDER'S EQUITY
Common stock, par value $2.50; 40 million shares authorized,
issued and outstanding 100 100
Additional paid-in capital 5,448 5,449
Retained earnings 7,101 7,159
Accumulated other changes in equity from nonowner sources 1,101 1,597
-------------- -----------------
Total Shareholder's Equity 13,750 14,305
-------------- -----------------
Total Liabilities and Shareholder's Equity $ 104,391 $ 105,843
============== =================
See Notes to Condensed Consolidated Financial Statements.
4
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
(UNAUDITED)
($ in millions)
THREE MONTHS ENDED
MARCH 31,
-------------------
COMMON STOCK 2005 2004
- ------------------------------------------------------ --------- --------
Balance, beginning of period $ 100 $ 100
Changes in common stock - -
-------- --------
Balance, end of period $ 100 $ 100
======== ========
ADDITIONAL PAID-IN CAPITAL
Balance, beginning of period $ 5,449 $ 5,446
Stock option tax benefit (expense) (1) 2
-------- --------
Balance, end of period $ 5,448 $ 5,448
======== ========
RETAINED EARNINGS
Balance, beginning of period $ 7,159 $ 6,451
Net income 392 405
Dividends to parent (450) (467)
-------- --------
Balance, end of period $ 7,101 $ 6,389
======== ========
ACCUMULATED OTHER CHANGES
IN EQUITY FROM NONOWNER SOURCES
Balance, beginning of period $ 1,597 $ 1,360
Foreign currency translation, net of tax - -
Unrealized gains (losses), net of tax (558) 454
Derivative instrument hedging activity gains (losses),
net of tax 62 (19)
-------- --------
Balance, end of period $ 1,101 $ 1,795
======== ========
SUMMARY OF CHANGES IN EQUITY
FROM NONOWNER SOURCES
Net income $ 392 $ 405
Other changes in equity from nonowner sources (496) 435
-------- --------
Total changes in equity from nonowner sources $ (104) $ 840
======== ========
TOTAL SHAREHOLDER'S EQUITY
Balance, beginning of period $ 14,305 $ 13,357
Changes in nonowner sources (104) 840
Dividends (450) (467)
Changes in additional paid-in capital (1) 2
-------- --------
Balance, end of period $ 13,750 $ 13,732
======== ========
See Notes to Condensed Consolidated Financial Statements.
5
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH
(UNAUDITED)
($ in millions)
THREE MONTHS ENDED
MARCH 31,
--------------------
2005 2004
------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 674 $ 568
------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities of investments
Fixed maturities 1,361 1,550
Equity securities 11 73
Mortgage loans 141 85
Proceeds from sales of investments
Fixed maturities 2,282 1,364
Equity securities 74 40
Mortgage Loans 10 -
Real estate held for sale 10 6
Purchases of investments
Fixed maturities (3,584) (3,784)
Equity securities (63) (34)
Mortgage loans (262) (140)
Policy loans, net 192 10
Short-term securities (purchases) sales, net 126 (1,205)
Other investment (purchases) sales, net (18) 260
Securities transactions in course of settlement, net (87) 1,029
------- --------
Net cash provided by (used in) investing activities 193 (746)
------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Contractholder fund deposits 1,697 2,014
Contractholder fund withdrawals and maturities (2,066) (1,359)
Dividends to parent company (450) (467)
------- --------
Net cash provided by (used in) financing activities (819) 188
------- --------
Net increase in cash 48 10
Cash at beginning of period 246 149
------- --------
Cash at end of period $ 294 $ 159
======= ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Income taxes paid (received) $ 281 $ (9)
======= ========
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), 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 consolidated financial
statements include the accounts of the Company and its insurance and
non-insurance subsidiaries on a fully consolidated basis. The primary
insurance entities of the Company are TIC and its subsidiaries, The
Travelers Life and Annuity Company (TLAC), Primerica Life Insurance
Company (Primerica Life), and its subsidiaries, Primerica Life Insurance
Company of Canada, CitiLife Financial Limited (CitiLife) and National
Benefit Life Insurance Company (NBL). Significant intercompany
transactions and balances have been eliminated. The Company consolidates
entities deemed to be variable interest entities when the Company is
determined to be the primary beneficiary under Financial Accounting
Standards Board (FASB) Interpretation No. 46, "Consolidation of Variable
Interest Entities" (FIN 46).
On January 31, 2005, Citigroup announced its intention to sell its Life
Insurance and Annuities business, which includes TIC, TLAC and certain
other businesses, to MetLife, Inc. (MetLife). Primerica Life and its
subsidiaries will remain part of Citigroup. See Note 8.
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
normal recurring adjustments necessary 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, 2004. The condensed
consolidated balance sheet as of December 31, 2004 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 2005 presentation.
2. ACCOUNTING STANDARDS
CHANGES IN ACCOUNTING PRINCIPLES
ACCOUNTING AND REPORTING BY INSURANCE ENTERPRISES FOR CERTAIN
NONTRADITIONAL LONG-DURATION CONTRACTS AND FOR SEPARATE ACCOUNTS
On January 1, 2004, the Company adopted the Accounting Standards Executive
Committee of the American Institute of Certified Public Accountants
Statement of Position 03-1, "Accounting and Reporting by Insurance
Enterprises for Certain Nontraditional Long-Duration Contracts and for
Separate Accounts" (SOP 03-1). The main components of SOP 03-1 provide
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.
7
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
The following summarizes the more significant aspects of the Company's
adoption of SOP 03-1:
Separate Account Presentation. SOP 03-1 requires separate account products
to meet certain criteria in order to be treated as separate account
products. For products not meeting the specified criteria, these assets
and liabilities are included in the reporting entities' general account.
