<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
--- THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
OR
--- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
---------- ----------
Commission file number 33-33691
THE TRAVELERS INSURANCE COMPANY
(exact name of registrant as specified in its charter)
CONNECTICUT 06-0566090
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE TOWER SQUARE, HARTFORD, CONNECTICUT 06183
(Address of principal executive offices) (Zip Code)
(860) 277-0111
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
As of the date hereof, there were outstanding 40,000,000 shares of common stock,
par value $2.50 per share, of the registrant, all of which were owned by The
Travelers Insurance Group Inc., an indirect, wholly owned subsidiary of
Travelers Group 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.
<PAGE> 2
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
FORM 10-Q
For the Three Months Ended June 30, 1996
Table of Contents
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION Page
----
<S> <C>
Item 1. Financial Statements
Condensed Consolidated Statement of Income and Retained Earnings for the Three and
Six Months Ended June 30, 1996 and 1995 (unaudited).................................................... 3
Condensed Consolidated Balance Sheet as of June 30, 1996 (unaudited) and
December 31, 1995...................................................................................... 4
Condensed Consolidated Statement of Cash Flows for the
Six Months Ended June 30, 1996 and 1995 (unaudited).................................................... 5
Notes to Condensed Consolidated Financial Statements (unaudited)....................................... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................................................................... 8
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ............................................................. 14
SIGNATURES............................................................................................. 15
</TABLE>
2
<PAGE> 3
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF INCOME
AND RETAINED EARNINGS (Unaudited)
(in millions)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
--------------------- ---------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES
Premiums $ 351 $ 387 $ 690 $ 773
Net investment income 466 455 921 905
Realized investment gains (losses) (12) 11 4 (12)
Other revenues 72 49 152 108
------- ------- ------- -------
877 902 1,767 1,774
------- ------- ------- -------
BENEFITS AND EXPENSES
Current and future insurance benefits 293 315 578 601
Interest credited to contractholders 208 239 417 498
Amortization of deferred acquisition costs
and value of insurance in force 71 75 138 146
General and administrative expenses 87 80 190 175
------- ------- ------- -------
659 709 1,323 1,420
------- ------- ------- -------
Income from continuing operations
before federal income taxes 218 193 444 354
Federal income taxes 77 67 155 122
------- ------- ------- -------
Income from continuing operations 141 126 289 232
Discontinued operations, net of income taxes
Income from operations -- 26 -- 39
Gain on disposition -- -- -- 20
------- ------- ------- -------
Income from discontinued operations -- 26 -- 59
------- ------- ------- -------
Net income 141 152 289 291
Dividends to parent (75) -- (250) --
Retained earnings beginning of period 2,285 1,701 2,312 1,562
------- ------- ------- -------
Retained earnings end of period $ 2,351 $ 1,853 $ 2,351 $ 1,853
======= ======= ======= =======
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 4
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(in millions)
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
(Unaudited)
<S> <C> <C>
ASSETS
Investments, including real estate held for sale $26,621 $27,301
Separate and variable accounts 7,792 6,949
Reinsurance recoverable 4,002 4,107
Other assets 3,935 3,944
------- -------
Total assets $42,350 $42,301
======= =======
LIABILITIES
Contractholder funds $14,232 $14,525
Benefit and other insurance reserves 12,125 12,354
Separate and variable accounts 7,748 6,916
Other liabilities 2,378 2,278
------- -------
Total liabilities 36,483 36,073
------- -------
SHAREHOLDER'S EQUITY
Capital stock, par value $2.50; 40 million
shares authorized, issued and outstanding 100 100
Additional paid-in capital 3,161 3,134
Retained earnings 2,351 2,312
Unrealized investment gains, net of taxes 255 682
------- -------
Total shareholder's equity 5,867 6,228
------- -------
Total liabilities and shareholder's equity $42,350 $42,301
======= =======
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE> 5
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
INCREASE (DECREASE) IN CASH
(in millions)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1996 1995
------- -------
<S> <C> <C>
Cash flows from operating activities
Net cash provided by operating activities $ 861 610
Net cash used in discontinued operations (220) (787)
------- -------
