SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [ 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 33-46620 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: 612-738-5590 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) (Unaudited) September 30, December 31, 1997 1996 (unaudited) ASSETS Investments Fixed maturities, at fair value (amortized cost: $2,215,855 at September 30, 1997, $2,078,438 at December 31, 1996) $ 2,282,832 $ 2,115,499 Equity securities, at fair value (cost: $82,208 at September 30, 1997, $84,144 at December 31, 1996) 106,050 106,290 Mortgage loans on real estate 591,231 582,869 Policy loans 66,712 60,722 Short-term investments 200,402 182,817 Real estate and other investments 61,865 29,628 $ 3,309,092 $ 3,077,825 Cash 0 20,474 Receivables: Uncollected premium 78,292 71,386 Reinsurance recoverable on paid and unpaid losses 12,868 12,939 Due from affiliates 1,448 0 Other 16,414 9,045 109,022 93,370 Accrued investment income 44,806 39,519 Deferred policy acquisition costs 288,169 268,075 Property and equipment, at cost, less accumulated depreciation 46,191 52,882 Deferred federal income taxes 20,132 17,008 Other assets 7,141 8,005 Assets held in separate accounts 2,949,615 2,374,718 $ 6,774,168 $ 5,951,876 See accompanying notes. FORTIS BENEFITS INSURANCE COMPANY RESERVES, LIABILITIES AND SHAREHOLDER'S EQUITY (In thousands) (Unaudited) September 30, December 31, 1997 1996 (unaudited) POLICY RESERVES AND LIABILITIES Future policy benefit reserves: Traditional life insurance $ 447,369 $ 434,378 Interest sensitive and investment products 1,265,106 1,175,480 Accident and health 843,150 834,119 2,555,625 2,443,977 Unearned premiums 11,671 12,622 Other policy claims and benefits payable 214,311 191,940 Policyholder dividends payable 8,071 8,783 2,789,678 2,657,322 Debt 25,350 0 Accrued expenses 43,187 42,223 Current income taxes payable 19,231 17,424 Other liabilities 120,104 104,834 Due to Affiliates 0 4,926 Liabilities related to separate accounts 2,917,798 2,344,474 5,915,348 5,171,203 SHAREHOLDER'S EQUITY Common stock, $5 par value, 1,000,000 shares authorized, issued and outstanding 5,000 5,000 Additional paid-in capital 468,000 468,000 Retained earnings 324,686 265,613 Unrealized gain (loss) on available-for-sale securities, net of deferred taxes of $29,795 at September 30, 1997 and $19,535 at December 31, 1996 55,344 36,290 Unrealized gain on assets held in separate accounts, net of deferred taxes of $3,007 at September 30, 1997 and $1,454 at December 31, 1996 5,790 5,770 Total Shareholder's equity 858,820 780,673 Total policy reserves, liabilities & Shareholder's equity $ 6,774,168 $5,951,876 See accompanying notes. FORTIS BENEFITS INSURANCE COMPANY STATEMENTS OF INCOME (In thousands) (Unaudited) Nine months ended September 30, 1997 1996 REVENUES Insurance operations: Traditional life insurance premiums $ 197,599 $ 193,389 Interest sensitive and investment product policy charges 56,750 58,398 Accident and health premiums 664,882 745,059 Total Insurance Revenue 919,231 996,846 Net investment income 169,227 151,921 Realized gains (losses) on investments 29,678 9,499 Other income 26,529 24,844 TOTAL REVENUES 1,144,665 1,183,110 BENEFITS AND EXPENSES Benefits to policyholders: Traditional life insurance 157,152 168,167 Interest sensitive and investment products 77,004 79,392 Accident and health 518,497 603,498 752,653 851,057 Policyholder dividends 1,931 2,792 Amortization of deferred policy acquisition costs 30,099 30,026 Insurance commissions 75,119 73,454 General and administrative expenses 193,981 183,572 TOTAL BENEFITS AND EXPENSES 1,053,783 1,140,901 INCOME BEFORE INCOME TAXES 90,882 42,209 INCOME TAX EXPENSE (BENEFITS) Current 37,974 19,794 Deferred (6,165) (5,021) 31,809 14,773 NET INCOME $ 59,073 $ 27,436 See accompanying notes. FORTIS BENEFITS INSURANCE COMPANY STATEMENTS OF INCOME (In thousands) (Unaudited) Three months ended September 30, 1997 1996 REVENUES Insurance operations: Traditional life insurance premiums $ 67,138 $ 64,118 Interest sensitive and investment product policy charges 18,919 27,227 Accident and health premiums 222,971 240,260 Total Insurance Revenue 309,028 331,605 Net investment income 57,269 51,538 Realized gains (losses) on investments 12,585 3,807 Other income 9,777 7,816 TOTAL REVENUES 388,659 394,766 BENEFITS AND EXPENSES Benefits to policyholders: Traditional life insurance 52,985 51,734 Interest sensitive and investment products 25,068 32,085 Accident and health 170,117 193,430 248,170 277,249 Policyholder dividends (283) 904 Amortization of deferred policy acquisition costs 10,769 9,866 Insurance commissions 24,267 22,624 General and administrative expenses 67,952 61,677 TOTAL BENEFITS