The Company's adoption of SOP 03-1 resulted in the consolidation on the
Company's balance sheet of approximately $500 million of investments
previously held in separate and variable account assets and approximately
$500 million of contractholder funds previously held in separate and
variable account liabilities.
Variable Annuity Contracts with Guaranteed Minimum Death Benefit Features.
For variable annuity contracts with guaranteed minimum death benefit
features (GMDB), SOP 03-1 requires the reporting entity to categorize the
contract as either an insurance or investment contract based upon the
significance of mortality or morbidity risk. SOP 03-1 provides explicit
guidance for calculating a reserve for insurance contracts, and provides
that the reporting entity does not hold reserves for investment contracts
(i.e., there is no significant mortality risk).
The Company determined that the mortality risk on its GMDB features was
not a significant component of the overall variable annuity product, and
accordingly continued to classify these products as investment contracts.
Prior to the adoption of SOP 03-1, the Company held a reserve of
approximately $8 million to cover potential GMDB exposure. This reserve
was released during the first quarter of 2004 as part of the
implementation of SOP 03-1. The Company evaluates new issues of variable
products to determine that mortality risk on GMDB features is
insignificant.
Reserving for Universal Life and Variable Universal Life Contracts. SOP
03-1 requires that a reserve, in addition to the account balance, be
established for certain insurance benefit features provided under
universal life (UL) and variable universal life (VUL) products if the
amounts assessed against the contract holder each period for the insurance
benefit feature are assessed in a manner that is expected to result in
profits in earlier years and losses in subsequent years from the insurance
benefit function.
The Company's UL and VUL products were reviewed to determine if an
additional reserve is required under SOP 03-1. The Company determined that
SOP 03-1 applied to some of its UL and VUL contracts with these features
and established an additional reserve of approximately $1 million.
Sales Inducements to Contract Holders. SOP 03-1 provides, prospectively,
that sales inducements provided to contract holders meeting certain
criteria are capitalized and amortized over the expected life of the
contract as a component of benefit expense. During the first three months
of 2005 and 2004, the Company capitalized sales inducements of
approximately $17.8 million and $7.0 million, respectively, in accordance
with SOP 03-1. These inducements relate to bonuses on certain products
offered by the Company. For the three months ended March 31, 2005 and
2004, amortization of these capitalized amounts was insignificant.
8
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
CONSOLIDATION OF VARIABLE INTEREST ENTITIES
On January 1, 2004, the Company adopted Financial Accounting Standards
Board (FASB) Interpretation No. 46, "Consolidation of Variable Interest
Entities (revised December 2003)," (FIN 46-R), which includes substantial
changes from the original FIN 46. Included in these changes, the
calculation of expected losses and expected residual returns has been
altered to reduce the impact of decision maker and guarantor fees in the
calculation of expected residual returns and expected losses. In addition,
the definition of a variable interest has been changed in the revised
guidance. The effect of adopting FIN 46-R on the Company's consolidated
balance sheet was immaterial. See Note 3.
FIN 46 and FIN 46-R change the method of determining whether certain
entities, including securitization entities, should be included in the
Company's condensed consolidated financial statements. An entity is
subject to FIN 46 and FIN 46-R and is called a variable interest entity
(VIE) if it has (1) equity that is insufficient to permit the entity to
finance its activities without additional subordinated financial support
from other parties, or (2) equity investors that cannot make significant
decisions about the entity's operations or that do not absorb the expected
losses or receive the expected returns of the entity. All other entities
are evaluated for consolidation under Statement of Financial Accounting
Standards (SFAS) No. 94, "Consolidation of All Majority-Owned
Subsidiaries" (SFAS 94). A VIE is consolidated by its primary beneficiary,
which is the party involved with the VIE that has a majority of the
expected losses or a majority of the expected residual returns or both.
For any VIEs that must be consolidated under FIN 46 that were created
before February 1, 2003, the assets, liabilities, and noncontrolling
interests 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 interests of the VIE.
In October 2003, 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. TIC elected to implement the
provisions of FIN 46 in the 2003 third quarter, resulting in the
consolidation of VIEs increasing both total assets and total liabilities
by approximately $407 million. 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.
FUTURE APPLICATION OF ACCOUNTING STANDARDS
OTHER-THAN-TEMPORARY IMPAIRMENTS OF CERTAIN INVESTMENTS
On September 30, 2004, the FASB voted unanimously to delay the effective
date of Emerging Issues Task Force (EITF) No. 03-1, "The Meaning of
Other-Than-Temporary Impairment and its Application to Certain
Investments" (EITF 03-1). The delay applies to both debt and equity
securities and specifically applies to impairments caused by interest rate
and sector spreads. In addition, the provisions of EITF 03-1 that have
been delayed relate to the requirements that a company declare its intent
to hold the security to recovery and designate a recovery period in order
to avoid recognizing an other-than-temporary impairment charge through
earnings.
9
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
The FASB will be issuing proposed implementation guidance related to this
topic. Once issued, the Company will evaluate the impact of adopting EITF
03-1. The disclosures required by EITF 03-1 are included in Note 3.
STOCK-BASED COMPENSATION
In December 2004, the FASB issued SFAS No. 123 (Revised 2004),
"Share-Based Payment" (SFAS 123-R), which replaces the existing SFAS 123
and supersedes APB 25. SFAS 123-R requires companies to measure and record
compensation expense for stock options and other share-based payment based
on the instruments' fair value. SFAS 123-R is effective for interim and
annual reporting periods beginning after June 15, 2005. The Company will
adopt SFAS 123-R on January 1, 2006 by using a modified prospective
approach. For unvested stock-based awards granted before January 1, 2003
(APB 25 awards), the Company will expense the fair value of the awards as
at the grant date over the remaining vesting period. The impact of
recognizing compensation expense for the unvested APB 25 awards is
expected to be immaterial. The Company continues to evaluate other aspects
of adopting SFAS 123-R.
