TRAVELERS INSURANCE CO
10-Q, 1997-11-12
LIFE INSURANCE
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<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 SEPTEMBER 30, 1997

                                       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


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION                                                                                       Page
                                                                                                                     ----
<S>                                                                                                                 <C>
Item 1.  Financial Statements

Condensed Consolidated Statements of Income and Retained Earnings for the
Three and Nine Months Ended September 30, 1997 and 1996 (unaudited)....................................................3

Condensed Consolidated Balance Sheets as of September 30, 1997 (unaudited) and
December 31, 1996......................................................................................................4

Condensed Consolidated Statements of Cash Flows for the
Nine Months Ended September 30, 1997 and 1996 (unaudited)..............................................................5

Notes to Condensed Consolidated Financial Statements (unaudited).......................................................6

Item 2.  Management's Discussion and Analysis of
Financial Condition and Results of Operations.........................................................................10


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings............................................................................................15

Item 6.  Exhibits and Reports on Form 8-K ............................................................................15


SIGNATURES............................................................................................................16
</TABLE>

                                       2
<PAGE>   3
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
        CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
                                   (UNAUDITED)
                                  (IN MILLIONS)


<TABLE>
<CAPTION>
                                                                     THREE MONTHS ENDED                    NINE MONTHS ENDED
                                                                        SEPTEMBER 30,                         SEPTEMBER 30,
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                  1997                1996               1997               1996
<S>                                                              <C>                 <C>                <C>                <C>
REVENUES

Premiums                                                         $  374              $  342             $1,114             $1,034
Net investment income                                               515                 502              1,513              1,454
Realized investment gains                                            60                   5                 82                  9
Other revenues                                                       85                  68                258                214
- -----------------------------------------------------------------------------------------------------------------------------------
     Total Revenues                                               1,034                 917              2,967              2,711
- -----------------------------------------------------------------------------------------------------------------------------------

     BENEFITS AND EXPENSES

Current and future insurance benefits                               310                 295                944                883
Interest credited to contractholders                                210                 214                612                647
Amortization of deferred acquisition costs
   and value of insurance in force                                   74                  71                220                209
General and administrative expenses                                 109                 101                311                292
- -----------------------------------------------------------------------------------------------------------------------------------
     Total Benefits and Expenses                                    703                 681              2,087              2,031
- -----------------------------------------------------------------------------------------------------------------------------------

Income from continuing operations before
   federal income taxes                                             331                 236                880                680

Federal income taxes                                                115                  83                305                238
- -----------------------------------------------------------------------------------------------------------------------------------

Income from continuing operations                                   216                 153                575                442

Discontinued operations, net of income taxes
     Gain on disposition                                              -                  26                  -                 26
- -----------------------------------------------------------------------------------------------------------------------------------

Net income                                                          216                 179                575                468
Dividends to parent                                                (100)                (81)              (300)              (331)
Retained earnings at beginning of period                          2,630               2,351              2,471              2,312
- -----------------------------------------------------------------------------------------------------------------------------------
Retained earnings at end of period                               $2,746              $2,449             $2,746             $2,449
===================================================================================================================================
</TABLE>

            See notes to condensed consolidated financial statements.

                                       3
<PAGE>   4
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (IN MILLIONS)


<TABLE>
<CAPTION>
                                                                                 SEPTEMBER 30, 1997        DECEMBER 31, 1996
- -----------------------------------------------------------------------------------------------------------------------------
ASSETS                                                                               (UNAUDITED)
<S>                                                                              <C>                       <C>
Investments                                                                            $28,911                      $27,258
Separate and variable accounts                                                          10,997                        8,126
Reinsurance recoverable                                                                  3,783                        3,805
Other assets                                                                             3,917                        3,784
- -----------------------------------------------------------------------------------------------------------------------------
     Total Assets                                                                      $47,608                      $42,973
- -----------------------------------------------------------------------------------------------------------------------------