AND EXPENSES 350,875 372,320 INCOME BEFORE INCOME TAXES 37,784 22,446 INCOME TAX EXPENSE (BENEFITS) Current 13,540 12,372 Deferred ( 316) (4,515) 13,224 7,857 NET INCOME $ 24,560 $ 14,589 See accompanying notes. FORTIS BENEFITS INSURANCE COMPANY STATEMENTS OF CASH FLOW (In thousands) (Unaudited) Nine months ended September 30, 1997 1996 OPERATING ACTIVITIES Net income $ 59,073 $ 27,436 Adjustments to reconcile net income to net cash provided by operating activities: Increase (decrease)in future policy benefit reserves for traditional and interest sensitive products 41,325 (102,268) Increase (decrease)in other policy claims, benefits and policyholder dividends payable 21,659 (5,335) Provision for deferred federal income taxes (14,937) (5,020) Increase (decrease) in income taxes payable 1,807 (14,977) Amortization of policy acquisition costs 30,099 30,026 Policy acquisition costs deferred (52,527) (49,919) Provision for depreciation 11,473 12,341 Amortization of investment premiums, net 110 2,040 Change in uncollected premiums, accrued investment income, other receivables, unearned premiums, accrued expenses, and other liabilities 14,905 (53,686) Realized gains on investments (29,678) (9,499) Other (113) (6,626) NET CASH PROVIDED BY OPERATING ACTIVITIES 83,196 (175,487) INVESTING ACTIVITIES Purchases of fixed maturity investments (3,153,125) (2,063,048) Sales or maturities of fixed maturity investments 3,023,857 2,048,551 Decrease (increase) in short-term investments 1,997,592 (724) Purchase of other investments (2,190,370) (37,816) Sales or maturities of other investments 153,380 41,146 Purchase of property and equipment (5,327) (7,230) Other - (2,809) NET CASH USED BY INVESTING ACTIVITIES (173,993) (21,930) FINANCING ACTIVITIES Activities related to investment products: Considerations received 159,741 157,381 Surrenders and death benefits (129,279) (36,918) Interest credited to policyholders 39,861 46,465 NET CASH PROVIDED BY FINANCING ACTIVITIES 70,323 166,928 DECREASE IN CASH (20,474) (30,489) Cash and cash equivalents at beginning of period 20,474 1 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 0 $ (30,488) See accompanying notes. /TABLE FORTIS BENEFITS INSURANCE COMPANY Notes to Financial Statements September 30, 1997 (unaudited) General: The accompanying unaudited financial statements of Fortis Benefits Insurance Company contain all adjustments necessary to present fairly the balance sheet as of September 30, 1997 and the related statement of income for the nine months ended September 30, 1997 and 1996, and cash flows for the nine months ended September 30,1997 and 1996. Income tax payments for the nine months ended September 30,1997 and September 30, 1996 were $44,955,000 and $34,345,382, 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 September 30, 1997, 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 September 30, 1997 (in thousands): Gross Gross Amortized Unrealized Unrealized Fair Cost Gain Loss Value Fixed Income Securities: Governments $ 150,954 $ 6,035 $ 21 $ 156,968 Public Utilities 124,401 4,306 20 128,687 Industrial and miscellaneous 1,900,192 56,801 1,336 1,955,657 Other 40,308 1,212 0 41,520 Total 2,215,855 68,354 1,377 2,282,832 Equity Securities 82,208 26,797 2,955 106,050 $2,298,063 $ 95,151 $ 4,332 $2,388,882 The amortized cost and fair value of fixed maturities at September 30, 1997, by contractual maturity, are shown below (in thousands). Expected maturities will differ FORTIS BENEFITS INSURANCE COMPANY Notes to Financial Statements September 30, 1997 (unaudited) 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 $ 34,039 $ 34,248 Due after one year through five years 826,913 841,863 Due after five years through ten years 523,831 539,553 Due after ten years 831,072 867,168 $ 2,215,855 $ 2,282,832 Proceeds from sales and maturities of investments in fixed maturities in the nine-month period ended September 30,1997 were $3,016,417,731, and $7,439,000 respectively. Gross gains of $24,805,704 and gross losses of $16,538,983 were realized on sales. Mortgage Loans: The Company has issued commercial mortgage loans on properties located throughout the country. Currently, approximately 37% of outstanding principal is concentrated in the states of Florida, California and New York. 