3. INVESTMENTS
FIXED MATURITIES
The amortized cost and fair value of investments in fixed maturities were
as follows:
GROSS GROSS
MARCH 31, 2005 AMORTIZED UNREALIZED UNREALIZED FAIR
($ in millions) COST GAINS LOSSES VALUE
- ------------------------------------------------ --------- ----------- ---------- --------
AVAILABLE FOR SALE:
Mortgage-backed securities - CMOs and
pass-through securities $ 8,989 $ 215 $ 53 $ 9,151
U.S. Treasury securities and obligations of
U.S. Government and government agencies and
authorities 1,867 99 3 1,963
Obligations of states, municipalities and
political subdivisions 365 49 - 414
Debt securities issued by foreign
governments 795 56 1 850
All other corporate bonds 25,805 1,089 166 26,728
Other debt securities 7,345 293 46 7,592
Redeemable preferred stock 157 46 2 201
--------- ----------- ---------- --------
Total Available For Sale $ 45,323 $ 1,847 $ 271 $ 46,899
========= =========== ========== ========
10
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
GROSS GROSS
DECEMBER 31, 2004 AMORTIZED UNREALIZED UNREALIZED FAIR
($ in millions) COST GAINS LOSSES VALUE
- ---------------------------------------------------------------------- --------- ---------- ---------- -------
AVAILABLE FOR SALE:
Mortgage-backed securities - CMOs and pass-through securities $ 8,568 $ 311 $ 9 $ 8,870
U.S. Treasury securities and obligations of U.S. Government and
government agencies and authorities 2,143 106 - 2,249
Obligations of states, municipalities and political subdivisions 364 41 1 404
Debt securities issued by foreign governments 847 81 1 927
All other corporate bonds 25,603 1,466 40 27,029
Other debt securities 7,613 421 14 8,020
Redeemable preferred stock 176 41 1 216
--------- ---------- ---------- -------
Total Available For Sale $ 45,314 $ 2,467 $ 66 $47,715
========= ========== ========== =======
AGING OF GROSS UNREALIZED LOSSES ON AVAILABLE FOR SALE
The aging of gross unrealized losses on fixed maturity investments is as
follows:
TOTAL FIXED
MATURITIES
TOTAL FIXED WITH UNREALIZED LOSS
MATURITIES TOTALING 20% OR MORE
--------------------- ---------------------
MARCH 31, 2005 AMORTIZED UNREALIZED AMORTIZED UNREALIZED
($ in millions) COST LOSS COST LOSS
- ----------------------------------------- --------- ---------- --------- ----------
Six months or less $ 12,742 $ 208 $ 13 $ 3
Greater than six months to nine months 437 11 - -
Greater than nine months to twelve months 740 24 - -
Greater than twelve months 612 28 - -
--------- ---------- --------- ----------
Total $ 14,531 $ 271 $ 13 $ 3
========= ========== ========= ==========
TOTAL FIXED
MATURITIES
TOTAL FIXED WITH UNREALIZED LOSS
MATURITIES TOTALING 20% OR MORE
--------------------- ---------------------
DECEMBER 31, 2004 AMORTIZED UNREALIZED AMORTIZED UNREALIZED
($ in millions) COST LOSS COST LOSS
- ----------------------------------------- --------- ---------- --------- ----------
Six months or less $ 4,435 $ 31 $ 1 $ -
Greater than six months to nine months 1,029 14 - -
Greater than nine months to twelve months 215 5 - -
Greater than twelve months 597 16 - -
--------- ---------- --------- ----------
Total $ 6,276 $ 66 $ 1 $ -
========= ========== ========= ==========
11
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
NET REALIZED CAPITAL GAINS (LOSSES)
FOR THE THREE MONTHS
ENDED MARCH 31,
--------------------
($ in millions) 2005 2004
------ ------
NET REALIZED CAPITAL GAINS (LOSSES)
BY ASSET CLASS:
Fixed maturities $ 9 $ 40
Equities 32 8
Derivatives:
Guaranteed minimum withdrawal
benefit derivatives, net (1) (5)
Other derivatives 15 (34)
Other 7 4
------ ------
Total $ 62 $ 13
====== ======
DOLLAR ROLLS
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.
These transactions are recorded as secured borrowings. 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 consolidated
balance sheets and fluctuates based upon the timing of the repayments. The
liability balances were $49 million and $0 at March 31, 2005 and December 31,
2004, respectively.
VARIABLE INTEREST ENTITIES
The following table represents the carrying amounts and classification of
consolidated assets that are collateral for VIE obligations. These two VIEs are
a collateralized debt obligation and a real estate joint venture.
($ in millions) MARCH 31, 2005 DECEMBER 31, 2004
-------------- -----------------
Investments $ 372 $ 386
Cash 5 9
Other 2 2
------- -------
Total assets of consolidated VIEs $ 379 $ 397
======= =======
The debt holders of these VIEs have no recourse to the Company. The
Company's maximum exposure to loss is limited to its investment of
approximately $8 million.
The Company regularly becomes involved with VIEs through its investment
activities. This involvement is generally restricted to small passive debt
and equity investments.