     LIABILITIES

Contractholder funds                                                                    14,665                       14,189
Benefit and other insurance reserves                                                    12,245                       12,299
Separate and variable accounts                                                          10,987                        8,114
Other liabilities                                                                        2,676                        2,043
- -----------------------------------------------------------------------------------------------------------------------------
     Total Liabilities                                                                  40,573                       36,645
- -----------------------------------------------------------------------------------------------------------------------------

     SHAREHOLDER'S EQUITY

Capital stock, par value $2.50; 40 million shares
   authorized, issued and outstanding                                                      100                          100
Additional paid-in capital                                                               3,181                        3,170
Retained earnings                                                                        2,746                        2,471
Unrealized investment gains, net of taxes                                                1,008                          587
- -----------------------------------------------------------------------------------------------------------------------------
     Total Shareholder's Equity                                                          7,035                        6,328
- -----------------------------------------------------------------------------------------------------------------------------

     Total Liabilities and Shareholder's Equity                                        $47,608                      $42,973
=============================================================================================================================
</TABLE>

            See notes to condensed consolidated financial statements.

                                       4
<PAGE>   5
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                  (IN MILLIONS)


<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,                                                     1997                         1996
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>                          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net cash provided by operating activities                                    $   529                      $   437
     Net cash used in discontinued operations                                           -                         (300)
- --------------------------------------------------------------------------------------------------------------------------------
     Net cash provided by operations                                                  529                          137
- --------------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from maturities of investments
         Fixed maturities                                                           1,468                        1,421
         Mortgage loans                                                               369                          549
     Proceeds from sales of investments
         Fixed maturities                                                           5,821                        7,816
         Equity securities                                                            272                          368
         Mortgage loans                                                               158                          122
         Real estate held for sale                                                     56                          195
     Purchases of investments
         Fixed maturities                                                          (8,167)                      (9,656)
         Equity securities                                                           (390)                        (434)
         Mortgage loans                                                              (463)                        (200)
         Real estate                                                                  (33)                           -
     Policy loans, net                                                                 36                          (22)
     Short-term securities sales (purchases), net                                     123                          257
     Other investments, net                                                          (117)                         (88)
     Securities transactions in course of settlement                                  205                          (11)
     Net cash provided by investing activities of discontinued
       operations                                                                       -                          309
- --------------------------------------------------------------------------------------------------------------------------------
     Net cash used in investing activities                                           (662)                         626
- --------------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Redemption of short-term debt, net                                               (50)                         (16)
     Contractholder fund deposits                                                   2,450                        1,953
     Contractholder fund withdrawals                                               (1,991)                      (2,358)
     Dividends to parent company                                                     (300)                        (331)
     Other                                                                              -                            6
- --------------------------------------------------------------------------------------------------------------------------------
     Net cash provided by (used in) financing activities                              109                         (746)
- --------------------------------------------------------------------------------------------------------------------------------
     Net increase (decrease) in cash                                                  (24)                          17
     Cash at beginning of period                                                       74                           73
- --------------------------------------------------------------------------------------------------------------------------------
     Cash at end of period                                                        $    50                      $    90
================================================================================================================================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
     Interest paid                                                                 $    1                       $    2
     Income taxes paid                                                                247                          260
================================================================================================================================
</TABLE>

            See notes to condensed consolidated financial statements.

                                       5
<PAGE>   6
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                               SEPTEMBER 30, 1997


1.   BASIS OF PRESENTATION

     The interim consolidated financial statements of The Travelers Insurance
     Company and its 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 presentation 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,
     1996.

     Effective January 1, 1997, the Company adopted Statement of Financial
     Accounting Standards No. 125, "Accounting for Transfers and Servicing of
     Financial Assets and Extinguishments of Liabilities" (FAS No. 125). FAS No.
     125 establishes accounting and reporting standards for transfers and
     servicing of financial assets and extinguishments of liabilities. These
     standards are based on an approach that focuses on control. Under this
     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 No. l25 provides
     standards for distinguishing transfers of financial assets that are sales
     from transfers that are secured borrowings. The requirements of FAS No. 125
     are effective for transfers and servicing of financial assets and
     extinguishments of liabilities occurring after December 31, 1996, and are
     to be applied prospectively. However, in December 1996 the Financial
     Accounting Standards Board (FASB) issued Statement of Financial Accounting
     Standards No. 127, "Deferral of the Effective Date of Certain Provisions of
     FASB Statement No. 125," which delays until January 1, 1998 the effective
     date for certain provisions. Adoption of FAS No. 125 prior to the effective
     date or retroactively is not permitted. The adoption of the provisions of
     FAS No. 125 effective January 1, 1997 did not have a material impact on
     results of operations, financial condition or liquidity, and the Company is
     currently evaluating the impact of the provisions whose effective date has
     been delayed until January 1, 1998.