Net cash provided by (used in) operations 641 (177)
------- -------
Cash flows from investing activities
Investment repayments
Fixed maturities 1,076 1,097
Mortgage loans 397 194
Proceeds from sales of investments, including real estate held for sale
Fixed maturities 4,833 2,990
Equity securities 287 205
Mortgage loans 61 315
Real estate held for sale 85 115
Investments in
Fixed maturities (6,136) (4,036)
Equity securities (297) (189)
Mortgage loans (112) (61)
Policy loans, net (19) (320)
Short-term securities purchases, net (275) (532)
Other investments, net (36) (61)
Securities transactions in course of settlement (166) 123
Net cash provided by investing activities of
discontinued operations 216 962
------- -------
Net cash provided by (used in) investing activities (86) 802
------- -------
Cash flows from financing activities
Redemption of short-term debt, net (19) (7)
Contractholder fund deposits 1,321 1,531
Contractholder fund withdrawals (1,583) (2,188)
Dividends to parent company (250) --
Other 8 1
------- -------
Net cash used in financing activities (523) (663)
------- -------
Net increase (decrease) in cash 32 (38)
Cash at beginning of period 73 102
------- -------
Cash at end of period $ 105 $ 64
======= =======
Supplemental disclosure of cash flow information
Interest paid $ 2 $ 2
======= =======
Income taxes paid $ 159 $ 48
======= =======
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE> 6
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. General
The interim financial statements of The Travelers Insurance Company and
Subsidiaries (the Company), an indirect, wholly owned subsidiary of
Travelers Group Inc. (Travelers Group), have been prepared in conformity
with generally accepted accounting principles (GAAP) and are unaudited.
They reflect all adjustments (none of which were other than normal
recurring adjustments) necessary, in the opinion of management, for a fair
statement 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, 1995.
Certain financial information that is normally included in financial
statements prepared in accordance with GAAP but is not required for interim
reporting purposes has been condensed or omitted.
Certain reclassifications have been made to the prior year's financial
statements to conform to the current year's presentation.
2. Discontinued operations
In January 1995, the group life and related businesses of the Company were
sold to Metropolitan Life Insurance Company (MetLife) and also in January
1995, the group medical component was exchanged for a 42% interest in The
MetraHealth Companies, Inc. (MetraHealth). The Company's interest in
MetraHealth was sold on October 2, 1995 and through that date has been
accounted for on the equity method. The Company's discontinued operations
reflect the results of the medical insurance business not transferred, the
equity interest in the earnings of MetraHealth through October 2, 1995
(date of sale) and the gains from the sales of these businesses. Revenues
from the discontinued operations for the six months ended June 30, 1996 and
1995 amounted to $54 million and $744 million, respectively.
3. Changes in Accounting Principles
Effective January 1, 1996, the Company adopted Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of." This statement
establishes accounting standards for the impairment of long-lived assets
and certain identifiable intangibles to be disposed of. This statement
requires a write down to fair value when long-lived assets to be held and
used are impaired. The statement also requires long-lived assets to be
disposed of (e.g. real estate held for sale) to be carried at the lower of
cost or fair value less cost to sell, and does not allow such assets to be
depreciated. The adoption of this standard did not have a material impact
on the Company's financial condition, results of operations or liquidity.
6
<PAGE> 7
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
4. Commercial Paper and Lines of Credit
The Company issues commercial paper directly to investors and had $54
million and $73 million outstanding at June 30, 1996 and December 31, 1995,
respectively. Commercial paper is included in other liabilities in the
condensed consolidated balance sheet. The Company maintains unused credit
available under bank lines of credit at least equal to the amount of the
outstanding commercial paper.
Travelers Group, Commercial Credit Company (CCC) (an indirect, wholly owned
subsidiary of Travelers Group) and the Company have an agreement with a
syndicate of banks to provide $1.0 billion of revolving credit, to be
allocated to any of Travelers Group, CCC or the Company. The Company's
participation in this agreement is limited to $250 million. The revolving
credit facility consists of a five-year revolving credit facility which
expires in 2001. At June 30, 1996, $125 million was allocated to the
Company. Under this facility the Company is required to maintain certain
minimum equity and risk-based capital levels. At June 30, 1996, the Company
was in compliance with these provisions.