12
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
4. 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 retail annuities,
individual life insurance, corporate owned life insurance (COLI) and
institutional annuity insurance products distributed by TIC and TLAC
principally under the Travelers Life & Annuity name. The retail annuities
products offered include fixed and variable deferred annuities and payout
annuities. The individual life insurance products include term, universal
and variable life insurance. The COLI product is a variable universal life
product distributed through independent specialty brokers. The
institutional annuity products include institutional pensions, including
guaranteed investment contracts (GICs), payout annuities, group annuities
sold to employer-sponsored retirement and savings plans and structured
settlements and funding agreements.
The PRIMERICA business segment consolidates the business of Primerica
Life, Primerica Life Insurance Company of Canada, CitiLife and NBL. The
Primerica business segment offers individual life products, primarily term
insurance, to customers through a sales force of approximately 104,000
agents. A great majority of the domestic licensed sales force works on a
part-time basis.
For a detailed description of accounting policies of the segments, see the
Company's Annual Report on Form 10-K for the year ended December 31, 2004.
The amount of investments in equity method investees and total
expenditures for additions to long-lived assets other than financial
instruments, long-term customer relationships of a financial institution,
mortgage and other servicing rights, and deferred tax assets, were not
material.
FOR THE THREE MONTHS
ENDED MARCH 31,
--------------------
($ in millions) 2005 2004
- --------------------- -------- --------
REVENUES BY SEGMENT
TLA $ 1,187 $ 1,105
Primerica 458 443
-------- --------
Total Revenues $ 1,645 $ 1,548
======== ========
NET INCOME BY SEGMENT
TLA $ 270 $ 281
Primerica 122 124
-------- --------
Net Income $ 392 $ 405
======== ========
AT MARCH 31, AT DECEMBER 31,
ASSETS BY SEGMENT 2005 2004
- ----------------- ------------ ---------------
TLA $ 94,274 $ 95,824
Primerica 10,117 10,019
---------- ----------
Total Assets $ 104,391 $ 105,843
========== ==========
13
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
The following table contains key segment measurements:
BUSINESS SEGMENT INFORMATION:
2005 2004
FOR THE THREE MONTHS ENDED ----------------- -----------------
MARCH 31, ($ in millions) TLA PRIMERICA TLA PRIMERICA
- ------------------------------------------ ------ --------- ------ ---------
Premiums $ 153 $ 339 $ 155 $ 325
Net investment income 762 79 750 84
Interest credited to contractholders 347 - 310 -
Amortization of deferred acquisition costs 106 66 79 63
Capitalized deferred acquisition costs 200 89 177 83
Federal income taxes 111 60 80 50
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. Deposits represent an operating statistic integral to
managing TLA operations, which management uses for measuring business volumes,
and may not be comparable to similarly captioned measurements used by other life
insurance companies. For the three months ended March 31, 2005 and 2004,
deposits collected amounted to $2.9 billion and $3.2 billion, respectively.
The Company's revenue was derived almost entirely from U.S. domestic business.
Revenue attributable to foreign countries was insignificant.
The Company had no transactions with a single customer representing 10% or more
of its revenue.
14
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
5. DEPOSIT FUNDS AND RESERVES
At March 31, 2005 and December 31, 2004, the Company had $48.0 billion and $48.2
billion of life and annuity deposit funds and reserves, respectively, as
follows:
($ in millions) March 31, 2005 December 31, 2004
-------------- -----------------
Subject to discretionary withdrawal:
With fair value adjustments $ 7,511 $ 7,541
Subject to surrender charges 5,000 4,852
Surrenderable without charge 8,069 8,105
---------- -----------
Total $ 20,580 $ 20,498
Not subject to discretionary withdrawal: $ 27,412 $ 27,730
---------- -----------
Total $ 47,992 $ 48,228
========== ===========
There are $503 million and $519 million of life insurance reserves included in
surrenderable without charge at March 31, 2005 and December 31, 2004,
respectively. The life insurance risks would have to be underwritten again if
transferred to another carrier, which is considered a significant deterrent for
long-term policyholders. Insurance liabilities that are surrendered or withdrawn
from the Company are reduced by outstanding policy loans and related accrued
interest prior to payout.
Included in contractholder funds and in the preceding table are GICs totaling
$13.9 billion. The scheduled maturities for these GICs are as follows:
($ in millions) FIXED GIC VARIABLE GIC TOTAL
--------- ------------ ------
2005 remaining $ 895 $ 3,145 $ 4,040
2006 1,862 733 2,595
2007 1,540 - 1,540
2008 1,371 - 1,371
2009 1,431 - 1,431
2010 and thereafter 2,952 - 2,952
--------- -------- -------
Total $ 10,051 $ 3,878 $13,929
========= ======== =======
6. SHAREHOLDER'S EQUITY
Statutory capital and surplus of the Company was $7.9 billion at December 31,
2004. 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. A maximum of $908 million is
available by the end of the year 2005 for such dividends without prior approval
of the State of Connecticut Insurance Department, depending upon the amount and
timing of the payments. TLAC may not pay a dividend to TIC without such
approval. Primerica may pay up to $263 million to TIC in 2005 without prior
approval of the Commonwealth of Massachusetts Insurance Department. The Company
paid dividends of $302 million and $148 million, totaling $450 million, to its
parent on January 3, 2005 and March 30, 2005, respectively. Due to the timing of
the payment, the January 3, 2005 dividend was considered extraordinary. The
State of Connecticut Insurance Department approved this extraordinary dividend.
15
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
As discussed in Note 1, Citigroup has agreed to sell the Company, including
TLAC, to MetLife. The State of Connecticut Insurance Department requires prior
approval for any dividends for a period of two years following a change in
control. Accordingly, any dividends from the Company or TLAC during that period
would require prior approval from the State of Connecticut Insurance Department.
