SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2000 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 33-46620 FORTIS BENEFITS INSURANCE COMPANY (Exact name of registrant as specified in its charter) MINNESOTA (State or other jurisdiction of incorporation or organization) 81-0170040 (IRS Identification No.) 500 BIELENBERG DRIVE, WOODBURY, MN 55125 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: 651-738-4000 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 FORTIS BENEFITS INSURANCE COMPANY BALANCE SHEETS (In thousands, except share data) June 30, December 31, 2000 1999 (unaudited) Assets Investments: Fixed maturities, at fair value (amortized Cost 2000--$2,662,313; 1999-- $2,802,697) $2,548,887 $2,706,372 Equity securities, at fair value (cost 2000- - -$93,237; 96,530 85,021 1999--$81,554) Mortgage loans on real estate, less allowance for 761,221 754,514 possible losses (2000 and 1999--$11,085) Policy loans 92,050 83,439 Short-term investments 119,202 115,527 Real estate and other investments 39,998 47,502 3,657,888 3,792,375 Cash and cash equivalents (49,986) 18,670 Receivables: Uncollected premiums 63,783 62,938 Reinsurance recoverable on unpaid and paid 43,478 23,471 losses Other 34,117 19,406 141,378 105,815 Accrued investment income 55,869 55,464 Deferred policy acquisition costs 435,509 430,192 Property and equipment at cost, less accumulated 22,483 25,118 depreciation Deferred federal income taxes 64,529 52,467 Other assets 1,697 1,582 Due from affiliates - 8,304 Assets held in separate accounts 5,465,019 5,120,152 Total assets $9,794,386 $9,610,139 FORTIS BENEFITS INSURANCE COMPANY RESERVES, LIABILITIES AND SHAREHOLDER'S EQUITY (In thousands, except per share amounts) June 30, December 31, 2000 1999 (unaudited ) Policy reserves, liabilities and shareholders' equity Policy reserves and liabilities: Future policy benefit reserves: Traditional life insurance $1,131,194 $1,106,269 Interest sensitive and investment products 1,040,229 1,147,657 Accident and health 959,014 940,865 3,130,437 3,194,791 Unearned revenues 28,606 28,673 Other policy claims and benefits payable 245,303 265,486 Policyholder dividends payable 7,441 7,939 3,411,787 3,496,889 Accrued expense 53,560 59,409 Current income taxes payable 2,069 1,838 Other liabilities 70,259 120,110 Due to affiliates 4,870 - Liabilities related to separate accounts 5,427,191 5,082,341 Total policy reserves and liabilities 8,969,736 8,760,587 Shareholder's equity: Common Stock, $5 par value: Authorized, issued and outstanding shares - 5,000 5,000 1,000,000 Additional paid-in capital 468,000 468,000 Retained earnings 418,850 427,811 Unrealized (loss) on available-for-sale securities (net of deferred taxes 2000-- $(37,032); 1999--$31,077) (68,774) (57,715) Unrealized (loss) gain on assets held in separate accounts (net of deferred taxes 2000-- $848; 1999--$3,476) 1,574 6,456 Total shareholder's equity 824,650 849,552 Total policy reserves, liabilities and $9,794,386 $9,610,139 shareholder's equity See accompanying notes. FORTIS BENEFITS INSURANCE COMPANY STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (In thousands) (Unaudited) Six Months Ended June 30, 2000 1999 Revenues Insurance operations: Traditional life insurance premiums $208,162 $131,614 Interest sensitive and investment 51,912 47,447 product policy charges Accident and health insurance premiums 476,487 502,974 736,561 682,035 Net investment income 141,250 111,389 Net realized (losses) gains on (4,789) 12,069 investments Other income 33,273 25,449 Total revenues 906,295 830,942 Benefits and expenses Benefits to policyholders: Traditional life insurance 160,446 97,296 Interest sensitive and investment 45,043 45,336 products Accident and health claims 381,918 414,809 587,407 557,441 Policyholder dividends - 1,726 Amortization of deferred policy 31,048 18,254 acquisition costs Insurance commissions 64,272 50,871 General and administrative expenses 162,832 165,950 Total benefits and expenses 845,559 794,242 Income before income taxes 60,736 36,700 Income tax expense (benefit) Current 23,928 9,411 Deferred (3,517) 2,489 20,411 11,900 Net income 40,325 24,800 Other comprehensive loss: Unrealized loss on investments (15,941) (71,083) Comprehensive income (loss) $ $ (46,283) 24,384 See accompanying notes. FORTIS BENEFITS INSURANCE COMPANY STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (In thousands) (Unaudited) Three Months Ended June 30, 2000 1999 Revenues Insurance operations: Traditional life insurance premiums $106,447 $ 65,461 Interest sensitive and investment product policy charges 25,635 23,576 Accident and health insurance premiums 237,197 251,812 369,279 340,849 Net investment income 69,211 55,782 Net realized gains (losses) on 6,759 (990) investments Other income 17,537 12,996 Total revenues 462,786 408,637 Benefits and expenses Benefits