5. Shareholder's Equity
Statutory capital and surplus of the Company was $3.2 billion at December
31, 1995. The Company is subject to various regulatory restrictions that
limit the maximum amount of dividends available to be paid to its parent
without prior approval of insurance regulatory authorities. Statutory
surplus of $506 million is available in 1996 for dividend payments by the
Company without prior approval of the Connecticut Insurance Department.
6. Commitments and Contingencies
The Company is a defendant or co-defendant in various litigation matters in
the normal course of business. Although there can be no assurances, as of
June 30, 1996, the Company believes, based on information currently
available, that the ultimate resolution of these legal proceedings would
not be likely to have a material adverse effect on its results of
operations, financial condition or liquidity.
7
<PAGE> 8
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Management's narrative analysis of the results of operations is presented in
lieu of Management's Discussion and Analysis of Financial Condition and Results
of Operations, pursuant to General Instruction H(2)(a) of Form 10-Q.
CONSOLIDATED OVERVIEW
<TABLE>
<CAPTION>
For the three months ended June 30, 1996 1995
(in millions) ---- ----
<S> <C> <C>
Revenues $877 $902
==== ====
Income from continuing operations $141 $126
Income from discontinued operations -- 26
---- ----
Net income $141 $152
==== ====
</TABLE>
OVERVIEW
The Travelers Insurance Company and its subsidiaries (the Company) operates
through two major business units within its Life Insurance Services segment:
- - - TRAVELERS LIFE AND ANNUITY offers individual life and long-term care
insurance, payout annuities and fixed and variable deferred annuities to
individuals and small businesses. It also provides group pension deposit
products, including guaranteed investment contracts and annuities for
employer-sponsored retirement and savings plans.
- - - PRIMERICA LIFE INSURANCE offers individual life products, primarily term
insurance, to consumers through a nationwide sales force of approximately
100,000 full and part-time independent representatives.
RESULTS OF OPERATIONS
Income from continuing operations for the three months ended June 30, 1996 was
$141 million, compared to $126 million for the three months ended June 30, 1995.
Included in income from continuing operations are net after-tax portfolio gains
(losses) of $(7) million in 1996 and $7 million in 1995. Excluding these items,
income from continuing operations for the three months ended June 30, 1996
increased 24% to $148 million, reflecting improved performance at both business
units.
DISCONTINUED OPERATIONS
In January 1995, the group life and related businesses of the Company were
sold to Metropolitan Life Insurance Company (MetLife) and also in January 1995,
the group medical component was exchanged for a 42% interest in The
MetraHealth Companies, Inc. (MetraHealth). The Company's interest in MetraHealth
was sold on October 2, 1995 and through that date has been accounted for on the
equity method. The Company's discontinued operations reflect the results of the
medical insurance business not transferred, the equity interest in the earnings
of MetraHealth through October 2, 1995 (date of sale) and the gains from the
sales of these businesses. Revenues from the discontinued operations for the
three months ended June 30, 1996 and 1995 amounted to $19 million and $394
million, respectively.
8
<PAGE> 9
The following discussion presents in more detail each segment's performance.
LIFE INSURANCE SERVICES
TRAVELERS LIFE AND ANNUITY
<TABLE>
<CAPTION>
For the three months ended June 30, 1996 1995
(in millions) ---- ----
<S> <C> <C>
Revenues (1) $559 $588
==== ====
Net income (1)(2) $ 78 $ 65
==== ====
</TABLE>
(1) On September 29, 1995, the Company made a pro rata distribution to its
stockholders of Transport Holdings, Inc., which, at the time of
distribution, was the indirect owner of the business of the Transport Life
Insurance Company ("Transport Life").
Revenues and net income of Transport Life in the 1995 quarter amounted to
$66 million and $7 million, respectively.