                                       6
<PAGE>   7
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

                               SEPTEMBER 30, 1997


     In June 1997, the FASB issued Statement of Financial Accounting Standards
     No. 130, "Reporting Comprehensive Income" (FAS No. 130). FAS No. 130
     establishes standards for the reporting and display of comprehensive income
     and its components in a full set of general-purpose financial statements.
     All items that are required to be recognized under accounting standards as
     components of comprehensive income are to be reported in a financial
     statement that is displayed with the same prominence as other financial
     statements. FAS No. 130 stipulates that comprehensive income reflect the
     change in equity of an enterprise during a period from transactions and
     other events and circumstances from nonowner sources. Comprehensive income
     will thus represent the sum of net income and other comprehensive income,
     although FAS No. 130 does not require the use of the terms comprehensive
     income or other comprehensive income. The accumulated balance of other
     comprehensive income shall be displayed separately from retained earnings
     and additional paid-in capital in the statement of financial position. 
     FAS No. 130 is effective for fiscal years beginning after December 15,
     1997. The Company anticipates that the adoption of FAS No. 130 will result
     primarily in reporting unrealized gains and losses on investments in debt
     and equity securities in comprehensive income.

     In June 1997, the FASB also issued Statement of Financial Accounting
     Standards No. 131, "Disclosures About Segments of an Enterprise and Related
     Information" (FAS No. 131). FAS No. 131 establishes standards for the way
     that public enterprises report information about operating segments in
     annual financial statements and requires that selected information about
     those operating segments be reported in interim financial statements. 
     FAS No. 131 supersedes Statement of Financial Accounting Standards No. 14,
     "Financial Reporting for Segments of a Business Enterprise" (FAS No. 14).
     FAS No. 131 requires that all public enterprises report financial and
     descriptive information about its reportable operating segments. Operating
     segments are defined as components of an enterprise about which separate
     financial information is available that is evaluated regularly by the chief
     operating decision maker in deciding how to allocate resources and in
     assessing performance. FAS No. 131 is effective for fiscal years beginning
     after December 15, 1997. The Company is currently determining the impact
     of the adoption of FAS No. 131.

     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.

                                       7
<PAGE>   8
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

                               SEPTEMBER 30, 1997


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 business was exchanged for a 42% investment in The
     MetraHealth Companies, Inc. (MetraHealth). The Company's investment in
     MetraHealth was sold on October 2, 1995. The Company's discontinued
     operations reflect the results of the medical insurance business not
     transferred and the gains from the sales of these businesses. Included in
     net income from discontinued operations for the nine months ended September
     30, 1996 is the final contingency payment (received in the third quarter of
     1996) from the 1995 sale of MetraHealth.


3.   COMMERCIAL PAPER AND LINES OF CREDIT

     The Company issues commercial paper directly to investors, and had $50
     million outstanding at December 31, 1996. No commercial paper was
     outstanding at September 30, 1997. 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. Interest expense was not
     significant for the first nine months of 1997 or 1996.

     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 agreement
     consists of a five-year revolving credit facility that expires in June
     2001. At September 30, 1997, $50 million was available to the Company.
     Under this facility the Company is required to maintain certain minimum
     equity and risk-based capital levels. At September 30, 1997, the Company
     was in compliance with these provisions. There were no amounts outstanding
     under this agreement at September 30, 1997 and December 31, 1996. If the
     Company had borrowings on this facility, the interest rate would be based
     upon LIBOR plus a negotiated margin.