As discussed in Note 8, the State of Connecticut has approved an extraordinary
dividend of certain restructuring transactions contemplated to occur prior to
the sale to MetLife.
7. COMMITMENTS AND CONTINGENCIES
Litigation
In August 1999, an amended putative class action complaint captioned Lisa
Macomber, et al. vs. Travelers Property Casualty Corporation, et al. was filed
in New Britain, Connecticut Superior Court against the Company, its parent
corporation, certain of the Company's affiliates (collectively TLA), and the
Company's former affiliate, Travelers Property Casualty Corporation. The amended
complaint alleges Travelers Property Casualty Corporation purchased structured
settlement annuities from the Company and spent less on the purchase of those
structured settlement annuities than agreed with claimants; and that commissions
paid to brokers of structured settlement annuities, including an affiliate of
the Company, were paid, in part, to Travelers Property Casualty Corporation. The
amended complaint was dismissed and following an appeal by the plaintiff in
September 2002 the Connecticut Supreme Court reversed the dismissal of several
of the plaintiff's claims. On May 26, 2004, the Connecticut Superior Court
certified a nation wide class action involving the following claims against TLA:
violation of the Connecticut Unfair Trade Practice Statute, unjust enrichment
and civil conspiracy. On June 15, 2004, the Defendants, including TLA, appealed
the Connecticut Superior Court's May 26, 2004 class certification order.
In 2003 and 2004, several issues in the mutual fund and variable insurance
product industries have come under the scrutiny of federal and state regulators.
Like many other companies in our industry, the Company has received a request
for information from the Securities and Exchange Commission (SEC) and a subpoena
from the New York Attorney General regarding market timing and late trading.
During 2004 the SEC requested additional information about the Company's
variable product operations on market timing, late trading and revenue sharing,
and the SEC, the National Association of Securities Dealers and the New York
Insurance Department have made inquiries into these issues and other matters
associated with the sale and distribution of insurance products. In addition,
like many insurance companies and agencies, in 2004 and 2005 the Company
received inquiries from certain state Departments of Insurance regarding
producer compensation and bidding practices. The Company is cooperating fully
with all of these requests and is not able to predict their outcomes.
In addition, the Company is a defendant or co-defendant in various other
litigation matters in the normal course of business. These include civil
actions, arbitration proceedings and other matters arising in the normal course
of business out of activities as an insurance company, a broker and dealer in
securities or otherwise.
In the opinion of the Company's management, the ultimate resolution of these
legal and regulatory proceedings would not be likely to have a material adverse
effect on the Company's consolidated financial condition or liquidity, but, if
involving monetary liability, may be material to the Company's operating results
for any particular period.
Other
The Company is a member of the Federal Home Loan Bank of Boston (the Bank), and
in this capacity has entered into a funding agreement (the agreement) with the
Bank where a blanket-lien has been granted to
16
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
collateralize the Bank's deposits. The Company maintains control of these
assets, and may use, commingle, encumber or dispose of any portion of the
collateral as long as there is no event of default and the remaining qualified
collateral is sufficient to satisfy the collateral maintenance level. The
agreement further states that upon any event of default, the Bank's recovery is
limited to the amount of the member's outstanding funding agreement. The amount
of the Company's liability for funding agreements with the Bank as of March 31,
2005 is $1.1 billion, included in contractholder funds. The Company holds $60.3
million of common stock of the Bank, included in Investments.
The Company has provided a guarantee on behalf of Citicorp International Life
Insurance Company, Ltd. (CILIC), an affiliate. This guarantee takes effect if
CILIC cannot pay claims because of insolvency, liquidation or rehabilitation.
The agreement was terminated as of December 31, 2004, but does not affect
policies previously guaranteed. Life insurance coverage in force under this
guarantee at March 31, 2005 is $466 million. The Company does not hold any
collateral related to this guarantee.
8. METLIFE, INC. TRANSACTION
On January 31, 2005, Citigroup announced that it had agreed to sell TIC,
including TLAC and certain other domestic and international insurance businesses
(the Life Insurance and Annuity Businesses) to MetLife pursuant to an
Acquisition Agreement (the Agreement). The transaction is subject to certain
regulatory approvals, as well as other customary conditions to closing.
Citigroup currently anticipates that the intended sale would be completed during
this summer.
The sale contemplates the following restructuring transactions which have not
been reflected in the financial statements:
1. All TIC's membership in Keeper Holdings LLC, which holds an interest in
CitiStreet;
2. All TIC's shares of Citigroup Series YYY and YY preferred stock, and all
dividends with respect thereto;
3. All TIC's shares of American Financial Life Insurance Company stock, and
all earnings with respect thereto;
4. All TIC's shares of Primerica Life Insurance Company stock, and all
earnings with respect thereto;
5. All TIC's obligations in the amount of $74 million and the related assets
(including deferred tax assets) in the amount of $74 million associated
with the Connecticut River Plaza lease;
6. All owned intellectual property and all trademarks used in connection with
products offered only by or through the Company. This includes, but is not
limited to, the "umbrella" trademark and umbrella design trademark, and
any trademarks which include the terms "citi," "Citi," the arc design and
the blue wave design;
7. All TIC's net obligations in the amount of $452 million related to
non-qualified employee benefit plans (including retiree welfare, pension,
long-term disability, workers compensation and deferred compensation
obligations) and associated assets consisting of $294 million in invested
assets and other assets and a deferred tax asset of $158 million; and
8. TIC's rights in respect to the future earnings or adverse development
related to long-term care accounts.
The aforementioned restructuring transactions require prior approval or notice
to the state of domicile. The State of Connecticut Insurance Department has
approved the dividend of all TIC's ownership interests and obligations as
included above.