(2) Net income includes $12 million and $1 million of reported investment
portfolio losses in 1996 and 1995, respectively.
Travelers Life and Annuity offers individual universal and term life and
long-term care insurance, payout annuities and fixed and variable deferred
annuities to individuals and small businesses. It also provides group pension
deposit products, including guaranteed investment contracts and annuities for
employer-sponsored retirement and savings plans.
Earnings before portfolio losses increased 38.5% to $90 million in the second
quarter of 1996, compared to $65 million in the second quarter of 1995. This
earnings growth was driven by strong investment portfolio performance and a
higher capital base which benefited from reinvestment of proceeds from the sale
of MetraHealth in the fourth quarter of 1995, offset partially by the loss of
earnings from Transport Life, which was spun-off to Travelers Group
stockholders in September 1995.
The majority of the annuity business and a substantial portion of the life
business written by Travelers Life and Annuity is accounted for as investment
contracts, with the result that the premium deposits collected are not included
in revenues. The decrease in revenues from 1995 reflects the spin-off of
Transport Life.
For deferred annuities, net written premiums and deposits were $510 million in
the second quarter of 1996, up 34% from $381 million in the second quarter of
1995. Total deferred annuity policyholder account balances and benefit reserves
at June 30, 1996 were $12.2 billion compared to $10.4 billion at June 30, 1995.
Sales continue to be strengthened by the success of Vintage, the single premium
variable annuity product distributed exclusively by Smith Barney Financial
Consultants, which at June 30, 1996 accounted for 36% of all deferred annuity
production at Travelers Life and Annuity.
Payout annuity policyholder account balances and reserves totaled $4.4 billion
at June 30, 1996, level with the prior year's balance. Similarly, net premiums
and deposits of $25.3 million for the second quarter of 1996 were slightly
higher than the $22.8 million second quarter 1995 amount. Group annuity
policyholder account balances and benefit reserves totaled $7.1 billion at June
30, 1996, down from $8.2 billion at June 30, 1995, primarily reflecting
management's decision not to renew low margin, fixed rate guaranteed investment
contracts. Since 1994, guaranteed investment contracts have been written on a
more selective basis, resulting in fluctuations in deposits from period to
period. Group annuity net written premiums and deposits for the second quarter
of 1996 were $175 million, compared to $246 million in the second quarter of
1995.
9
<PAGE> 10
Face amount of individual life insurance issued during the second quarter of
1996 was $1.7 billion, 13% higher than the $1.5 billion issued in the second
quarter of 1995, excluding Transport Life, bringing total life insurance in
force to $49.6 billion at June 30, 1996. Net written premiums and deposits for
individual life insurance were $69.8 million, up 13%, in the second quarter of
1996, compared to $61.9 million in the second quarter of 1995, excluding
Transport Life. This increase reflects sales of Vintage Life, a new single
premium universal life product introduced to Smith Barney Financial Consultants
in September 1995. Net written premiums for the growing long-term care insurance
line were $30.8 million in the second quarter of 1996, compared to $21.7 million
in the second quarter of 1995, largely as a result of a 62% increase in sales of
new policies.
PRIMERICA LIFE INSURANCE
<TABLE>
<CAPTION>
For the three months ended June 30, 1996 1995
(in millions) ---- ----
<S> <C> <C>
Revenues $318 $314
==== ====
Net income $ 63 $ 61
==== ====
</TABLE>
Earnings before portfolio gains for the second quarter of 1996 increased 9.4% to
$58 million, compared to $53 million in the second quarter of 1995, reflecting
continued growth in life insurance in force, as well as favorable mortality
experience.
Face amount of new term life insurance sales was $14.0 billion in the second
quarter of 1996, up from $13.5 billion in the prior year period. Life insurance
in force reached $355 billion at June 30, 1996, up from $342 billion at June 30,
1995, and continued to reflect strong policy persistency.