                                       8
<PAGE>   9
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

                               SEPTEMBER 30, 1997


4.   SHAREHOLDER'S EQUITY

     Statutory capital and surplus of the Company was $3.442 billion at December
     31, 1996. 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. The maximum
     amount of dividends available to be paid to the Company's shareholder in
     1997 without prior approval of the Connecticut Insurance Department is $507
     million. The Company paid $300 million in dividends to its parent during
     the nine months ended September 30, 1997.


5.   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
     September 30, 1997, 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.

                                       9
<PAGE>   10
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Management's narrative analysis of the results of operations is presented in
lieu of Management's Discussion and Analysis of Financial Condition and Results
of Operations, pursuant to General Instruction H(2)(a) of Form 10-Q.

CONSOLIDATED OVERVIEW
(in millions)
<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED                NINE MONTHS ENDED
                                                  SEPTEMBER 30,                    SEPTEMBER 30,
                                                1997         1996                1997          1996
                                                ----         ----                ----          ----
<S>                                            <C>           <C>                <C>           <C>
    Revenues                                   $1,034        $917               $2,967        $2,711
                                               ======        ====               ======        ======
                                                                           
    Income from continuing operations          $  216        $153               $  575        $  442
                                                                           
    Income from discontinued operations            --          26                   --            26
                                               ------        ----               ------        ------
                                                                           
    Net income                                 $  216        $179               $  575        $  468
                                               ======        ====               ======        ======
</TABLE>


OVERVIEW

The Travelers Insurance Company and its subsidiaries (the Company) operate
through two major business units:

- -    TRAVELERS LIFE AND ANNUITY offers fixed and variable deferred annuities,
     payout annuities and term, universal and variable life and long-term care
     insurance to individuals and small businesses. It also provides group
     pension products, including guaranteed investment contracts and group
     annuities for employer-sponsored retirement and savings plans. These
     products are primarily marketed through The Copeland Companies (Copeland),
     an indirect wholly owned subsidiary of the Company, the Financial
     Consultants of Smith Barney Inc., an affiliate of the Company, and a
     nationwide network of independent agents.

- -    PRIMERICA LIFE INSURANCE offers individual life products, primarily term
     insurance, to consumers through a nationwide sales force of more than
     86,000 full and part-time independent representatives.

                                       10
<PAGE>   11
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES


RESULTS OF OPERATIONS

Income from continuing operations for the three months ended September 30, 1997
and 1996 was $216 million and $153 million, respectively. Included in income
from continuing operations are net after-tax investment portfolio gains of $39
million in the third quarter of 1997 and $3 million in the third quarter of
1996. Excluding these items, income from continuing operations for the three
months ended September 30, 1997 increased 18% to $177 million, reflecting
improved performance at both business units.

The following discussion presents in more detail each unit's performance.

TRAVELERS LIFE AND ANNUITY

<TABLE>
<CAPTION>
For The Three Months Ended September 30,                              1997                         1996
- ----------------------------------------                              ----                         ----
(in millions)
<S>                                                                   <C>                          <C>
      Revenues                                                         $707                         $607
                                                                       ====                         ====

      Net income (1)                                                   $144                         $ 93
                                                                       ====                         ====
</TABLE>

- ----------
(1) Net income includes $37 million and $3 million of reported investment
    portfolio gains in 1997 and 1996, respectively.

Earnings before investment portfolio gains increased 19% to $107 million in the
third quarter of 1997 from $90 million in the third quarter of 1996. Improved
earnings were largely driven by strong investment income, as well as by growth
in annuity account balances and long term care insurance. Earnings growth
attributable to strong sales of recently introduced products, including less
capital-intensive variable life insurance and annuities, was partially offset by
the gradual decline in the amount of higher margin business written several
years ago. The majority of the annuity business and a substantial portion of the
life business written is accounted for as investment contracts, with the result
that the deposits collected are not included in revenues.

Significant sales through Copeland, the Financial Consultants of Smith Barney,
and the nationwide network of independent agents, reflect the Company's ongoing
effort to build market share by strengthening relationships in key distribution
channels. Future sales may be impacted favorably from A.M. Best Company's
recently announced upgrade of The Travelers Insurance Company's rating to A+
(Superior). This rating is not a recommendation to buy, sell or hold securities
and may be revised or withdrawn at any time.

