SECURITIES AND EX CHANGE 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, 1998 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 per share amounts) September 30, December 31, 1998 1997 (unaudited) ASSETS Investments Fixed maturities, at fair value (amortized cost 1998--$2,265,578; 1997--$2,325,589) $2,383,784 $2,415,915 Equity securities, at fair value (cost 1998--$129,946; 1997--$88,719) 128,789 109,832 Mortgage loans on real estate, less allowance for possible losses (1998 and 1997--$11,085) 619,615 602,064 Policy loans 74,729 68,566 Short-term investments 78,831 70,537 Real estate and other investments 77,499 55,035 3,363,247 3,321,949 Cash and cash equivalents (26,411) 9,901 Receivables: Uncollected premium 77,354 74,220 Reinsurance recoverable on paid and unpaid losses 16,888 13,852 Due from affiliates 1,028 - Other 15,529 19,762 110,799 107,834 Accrued investment income 45,695 47,376 Deferred policy acquisition costs 312,639 291,742 Property and equipment, at cost, less accumulated depreciation 33,060 42,773 Deferred federal income taxes 15,595 15,037 Other assets 6,073 4,250 Assets held in separate accounts 3,200,004 2,978,622 TOTAL ASSETS $7,060,701 $6,819,484 See accompanying notes. FORTIS BENEFITS INSURANCE COMPANY RESERVES, LIABILITIES AND SHAREHOLDER'S EQUITY (In thousands, except per share amounts) September 30, December 31, 1998 1997 (unaudited) POLICY RESERVES AND LIABILITIES: Future policy benefit reserves: Life insurance $ 449,846 $ 449,017 Interest sensitive and investment products 1,243,434 1,264,227 Accident and health 835,469 792,249 2,528,749 2,505,493 Unearned premiums 11,132 10,653 Other policy claims and benefits payable 252,506 260,596 Policyholder dividends payable 8,374 8,197 2,800,761 2,784,939 Debt 45,672 26,433 Accrued expenses 50,070 49,909 Current income taxes payable 3,762 10,549 Other liabilities 84,226 113,222 Due to affiliates - 6,925Liabilities related to separate accounts 3,169,728 2,947,401 Total policy reserves and liabilities 6,154,219 5,939,378 SHAREHOLDER'S EQUITY: Common stock, $5 par value: Authorized, issued and outstanding shares-- 1,000,000 5,000 5,000 Additional paid-in capital 468,000 468,000 Retained earnings 360,219 332,723 Unrealized gain on available-for-sale securities (net of deferred taxes 1998-- $39,843; 1997--$38,463) 71,276 68,981 Unrealized gain on assets held in separate accounts (net of deferred taxes 1998--$(535); 1997--$1,345 1,987 5,402 Total Shareholder's equity 906,482 880,106 Total policy reserves, liabilities & Shareholder's equity $7,060,701 $6,819,484 See accompanying notes. FORTIS BENEFITS INSURANCE COMPANY STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (In thousands) (Unaudited) Nine months ended September 30, 1998 1997 REVENUES Insurance operations: Life insurance premiums $193,002 $197,599 Interest sensitive and investment product policy charges 63,533 56,750 Accident and health premiums 705,467 664,882 Total Insurance Revenue 962,002 919,231 Net investment income 176,177 169,227 Net realized gains on investments 46,136 29,678 Other income 33,742 26,529 TOTAL REVENUES 1,218,057 1,144,665 BENEFITS AND EXPENSES Benefits to policyholders: Life insurance 141,304 157,152 Interest sensitive and investment products 71,118 77,004 Accident and health 584,640 518,497 797,062 752,653 Policyholder dividends 2,835 1,931 Amortization of deferred policy acquisition costs 30,883 30,099 Insurance commissions 80,040 75,119 General and administrative expenses 226,475 193,981 TOTAL BENEFITS AND EXPENSES 1,137,295 1,053,783 INCOME BEFORE INCOME TAXES 80,762 90,882 INCOME TAX EXPENSE (BENEFITS) Current 28,325 37,974 Deferred (58) (6,165) 28,267 31,809 NET INCOME 52,495 59,073 OTHER COMPREHENSIVE LOSS: Unrealized loss on investments (1,120) 19,073 COMPREHENSIVE INCOME $ 51,375 $ 78,146 See accompanying notes. FORTIS BENEFITS INSURANCE COMPANY STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (In thousands) (Unaudited) Three months ended September 30, 1998 1997 REVENUES Insurance operations: Life insurance premiums $ 64,941 $67,138 Interest sensitive and investment product policy charges 20,631 18,919 Accident and health premiums 241,434 222,971 Total Insurance Revenue 327,006 309,028 Net investment income 57,064 57,269 Net realized gains on investments 5,117 12,585 Other income 11,210 9,777 TOTAL REVENUES 400,397 388,659 BENEFITS AND EXPENSES Benefits to policyholders: Life insurance 46,278 52,985 Interest sensitive and investment products 23,236 25,068 Accident and health 200,771 