17
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Management's narrative analysis of the results of operations is presented in
lieu of Management's Discussion and Analysis of Financial Condition and Results
of Operations (MDA), pursuant to General Instruction H (2)(a) of Form 10-Q. This
MDA should be read in conjunction with the MDA included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2004.
The Company's Annual Report on Form 10-K, its quarterly reports on Form 10-Q,
and all amendments to these reports, are available on the Travelers Life &
Annuity website at http://www.travelerslife.com by selecting the "Financial
Information" page and selecting "SEC Filings."
CONSOLIDATED OVERVIEW ($ in millions)
FOR THE THREE MONTHS
ENDED MARCH 31,
2005 2004
-------- --------
Revenues $ 1,645 $ 1,548
Insurance benefits and interest credited 777 740
Operating expenses 305 273
-------- --------
Income before taxes 563 535
Income taxes 171 130
-------- --------
Net income $ 392 $ 405
======== ========
The Travelers Insurance Company (TIC, together with its subsidiaries, the
Company), is comprised of two business segments, Travelers Life & Annuity (TLA)
and Primerica. Net income decreased 3% to $392 million for the quarter ended
March 31, 2005 from $405 million in the prior year quarter. Net income by
segment was:
FOR THE THREE MONTHS
ENDED MARCH 31,
($ in millions) 2005 2004
------ ------
TLA $ 270 $ 281
Primerica 122 124
------ ------
$ 392 $ 405
====== ======
On January 31, 2005, Citigroup announced that it had agreed to sell its Life
Insurance and Annuity businesses, including the Company, to MetLife, Inc.
(MetLife). The transaction is subject to certain domestic and international
regulatory approvals, as well as other customary conditions to closing. The
Company's Primerica segment and certain other assets will remain with Citigroup.
The transaction is expected to close this summer. For additional information
regarding this transaction see Note 8 of Notes to Condensed Consolidated
Financial Statements.
TLA core offerings include retail annuities, individual life insurance,
corporate owned life insurance (COLI) and institutional annuity insurance
products distributed by TIC and The Travelers Life and Annuity Company (TLAC)
principally under the Travelers Life & Annuity name. The Company has a license
from The St. Paul Travelers Companies, Inc. 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. Among the
range of retail annuity products offered are fixed and variable deferred
annuities and payout annuities. Individual life insurance products offered
include term, universal and variable life insurance. The COLI product is a
variable universal life product distributed through independent specialty
brokers. The institutional annuity products include institutional pensions,
including guaranteed investment contracts (GICs), payout annuities, group
annuities sold to employer-sponsored retirement and savings plans and structured
settlements and funding agreements.
18
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
The Primerica business segment offers individual life products, primarily term
insurance, to customers through a sales force of approximately 104,000 agents. A
great majority of the domestic licensed sales force works on a part-time basis.
The following discussion presents in more detail each business segment's
performance.
TRAVELERS LIFE & ANNUITY
FOR THE THREE MONTHS ENDED MARCH 31,
($ in millions) 2005 2004
------ ------
Revenues $1,187 $1,105
Insurance benefits and interest credited 632 597
Operating expenses 174 147
------ ------
Income before taxes 381 361
Income taxes 111 80
------ ------
Net income $ 270 $ 281
====== ======
Net income of $270 million in the first quarter of 2005 decreased 4% from $281
million in the first quarter of 2004. The decrease reflects lower retained
investment margins, and higher expenses due to an increase in the amortization
of deferred acquisition costs (DAC) and the absence of lower prior year tax
benefits related to a $23 million adjustment to the dividends received
deduction. This decrease was partially offset by higher realized investment
gains and higher fees from asset-based charges related to business volume
increases.
Net investment income (NII) increased $12 million to $762 million for the first
quarter of 2005 from $750 million in the first quarter of 2004. This increase
was driven by a larger invested asset base related to business volume growth,
partially offset by lower yields.
The majority of the annuity business and a substantial portion of the life
business written by TLA are accounted for as investment contracts, with the
result that the deposits collected are reported as liabilities. Deposits
represent an operating statistic used for measuring business volumes, which
management of the Company uses to manage the life insurance and annuities
operations, and may not be comparable to similarly captioned measurements used
by other life insurance companies. The following table shows net written
premiums and deposits by product type for each of the quarters ended March 31,
2005 and 2004.
2005 2004
($ in millions) Premiums Deposits Premiums Deposits
Retail annuities -------- -------- -------- --------
Fixed $ - $ 176 $ - $ 148
Variable - 1,238 - 1,217
Individual payout 27 19 6 8
------- ------- ------- -------
Total retail annuities 27 1,433 6 1,373
Institutional annuities 97 1,016 118 1,459
Individual life insurance:
Direct periodic premiums & deposits 33 299 35 254
Single premium deposits - 197 - 169
Reinsurance (13) (32) (12) (26)
------- ------- ------- -------
Total individual life insurance 20 464 23 397
Other 9 - 8 -
------- ------- ------- -------
Total $ 153 $ 2,913 $ 155 $ 3,229
======= ======= ======= =======
Retail annuity deposits of $1.4 billion in the first quarter of 2005 increased
4% from the first quarter of 2004, reflecting improved fixed annuity sales.
Retail annuity account balances were $37.1 billion at March 31, 2005, up from
$34.0 billion at March 31, 2004. This increase reflects equity market growth in
variable annuity
19
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
investments of $2.2 billion subsequent to March 31, 2004, and $2.0 billion of
net sales over the previous twelve months, due to sales growth and lower
surrender rates.