                                       11
<PAGE>   12
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES


For deferred annuities, net written premiums and deposits were $574 million in
the third quarter of 1997, up 20% from $478 million in the third quarter of
1996. Total deferred annuity policyholder account balances and benefit reserves
at September 30, 1997 were $15.6 billion, compared to $12.6 billion at September
30, 1996.

Payout and group annuity net premiums and deposits (excluding those of
affiliates) grew by 14% to $351 million in the third quarter of 1997 from $309
million in the prior year period, reflecting significantly higher sales of
variable rate guaranteed investment contracts. Reserves and policyholder account
balances were $11.7 billion at September 30, 1997, up by $.5 billion from the
prior year, reflecting the strong sales of new variable rate guaranteed
investment contracts.

For individual life insurance, direct premiums and deposits (excluding single
premium policies) were $71.6 million in the third quarter of 1997, up 1% from
the $70.8 million in the third quarter of 1996. Face amount of individual life
insurance issued during the third quarter of 1997 was $1.5 billion, down 12%
from the $1.7 billion in the third quarter of 1996, bringing total life
insurance in force to $50.9 billion at September 30, 1997, compared to $50.0
billion a year ago.

Net written premiums for the growing long-term care insurance line reached $43.7
million in the third quarter of 1997, up from $34.4 million in the comparable
period of 1996.

PRIMERICA LIFE INSURANCE

<TABLE>
<CAPTION>
For The Three Months Ended September 30,                              1997                         1996
- ----------------------------------------                              ----                         ----
(in millions)
<S>                                                                   <C>                          <C>
      Revenues                                                         $327                         $310
                                                                       ====                         ====

      Net income (1)                                                   $ 72                         $ 60
                                                                       ====                         ====
</TABLE>

- ----------
(1) 1997 net income includes $2 million of reported investment portfolio gains.

Earnings before portfolio gains increased 17% to $70 million in the third
quarter of 1997 from $60 million in the third quarter of 1996. An increase in
investment income of 17% and a 6% decrease in claims contributed to the growth
in earnings.

Life insurance in force reached $368.1 billion, up from $357.2 billion at
September 30, 1996, and continued to reflect good policy persistency. New
term life sales were $13.1 billion, up from $12.6 billion for the prior year
period.

                                       12
<PAGE>   13
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES


TRAVELERS LIFE AND ANNUITY

<TABLE>
<CAPTION>
For The Nine Months Ended September 30,                              1997                         1996
- ---------------------------------------                              ----                         ----
(in millions)
<S>                                                                 <C>                          <C>   
      Revenues                                                      $1,991                       $1,764
                                                                    ======                       ======

      Net income (1)                                                $  364                       $  256
                                                                    ======                       ======
</TABLE>

- ----------

(1) Net income includes $51 million and $(4) million of reported investment
    portfolio gains (losses) in 1997 and 1996, respectively.

Earnings before portfolio gains (losses) increased 20% to $313 million in the
nine months ended 1997, compared to $260 million in the nine months ended 1996.
Earnings growth was driven by strong investment performance and a higher capital
base.

For deferred annuities, net written premiums and deposits were $1.776 billion in
the first nine months of 1997, up 20% from $1.475 billion in the comparable
period of 1996, reflecting increased growth in the sales of variable annuities.

Payout and group annuity net premiums and deposits (excluding those of
affiliates) grew 63% to $1.630 billion in the first nine months of 1997, from
$998 million in the prior year period.

For individual life insurance, direct premiums and deposits (excluding single
premium policies) were $211 million for the first nine months of 1997, level
with the same period of 1996. Face amount of individual life insurance issued
during the first nine months of 1997 was $4.5 billion, down from $4.9 billion in
the prior period of 1996.

Net written premiums for the growing long term care insurance line reached $130
million in the first nine months of 1997, up 39% from $93 million in the
comparable period of 1996.