to policyholders: Traditional life insurance 77,442 46,883 Interest sensitive and investment 21,724 21,381 products Accident and health claims 194,517 201,657 293,683 269,921 Policyholder dividends (441) 699 Amortization of deferred policy 20,472 9,121 acquisition costs Insurance commissions 33,163 23,261 General and administrative expenses 72,705 88,312 Total benefits and expenses 419,582 391,314 Income before income taxes 43,204 17,323 Income tax expense (benefit) Current 10,408 5,736 Deferred 4,014 (618) 14,422 5,118 Net income 28,782 12,205 Other comprehensive income loss: Unrealized loss on investments (21,420) (33,684) Comprehensive income (loss) $ 7,362 $ (21,479) See accompanying notes. FORTIS BENEFITS INSURANCE COMPANY STATEMENT OF CASH FLOWS (In thousands) (Unaudited) Six Months Ended June 30, 2000 1999 Operating activities Net income $ 40,325 $ 24,800 Adjustments to reconcile net income to net cash provided by operating activities: Increase in future policy benefit reserves59,135 42,489 (Decrease) increase in other policy claims and benefits and policyholder dividends (20,748) 3,291 payable Provision for deferred federal income taxes(3,517) 2,489 Increase in income taxes payable 231 1,611 Amortization of deferred policy acquisition31,048 18,254 costs Policy acquisition costs deferred (36,105) (45,003) Provision for depreciation 7,461 4,212 Amortization of investment premiums, net 29 76 Change in uncollected premiums, accrued investment income, reinsurance recoverable, other receivables, other (78,609) (22,079) assets, accrued expenses, and other liabilities Net realized losses (gains) on investments 4,789 (12,069) Net cash provided by operating activities 4,039 18,071 Investing activities Purchases of fixed maturity investments (570,364) (1,023,173) Sales or maturity of fixed maturity 695,058 1,047,529 investments Increase in short-term investments (3,674) (6,664) Purchases of other investments (100,138) (217,763) Sales or maturities of other investments 84,024 175,582 Purchase of property and equipment (4,826) (340) Net cash provided by (used in) investing 100,080 (24,829) activities Financing activities Activities related to investment products: Considerations received 120,965 131,094 Surrenders and death benefits (261,631) (193,860) Interest credited to policyholders 17,177 20,626 Dividend (49,286) - Net cash used in financing activities (172,775) (42,140) Decrease in cash and cash equivalents (68,656) (48,898) Cash and cash equivalents at beginning of 18,670 668 year Cash and cash equivalents at end of period $ (49,986) $ (48,230) See accompanying notes. FORTIS BENEFITS INSURANCE COMPANY Notes to Financial Statements June 30, 2000 (unaudited) General: The accompanying unaudited financial statements of Fortis Benefits Insurance Company contain all adjustments necessary to present fairly the balance sheet as of June 30, 2000 and the related statement of income for the six months ended June 30, 2000 and 1999, and cash flows for the six months ended June 30, 2000 and 1999. Income tax payments for the six months ended June 30, 2000 and June 30, 1999 were $23,697,000 and $7,800,000, respectively. The classification of fixed maturity investments is to be made at the time of purchase and, prospectively, that classification is expected to be reevaluated as of each balance sheet date. At June 30, 2000, all fixed maturity and equity securities are classified as available-for-sale and carried at fair value. The amortized cost and fair values of investments available-for sale were as follows at June 30, 2000 (in thousands): Gross Gross Amortized UnrealizedUnrealized Fair Cost Gain Loss Value Fixed Income Securities: Governments $ $ 1,046 $ 1,617 $ 175,086 174,515 Public utilities 232,036 213 10,082 222,167 Industrial and miscellaneous 2,067,282 3,357 101,311 1,969,328 Other 187,909 370 5,402 182,877 Total 2,662,313 4,986 118,412 2,548,887 Equity securities 93,237 7,407 4,114 96,530 $2,755,550 $12,393 $122,526 $2,645,417 FORTIS BENEFITS INSURANCE COMPANY Notes to Financial Statements June 30, 2000 (unaudited) The amortized cost and fair value in fixed maturities at June 30, 2000, by contractual maturity, are shown below (in thousands). Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Amortized Fair Cost Value Due in one year or less $ $ 132,363 131,341 Due after one year through five years 629,032 609,800 Due after five years through ten years 787,337 754,102 Due after ten years 1,113,581 1,053,644 Total $2,662,313 $2,548,887 Proceeds from sales and maturities of investments in fixed maturities in the six-month period ended June 30, 2000 and June 30, 1999 were $695,058,000 and $1,047,529,000 respectively. Gross gains of $3,212,000 and $9,882,000 and gross losses of $20,542,000 and $11,344,000 were realized on sales during the six month period ended June 30, 2000 and 1999, respectively. Mortgage Loans: The Company has issued commercial mortgage loans on properties located throughout the country. Currently, approximately 34% of outstanding principal is concentrated in the states of New York, California and Florida. The Company has a diversified loan portfolio with a small average size, which greatly reduces any loss exposure. The Company has established a reserve for mortgage loans. . FORTIS BENEFITS INSURANCE COMPANY Notes to Financial Statements June 30, 2000 (unaudited) Net Investment Income and Realized Gains (Losses) on Investments: Major categories of net investment income and realized gains and losses on investments for the first six months of each year were as follows (in thousands): Realized Gain(Loss) Investment Income on Investments 2000 1999 2000 1999 Fixed maturities $ 99,296 $ 78,475 $ (17,330) $ (1,463) Preferred stocks - 7 - 3 Common stocks 7,347 3,953 2,771 13,516 Mortgage loans on real 33,164 27,541 - - estate Policy loans 3,272 2,564 - - Short-term investments 230 480 - - Real estate and other 1,042 1,271 9,770 13 investments 144,351 114,291 $ $12,069 (4,789) Expenses 3,101 2,902 $141,250 $111,389 Fortis Benefits Insurance Company Management's Discussion and Analysis of Financial Condition and Results of Operations June 30, 2000 Compared to June 30, 1999 Revenues The Company's major products are group disability and dental, group medical, group life, and annuity and individual life insurance coverages sold through a network of independent agents and brokers. In the fourth quarter of 1999, the Company assumed a block of business from an affiliated company, United Family Life Insurance Company. This assumed business is primarily pre-need life insurance designed to pre-fund funeral expenses and is sold as individual and group life and annuity products. Pre-need business represents $71 million in gross premium in the first half of 2000. For the six months ended June 30, group disability and dental, group medical, group life, pre-need, and annuity and individual life represented 39%, 25%, 18%, 10% and 8%, respectively of premium in 2000 and 39%, 34%, 19%, 0% and 8% respectively in 1999. The Company continues to match investment portfolio composition to liquidity needs and capital requirements. Changes in interest rates during 2000 and 1999 resulted in recognition of realized gains and losses upon sales of securities. The Company had net capital losses from fixed income investments of $17,330,000 for the first six months of 2000 as compared to net capital losses of $1,463,000 for the same period in 1999. Benefits The total year-to-date policyholder benefit to premium ratio decreased to 80% in 2000 from 82% in 1999. The group disability and dental, group medical, group life, pre-need, and annuity and individual life benefit to premium ratios for the six months ended June 30, were 83%, 77%, 67%, 101% and 78% respectively in 2000 and 85%, 81%, 72%, 0% and 98% respectively in 1999. Group long term disability continues to see an increase in claim terminations. The group medical business experienced a lower premium to benefit ratio due to rate increases and better management of claims. Group life had improved mortality in 2000. The pre-need business did not exist at the end of second quarter 1999 as it was assumed from an affiliated Company during the last quarter of 1999. The annuity and individual life business experienced strong market performance in addition to lower interest crediting on the Company's interest sensitive and investment products. Expenses Commission rates have increased from the levels in 1999. This is primarily due to changes in the mix of business by product lines as well as the change in first year versus renewal premiums. The Company's general and administrative expense to premium ratio decreased to 22.0% in the second quarter of 2000 from 24.3% in 1999. Lower general administrative expenses relative to premium associated with the newly assumed pre-need business is partially responsible for the decrease. General cost monitoring and efficiencies accounts for the remainder of the decrease. The Company continues to monitor expenses, striving to improve the expense to premium ratio, while maintaining quality and timely services to policyholders. Market Risk and Risk Management Interest rate risk is the Company's primary market risk exposure. Substantial and sustained increases and decreases in market interest rates can affect the profitability of insurance products and market value of investments. The yield realized on new investments generally increases or decreases in direct relationship with interest rate changes. The market value of the Company's fixed maturity and mortgage loan portfolios generally increases when interest rates decrease, and decreases when interest rates increase. Interest rate risk is monitored and controlled