Institutional annuities deposits (excluding the Company's employee pension plan
deposits) decreased 30% in the first quarter of 2005 to $1.0 billion from the
comparable period of 2004, reflecting reduction in fixed rate GIC sales compared
to the prior year quarter, as potential customers assessed the concentration
risk associated with the proposed MetLife transaction. Institutional annuities
premiums decreased 18% to $97 million in the three months ended March 31, 2005
versus the prior year period. Institutional annuity account balances and
benefits reserves reached $27.5 billion at March 31, 2005, up 7% from $25.7
billion at March 31, 2004. This volume growth reflects an increase in GIC and
payout institutional annuities benefit reserves over the last 12 months.
Deposits for the individual life insurance business for the first quarter of
2005 increased 17% to $464 million from the 2004 first quarter, primarily due to
an increase of $28 million in universal life single deposits and a $45 million
increase in direct periodic premium deposits. Life insurance in force was $102.7
billion at March 31, 2005, up from $100.8 billion at December 31, 2004.
TLA insurance benefits and interest credited increased 6% to $632 million for
the three months ended March 31, 2005 from $597 million in the prior year
period, primarily related to higher business volumes.
In the first quarter of 2005, TLA operating expenses of $174 million increased
18% from $147 million in the prior year quarter, primarily due to DAC
amortization. The amortization of capitalized DAC is a significant component of
TLA expenses and totaled $106 million and $79 million for the three months ended
March 31, 2005 and 2004, respectively. The increase in amortization was
primarily driven by business volume growth and an increased amortization rate
resulting from adjustments made in the prior year.
TLA OUTLOOK
TLA should benefit from growth in the aging population which is becoming more
focused on the need to accumulate adequate savings for retirement, to protect
these savings and to plan for the transfer of wealth to the next generation. TLA
is well positioned to take advantage of the favorable long-term demographic
trends through its strong financial position, widespread brand name recognition
and broad array of competitive life, annuity, retirement and estate planning
products sold through established distribution channels.
TLA'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 annuity products. Declines in credit
quality of issuers will have a negative effect on earnings. The retail annuities
business is interest rate and equity market sensitive. TLA's variable annuities
offer products with guaranteed features that are equity market sensitive. The
guaranteed minimum death benefit feature pays benefits when at the time of death
of a contractholder the account value is below the guaranteed amount. Another
guaranteed feature offered is a guaranteed minimum withdrawal benefit, which is
considered an embedded derivative. Exposure increases with the decline in equity
markets and exposure decreases with equity market growth. This creates earnings
volatility because the embedded derivative is marked to market through income.
TLA has entered into an alternative hedging strategy to reduce the earnings
volatility.
Citigroup, the Company's ultimate parent, has agreed to sell its Life Insurance
and Annuities business to MetLife, Inc. TIC and TLA are included in Citigroup's
Life Insurance and Annuities business. The transaction is expected to close this
summer. At that time TLA, after giving effect to certain dispositions to be
effected prior to the closing, will become part of MetLife, Inc. See Note 8 of
Notes to Condensed Consolidated Financial Statements. MetLife has filed with
the Insurance Department of the State of Connecticut (the "Department") a Form
A Statement Regarding the Acquisition of Control of or Merger with a Domestic
Insurer, dated March 7,
20
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
2005 (the "Form A"), seeking the approval of the Department to acquire control
of the Company and TLAC. The Form A includes MetLife's post-acquisition business
plan and financial projections for the Company and TLAC after the Closing Date
(the "Business Plan"). Pursuant to the Business Plan, the Company would
generally cease issuing certain institutional annuity and other products
immediately following the Closing Date, including funding agreements and
guaranteed investment contracts. Both the Company and TLAC will generally phase
out the remaining products that they currently issue by the end of 2006.
Due to the proposed transaction, there may be a negative impact on institutional
annuity sales in 2005, in particular fixed rate GICs, as potential customers
assess the concentration risk associated with the combination of MetLife, Inc.
and TLA.
Federal and state regulators have focused on, and continue to devote substantial
attention to, the mutual fund and variable insurance product industries. As a
result of publicity relating to widespread perceptions of industry abuses, there
have been numerous proposals for legislative and regulatory reforms, including
mutual fund governance, new disclosure requirements concerning mutual fund share
classes, commission breakpoints, revenue sharing, advisory fees, market timing,
late trading, portfolio pricing, annuity products, hedge funds, producer
compensation and other issues. It is difficult to predict at this time whether
changes resulting from new laws and regulations will affect the industries or
the Company's businesses, and, if so, to what degree.
The statements above are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act. See "Forward-Looking Statements" on
page 22.
PRIMERICA
FOR THE THREE MONTHS ENDED MARCH 31, 2005 2004
---- ----
($ in millions)
Revenues $458 $443
Insurance benefits 145 143
Operating expenses 131 126
---- ----
Income before taxes 182 174
Income taxes 60 50
---- ----
Net income $122 $124
==== ====
Net income of $122 million in the first quarter of 2005 decreased 2% from $124
million in the first quarter of 2004, reflecting unfavorable NII, partially
offset by favorable premium income. NII decreased 6% to $79 million in the first
quarter of 2005 from the prior year quarter, primarily related to decreased
income from private equities and lower yields.
Total life insurance in force reached $553.1 billion at March 31, 2005, up from
$545.4 billion at December 31, 2004, reflecting good in-force policy retention
and higher volume of sales. The face amount of new term life insurance sales was
$20.8 billion for the three-month period ended March 31, 2005, compared to $20.6
billion for the prior year period.