DISCONTINUED OPERATIONS
<TABLE>
<CAPTION>
For the three months ended June 30, 1996 1995
(in millions) ---- ----
<S> <C> <C>
Income from discontinued operations $ -- $26
Gain on disposition -- --
---- ---
Income from discontinued operations $ -- $26
==== ===
</TABLE>
Income from discontinued operations reflects the results of the medical
insurance business not transferred to MetraHealth, plus the Company's equity
interest in the earnings of MetraHealth in 1995.
10
<PAGE> 11
LIFE INSURANCE SERVICES
TRAVELERS LIFE AND ANNUITY
<TABLE>
<CAPTION>
For the six months ended June 30, 1996 1995
(in millions) ---- ----
<S> <C> <C>
Revenues (1) $1,129 $1,155
====== ======
Net income (1)(2) $ 163 $ 117
====== ======
</TABLE>
(1) On September 29, 1995, the Company made a pro rata distribution to its
stockholders of Transport Holdings Inc., which, at the time of
distribution, was the indirect owner of the business of Transport Life.
Revenues and net income of Transport Life in the 1995 period amounted to
$134 million and $14 million, respectively.
(2) Net income includes $9 million and $20 million of reported investment
portfolio losses in 1996 and 1995, respectively.
Earnings before portfolio losses increased 26% to $172 million in the six months
ended 1996, compared to $137 million in the six months ended 1995. Earnings
growth was driven by strong investment performance and a higher capital base,
partially offset by the loss of earnings from Transport Life.
For deferred annuities, net written premiums and deposits were $997 million in
the first six months of 1996, up 36% from $736 million in the comparable period
of 1995, reflecting increased growth in the sales of variable annuities.
Payout annuity net premiums and deposits of $42.2 million for the first six
months of 1996 were slightly higher than $40.5 million in the first six months
of 1995. Group annuity net written premiums and deposits, primarily guaranteed
investment contract sales, were $622 million in the first six months of 1996,
compared to $577 million (which excludes deposits of $200 million related to
the first quarter 1995 transfer in-house of an affiliate's pension fund assets
previously managed externally) in the comparable period of 1995.
Face amount of individual life insurance issued during the first six months of
1996 was $3.2 billion, 7% higher than the $3.0 billion issued in the first half
of 1995, excluding Transport Life. Net written premiums and deposits for
individual life insurance were $144 million, up 19% in the first half of 1996,
compared to $121 million in the same period of 1995, excluding Transport Life.
Long-term care net written premiums were $58.5 million in the six months ended
1996, compared to $40.3 million in the six months ended 1995.
PRIMERICA LIFE INSURANCE
<TABLE>
<CAPTION>
For the six months ended June 30, 1996 1995
(in millions) ---- ----
<S> <C> <C>
Revenues $638 $619
==== ====
Net income $126 $115
==== ====
</TABLE>
Earnings before portfolio gains for the first six months of 1996 increased 13%
to $116 million, compared to $103 million in the first six months of 1995. Face
amount of new term life insurance was $26.3 billion in the first six months of
1996, compared to $26.9 billion in the prior year period.
11
<PAGE> 12
DISCONTINUED OPERATIONS
<TABLE>
<CAPTION>
For the six months ended June 30, 1996 1995
(in millions) ---- ----
<S> <C> <C>
Income from discontinued operations $-- $39
Gain on disposition -- 20
--- ---
Income from discontinued operations $-- $59
=== ===
</TABLE>
Income from discontinued operations reflects the results of the medical
insurance business not transferred to MetraHealth, plus the Company's equity
interest in the earnings of MetraHealth in 1995. The after-tax gain on
disposition of $20 million represents the gain from the sale in January 1995, of
the group life and related businesses to MetLife.
INSURANCE REGULATIONS
Risk-based capital requirements are used as early warning tools by the National
Association of Insurance Commissioners and the states to identify companies that
merit further regulatory action. At June 30, 1996, the Company and its insurance
subsidiaries had adjusted capital in excess of amounts requiring any regulatory
action.
The Company is subject to various regulatory restrictions that limit the maximum
amount of dividends available to be paid to its parent without prior approval of
insurance regulatory authorities in the state of domicile. The maximum amount of
dividends available to be paid to the Company's shareholder in 1996 without
prior approval of the Connecticut Insurance Department is $506 million. The
Company has paid $250 million in dividends to its parent through June 30, 1996.