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 Sept.30, 1997 (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 nine months of each year were as follows (in thousands): Investment Realized Gain (Loss) Income on Investments 1997 1996 1997 1996 Fixed maturities $118,995 $105,760 $ 8,267 $ (3,425) Preferred stocks 233 173 622 257 Common stocks 6,837 4,828 20,735 9,946 Mortgage loans on real estate 40,970 39,637 ( 8) (144) Policy loans 3,116 2,512 0 0 Short-term investments 2,088 4,278 0 57 Real estate and other investments 2,483 1,594 62 2,808 174,722 158,782 $ 29,678 $ 9,499 Expenses (5,495) (6,862) $169,227 $151,920 Management's Discussion and Analysis of Financial Condition and Results of Operations Sept. 30, 1997 Compared to Sept. 30, 1996 Revenues Traditional life insurance premiums of Fortis Benefits (the "Company"), principally composed of group life coverages, increased in the first three quarters of 1997 over the same period in 1996 due to increased sales. Interest sensitive and investment product policy charges, which consist primarily of cost of insurance charges, increased 23% in the first three quarters of 1997 compared to the same period in 1996. Continued sales of interest sensitive and investment products has steadily increased the policy base on which these charges are assessed. Total accident and health premiums decreased in the first three quarters of 1997 compared to the same period in 1996 primarily due to: 1) a decision made in 1996 to discontinue new sales of certain medical products; and, 2) sales of the remaining group medical business has decreased 8%. The decreases above are partially offset by a 7% increase in group disability and dental product sales. The Company continues to match investment portfolio composition to liquidity needs and capital requirements. Changes in interest rates during 1997 and 1996 resulted in recognition of realized gains and losses. Benefits The Company's group life benefits which are included in the traditional life benefits were lower in the first three quarters of 1997 compared to the same period in 1996 as a result of improved mortality in the first three quarters of 1997. Interest sensitive and investment product benefits for the nine month period ended September 30, 1997 decreased 3% from the same period in 1996. This decrease was the result of lower mortality experience in 1997 compared to 1996. The accident and health claims to premium ratio improved from nine months ended September 30, 1996 to the same period in 1997 primarily due to the improved claim experience. Expenses The commission rates have increased from the levels at September 30, 1996. This is primarily due to the change in the mix of business by product line as well as the change in first year versus renewal premiums. Interest sensitive and investment products commission increased 3% in the first nine months in 1997 compared to the same period in 1996. The Company deferred $48.1 million of these commissions in the first three quarters of 1997, compared to $46.9 million in the same period in 1996. The additional commission and deferral is the result of an increase in sales of the company's variable life product and variable annuity products. The Company's expenses in the first three quarters of 1997 have increased over the same period in 1996. Contributing to this increase are expenses associated with enabling the application systems to be year 2000 compliant. Group dental operations are beginning managed dental initiatives that have also contributed to the expense increases. Expense reductions relating to the discontinued group medical business have continued but the expense decreases have slowed in comparison to the premium decreases. Liquidity and Capital Resources The liquidity requirements of the Company have been met by funds provided from operations, investment income and additional paid in capital from the Company's parent and sole shareholder. Funds are principally used to provide for policy benefits, operating expenses, commissions and investment purchases. The impact of the declining inforce medical business has been considered in evaluating the Company's future liquidity needs. The Company expects its operating activities and additional paid in capital from the Company's parent to generate sufficient funds. The NAIC 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 risk-based capital amount which is then compared to a company's actual total adjusted capital. Based upon current calculation 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 has no long or short term debt. The Company's fixed maturity investments consisted of 96% investment grade bonds as of September 30, 1997 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 None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K a. None b. No Forms 8-K have been filed during the quarter for which this report is filed. 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. Fortis Benefits Insurance Company (Registrant) Date: November 13, 1997 /s/ Michael J. Peninger Senior Vice President, Controller and Treasurer (on behalf of the Registrant and as its principal financial and chief accounting officer)