The amortization of capitalized DAC, which increased slightly to $66 million in
the first quarter of 2005 over the prior year amount of $63 million, is a
significant component of Primerica's expenses. All of Primerica's DAC is
associated with traditional life products, which are amortized in relation to
anticipated premiums. Amortized DAC has remained level as a percentage of direct
premiums.
Earned premiums net of reinsurance were $339 million in the first quarter of
2005 compared to $325 million in the prior year period, including $323 million
and $308 million, respectively, for Primerica individual term life policies.
21
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
PRIMERICA OUTLOOK
Citigroup, the Company's ultimate parent, has agreed to sell its Life Insurance
and Annuities business to MetLife, Inc. TIC, Primerica's direct parent, is
included in Citigroup's Life Insurance and Annuities business. As described in
Note 8 of Notes to Condensed Consolidated Financial Statements, Primerica and
its subsidiaries will remain part of Citigroup.
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, 2004, 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. A maximum of $908 million is available by the
end of the year 2005 for such dividends without prior approval of the State of
Connecticut Insurance Department, depending upon the amount and timing of the
payments. TLAC may not pay a dividend to TIC without such approval. Primerica
may pay up to $263 million to TIC in 2005 without prior approval of the
Commonwealth of Massachusetts Insurance Department. The Company paid dividends
of $302 million and $148 million, totaling $450 million, to its parent on
January 3, 2005 and March 30, 2005, respectively. Due to the timing of the
payment, the January 3, 2005 dividend was considered extraordinary. The State of
Connecticut Insurance Department approved this extraordinary dividend. This
statement is a forward-looking statement within the meaning of the Private
Securities Litigation Reform Act. See "Forward-Looking Statements" on this page.
As discussed in Note 1 of Notes to Condensed Consolidated Financial Statements,
Citigroup has agreed to sell the Company, including TLAC, to MetLife. The State
of Connecticut Insurance Department requires prior approval for any dividends
for a period of two years following a change in control. Accordingly, any
dividends from the Company or TLAC during that period would require prior
approval from the State of Connecticut Insurance Department. As discussed in
Note 8 of Notes to Condensed Consolidated Financial Statements, the State of
Connecticut has approved an extraordinary dividend of certain restructuring
transactions contemplated to occur prior to the sale to MetLife.
FUTURE APPLICATIONS OF ACCOUNTING STANDARDS
See Note 2 of Notes to Condensed Consolidated Financial Statements for a
discussion of recently issued accounting pronouncements.
FORWARD-LOOKING STATEMENTS
Certain of the statements contained herein that are not historical facts are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act. The Company's actual results may differ materially from
those included in the forward-looking statements. Forward-looking statements are
typically identified by the words "believe," "expect," "anticipate," "intend,"
"estimate," "may increase," "predict," 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, the resolution of legal proceedings, the potential
impact of a decline in credit quality of investments on earnings and the
contemplated sale of Citigroup's other Life Insurance and Annuities businesses
to MetLife, and related transactions.
22
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
SENSITIVITY ANALYSIS
Sensitivity analysis is defined as the measurement of potential loss in future
earnings, fair values or cash flows of market-sensitive instruments resulting
from one or more selected hypothetical changes in interest rates and other
market rates or prices over a selected time. In the Company's sensitivity
analysis model, a hypothetical change in market rates is selected that is
expected to reflect reasonably possible near-term changes in those rates. The
term "near-term" means a period of time going forward up to one year from the
date of the financial statements. Actual results may differ from the
hypothetical change in market rates assumed in this report, especially since
this sensitivity analysis does not reflect the results of any actions that would
be taken by the Company to mitigate such hypothetical losses in fair value.
For invested assets, duration modeling is used to calculate changes in fair
values. Durations on invested assets are adjusted for call, put and reset
features. Portfolio durations are calculated on a market value weighted basis,
including accrued investment income, using trade date holdings as of March 31,
2005 and December 31, 2004. The current duration of invested assets as of March
31, 2005 is 4.6 years. The sensitivity analysis model used by the Company
produces a loss in fair value of interest rate sensitive invested assets of
approximately $2.3 billion and $2.4 billion based on a 100 basis point increase
in interest rates as of March 31, 2005 and December 31, 2004, respectively.
Liability durations are determined consistently with the determination of
liability fair values. Where fair values are determined by discounting expected
cash flows, the duration is the percentage change in the fair value for a 100
basis point change in the discount rate. Where liability fair values are set
equal to surrender values, option-adjusted duration techniques are used to
calculate changes in fair values. The duration of liabilities as of March 31,
2005 is 5.0 years. The sensitivity analysis model used by the Company produces a
decrease in fair value of interest rate sensitive insurance policy and claims
reserves of approximately $1.8 billion and $1.9 billion based on a 100 basis
point increase in interest rates as of March 31, 2005 and December 31, 2004,
respectively. Based on the sensitivity analysis model used by the Company, the
net loss in fair value of market sensitive instruments, including non-financial
instrument liabilities, as a result of a 100 basis point increase in interest
rates as of March 31, 2005 and December 31, 2004 is not material.
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.
23
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
2. Acquisition Agreement, dated as of January 31, 2005, by
and between Citigroup Inc. and MetLife, Inc., incorporated
by reference to Exhibit 10.1 to the Current Report on Form 8-K
of Citigroup Inc. dated January 21, 2005 and filed February 4,
2005 (File No. 1-9924).
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.
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.
- ---------------------
+Filed herewith
24
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE TRAVELERS INSURANCE COMPANY
-------------------------------
(Registrant)
Date May 13, 2005 /s/ Glenn D. Lammey
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Glenn D. Lammey
Senior Executive Vice President,
Chief Financial Officer and Chief Accounting Officer
(Principal Financial Officer and Principal Accounting
Officer)
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