                                       13
<PAGE>   14
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES


PRIMERICA LIFE INSURANCE

<TABLE>
<CAPTION>
For The Nine Months Ended September 30,                              1997                         1996
- ---------------------------------------                              ----                         ----
(in millions)
<S>                                                                  <C>                          <C> 
      Revenues                                                        $976                         $947
                                                                      ====                         ====

      Net income (1)                                                  $211                         $186
                                                                      ====                         ====
</TABLE>

- ----------
(1) Net income includes $2 million and $10 million of reported investment
    portfolio gains in 1997 and 1996, respectively.

Earnings before portfolio gains for the first nine months of 1997 increased 19%
to $209 million, compared to $176 million in the first nine months of 1996. Face
amount of new term life insurance sales was $39.2 billion in the first nine
months of 1997, compared to $38.9 billion in the prior year period.


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 September 30, 1997, the Company had adjusted
capital in excess of amounts requiring any regulatory action.

The Company is subject to various regulatory restrictions that limit the maximum
amount of dividends available to be paid to its parent without prior approval of
insurance regulatory authorities in the state of domicile. The maximum amount of
dividends available to be paid to the Company's shareholder in 1997 without
prior approval of the Connecticut Insurance Department is $507 million. The
Company has paid $300 million in dividends to its parent during the nine months
ended September 30, 1997.


FUTURE APPLICATIONS OF ACCOUNTING STANDARDS

See Note 1 of Notes to Condensed Consolidated Financial Statements for a
discussion of recently issued accounting pronouncements.

                                       14
<PAGE>   15
                           PART II - OTHER INFORMATION
ITEM 1.  LEGAL PROCEEDINGS

In October 1997, a purported class action, entitled Patterman v. The Travelers,
Inc., was remanded to the Superior Court of Richmond County, Georgia, from the
U.S. District Court for the Southern District of Georgia. The lawsuit, which was
commenced in March 1997 and then removed to federal court in April 1997,
alleges, among other things, violations of the Georgia RICO statute and other
state laws by an affiliate of the Company, Primerica Financial Services, Inc.,
and certain of its affiliates. The plaintiffs seek compensatory and punitive
damages in an unspecified amount and other relief. The Company intends to
contest the allegations.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A)  EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT NO.           DESCRIPTION                                                                           FILING METHOD
- -----------           -----------                                                                           -------------
<S>                   <C>                                                                                  <C>
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.

27.01                 Financial Data Schedule                                                               Electronic
</TABLE>








(B)  REPORTS ON FORM 8-K.

No Current Reports on Form 8-K were filed during the quarter ended September 30,
1997.

                                       15
<PAGE>   16
                                   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     November 12, 1997                  /s/ Ian R. Stuart
    -------------------------------         -----------------------------------

                                            Ian R. Stuart
                                            Chief Financial Officer and Chief
                                            Accounting Officer
                                            (Principal Financial Officer)

                                       16

<TABLE> <S> <C>

<ARTICLE> 7
<LEGEND>
This schedule contains summary financial information extracted from the
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>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               SEP-30-1997
<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>                                  28,911
<CASH>                                              50
<RECOVER-REINSURE>                               3,783
<DEFERRED-ACQUISITION>                               0
<TOTAL-ASSETS>                                  47,608
<POLICY-LOSSES>                                 12,245
<UNEARNED-PREMIUMS>                                  0
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                           25,652
<NOTES-PAYABLE>                                      0
                                0
                                          0
<COMMON>                                           100
<OTHER-SE>                                       6,935
<TOTAL-LIABILITY-AND-EQUITY>                    47,608
                                       1,114
<INVESTMENT-INCOME>                              1,513
<INVESTMENT-GAINS>                                  82
<OTHER-INCOME>                                     258
<BENEFITS>                                       1,556
<UNDERWRITING-AMORTIZATION>                        220
<UNDERWRITING-OTHER>                               311
<INCOME-PRETAX>                                    880
<INCOME-TAX>                                       305
<INCOME-CONTINUING>                                575
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       575
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>                                      0
<CUMULATIVE-DEFICIENCY>                              0
        

</TABLE>


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