through asset/liability management. As part of the risk management process, different economic scenarios are modeled, including cash flow testing required for insurance regulatory purposes, to determine that existing assets are adequate to meet projected liability cash flows. A major component of the Company's asset/liability management program is structuring the investment portfolio with cash flow characteristics consistent with the cash flow characteristics of the Company's insurance liabilities. The Company uses computer models to perform simulations of the cash flow generated from existing insurance policies under various interest rate scenarios. Information from these models is used in the determination of interest crediting strategies and investment strategies. The asset/liability management discipline includes strategies to minimize exposure to loss as market interest rates change. On the basis of these analyses, management believes there is no material solvency risk to the Company with respect to interest rate movements up or down of 100 basis points from year-end levels. Equity market risk exposure is not significant. Equity investments in the general account are not material enough to threaten solvency and contract owners bear the investment risk related to the variable products. Therefore, the risks associated with the investments supporting the variable separate accounts are assumed by contract owners, not by the Company. The Company provides certain minimum death benefits that depend on the performance of the variable separate accounts. Currently the majority of these death benefit risks are reinsured which then protects the Company from adverse mortality experience and prolonged capital market decline. Year 2000 The Company utilizes computer systems to process Company businesses. Fortis Inc., the Company's parent ("Fortis"), created a Year 2000 Project Office which was dedicated to ensuring that all of the systems for Fortis and its subsidiaries and affiliates were ready for year 2000. The estimated total cost of the Fortis Year 2000 Project was approximately $85 million. The cost of the Company's portion is estimated at $28.6 million. Approximately $1.4 million was expensed by the Company in 2000. As of December 20, 1999, 100% of the computer system lines of code that had been identified were renovated and tested and were ready for year 2000. Although there have been several minor matters, as of March 31, 2000, no significant disruptions resulting from the century date change have been detected. The Company will continue to monitor the status of and exposure to any potential Year 2000 issues. Liquidity and Capital Resources The market value of cash, short-term investments and publicly traded bonds and stocks is at least equal to all policyholder reserves and liabilities. The Company's portfolio is readily marketable and convertible to cash to a degree sufficient to provide for short-term needs. The Company consistently monitors its liability durations and invests assets accordingly. The Company has no material commitments or off-balance sheet financing arrangements, which would reduce sources of funds in the upcoming year. The National Association of Insurance Commissioners has implemented risk-based capital standards to determine the capital requirements of a life insurance company based upon the risks inherent in its operations. These standards require the computation of a risk-based capital amount which is then compared to a company's actual total adjusted capital. Based upon current calculations using these risk-based capital standards, the Company's percentage of total adjusted capital is in excess of ratios, which would require regulatory attention. The Company's fixed maturity investments consisted of 98% investment grade bonds as of June 30, 2000 and the Company does not expect this percentage to change significantly in the future. PART II. OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders a. On April 28, 2000, the annual Fortis Benefits Insurance Company Shareholder Meeting was held. b. All 1,000,000 outstanding shares or the Company's common stock were cast for the election of each director (J. Kerry Clayton, (Chairman), Arie A. Fakkert, Alan W. Feagin, Dean C. Kopperud, Michael J. Peninger, Robert B. Pollock). Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K a. None b. Form 8-K report filed June 1, 2000 disclosing that PriceWaterhouseCoopers replaced Ernst & Young as independent auditors of the registrant effective June 1, 2000. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on it's behalf by the undersigned thereunto duly authorized. Fortis Benefits Insurance Company (Registrant) Date: August 11, 2000 /s/ Larry Cains Larry Cains Controller and Treasurer (on behalf of the Registrant and as its principal financial and chief accounting officer)