ACCOUNTING STANDARDS NOT YET ADOPTED
Financial Accounting Standard No. 123, "Accounting for Stock-Based Compensation"
(FAS 123), is effective for 1996 reporting. This statement addresses the
accounting for the cost of stock-based compensation, such as stock options and
restricted stock. FAS 123 permits either expensing the value of stock-based
compensation over the period earned or disclosing in the financial statement
footnotes the pro forma impact to net income as if the value of stock-based
compensation awards had been expensed. The value of awards would be measured at
the grant date based upon estimated fair value, using option pricing models. The
Company, along with affiliated companies, participates in stock option and other
stock based incentive plans sponsored by its ultimate parent. The Company has
selected the disclosure alternative that requires such pro forma disclosures to
be included in annual financial statements.
12
<PAGE> 13
In June 1996, the Financial Accounting Standards Board issued statement of
Financial Accounting Standards No. 125, "Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities" (FAS 125). FAS 125
provides accounting and reporting standards for transfers and servicing of
financial assets and extinguishments of liabilities. These standards are based
on consistent application of a financial-components approach that focuses on
control. Under that approach, after a transfer of financial assets, an entity
recognizes the financial and servicing assets it controls and the liabilities it
has incurred, derecognizes financial assets when control has been surrendered,
and derecognizes liabilities when extinguished. FAS 125 provides consistent
standards for distinguishing transfers of financial assets that are sales from
transfers that are secured borrowings. The requirements of FAS 125 would be
effective for transfers and servicing of financial assets and extinguishments of
liabilities occurring after December 31, 1996, and is to be applied
prospectively. Earlier or retroactive application is not permitted. The Company
is currently evaluating the impact of this statement.
13
<PAGE> 14
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
<TABLE>
<CAPTION>
Exhibit
No. Description Filing Method
- - ------- ----------- -------------
<S> <C> <C>
3. Articles of Incorporation and By-laws
a. Charter of 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 quarter ended September 30, 1994 (File No.
33-33691) (the "Company's September 30, 1994 10-Q").
b. By-laws of the Company as effective October 20, 1994, incorporated
by reference to Exhibit 3.02 to the Company's September 30, 1994
10-Q.
27. Financial Data Schedule Electronic
</TABLE>
(b) Reports on Form 8-K.
No Current Reports on Form 8-K were filed during the quarter ended June 30,
1996.
14
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE TRAVELERS INSURANCE COMPANY
(Registrant)
Date August 13, 1996 _____________________________________________
Ian R. Stuart
Chief Financial Officer and Chief Accounting Officer
(Principal Financial Officer)
15
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description Filing Method
- - ------- ----------- -------------
<S> <C> <C>
3. Articles of Incorporation and By-laws
a. Charter of 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 quarter ended September 30, 1994 (File No.
33-33691) (the "Company's September 30, 1994 10-Q").
b. By-laws of the Company as effective October 20, 1994, incorporated
by reference to Exhibit 3.02 to the Company's September 30, 1994
10-Q.
27. Financial Data Schedule Electronic
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE JUNE 30,
1996 FINANCIAL STATEMENTS OF THE TRAVELERS INSURANCE COMPANY AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000733076
<NAME> THE TRAVELERS INSURANCE COMPANY
<MULTIPLIER> 1,000,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<EXCHANGE-RATE> 1
<DEBT-HELD-FOR-SALE> 0
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 0
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 26,621
<CASH> 105
<RECOVER-REINSURE> 4,002
<DEFERRED-ACQUISITION> 0
<TOTAL-ASSETS> 42,350
<POLICY-LOSSES> 12,125
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 21,980
<NOTES-PAYABLE> 0
0
0
<COMMON> 100
<OTHER-SE> 5,767
<TOTAL-LIABILITY-AND-EQUITY> 42,350
690
<INVESTMENT-INCOME> 921
<INVESTMENT-GAINS> 4
<OTHER-INCOME> 152
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