170,117 270,285 248,170 Policyholder dividends 801 (283) Amortization of deferred policy acquisition costs 4,987 10,769 Insurance commissions 28,350 24,267 General and administrative expenses 74,170 67,952 TOTAL BENEFITS AND EXPENSES 378,593 350,875 INCOME BEFORE INCOME TAXES 21,804 37,784 INCOME TAX EXPENSE (BENEFITS) Current 4,221 13,540 Deferred 3,393 (316) 7,614 13,224 NET INCOME 14,190 24,560 OTHER COMPREHENSIVE INCOME (LOSS): Unrealized gain (loss) on investments 6,984 29,328 COMPREHENSIVE INCOME $ 21,174 $ 53,888 See accompanying notes. FORTIS BENEFITS INSURANCE COMPANY STATEMENTS OF CASH FLOW (In thousands) (Unaudited) Nine months ended September 30, 1998 1997 OPERATING ACTIVITIES Net income $ 52,495 $ 59,073 Adjustments to reconcile net income to net cash provided by operating activities: Increase in future policy benefit reserves 64,625 41,325 Increase (decrease)in other policy claims, benefits and policyholder dividends payable (7,434) 21,659 Provision for deferred federal income taxes (58) (14,937) Increase (decrease) in income taxes payable (6,787) 1,807 Amortization of policy acquisition costs 30,883 30,099 Policy acquisition costs deferred (53,706) (52,527) Provision for depreciation 14,924 11,473 Amortization of investment premiums(discounts), net (2,757) 110 Change in uncollected premiums, accrued investment income, reinsurance recoverable, other receivables, other assets, debt, accrued expenses, and other liabilities (38,816) 14,905 Realized gains on investments (46,132) (29,678) Other - (113) NET CASH PROVIDED BY OPERATING ACTIVITIES 7,237 83,196 INVESTING ACTIVITIES Purchases of fixed maturity investments (1,655,160) (3,153,125) Sales or maturities of fixed maturity investments 1,745,599 3,023,857 Decrease (increase) in short-term investments (8,295) 1,997,592 Purchase of other investments (340,244) (2,190,370) Sales or maturities of other investments 268,056 153,380 Purchase of property and equipment (164) (5,327) NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES 9,792 (173,993) FINANCING ACTIVITIES Activities related to investment products: Considerations received 152,413 159,741 Surrenders and death benefits (243,419) (129,279) Interest credited to policyholders 37,665 39,861 NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES (53,341) 70,323 INCREASE IN CASH (36,312) (20,474) Cash and cash equivalents at beginning of period 9,901 20,474 CASH AND CASH EQUIVALENTS AT END OF PERIOD $(26,411) $ 0 See accompanying notes. /TABLE FORTIS BENEFITS INSURANCE COMPANY Notes to Financial Statements September 30, 1998 (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, 1998 and the related statement of income for the nine months ended September 30, 1998 and 1997, and cash flows for the nine months ended September 30, 1998 and 1997. Income tax payments for the nine months ended September 30,1998 and September 30, 1997 were $35,112,000 and $44,955,000, 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 September 1998, 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, 1998 (in thousands): Gross Gross Amortized Unrealized Unrealized Fair Cost Gain Loss Value Fixed Income Securities: Governments $ 277,560 $ 15,937 $ - $ 293,497 Public Utilities 172,861 8,505 2,069 179,297 Industrial and miscellaneous 1,735,949 96,813 3,984 1,828,778 Other 79,208 3,004 - 82,212 Total 2,265,578 124,259 6,053 2,383,784 Equity Securities 129,946 8,353 9,510 128,789 $2,395,524 $132,612 $15,563 $2,512,573 FORTIS BENEFITS INSURANCE COMPANY Notes to Financial Statements September 30, 1998 (unaudited) The amortized cost and fair value of fixed maturities at September 30, 1998, 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 $ 127,172 $ 128,115 Due after one year through five years 834,212 859,918 Due after five years through ten years 563,635 599,596 Due after ten years 740,559 796,155 $2,265,578 $2,383,784 Proceeds from sales and maturities of investments in fixed maturities in the nine month period ended September 30,1998 were $1,745,599,000, and $20,033,000 respectively. Gross gains of $34,118,000 and $24,806,000 and gross losses of $6,438,000 and $16,539,000 were realized on the sales during the nine month period ended September 30, 1998 and 1997, respectively. Mortgage Loans: The Company has issued commercial mortgage loans on properties located throughout the country. Currently, approximately 36% 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 September 30, 1998 (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 1998 1997 1998 1997 Fixed maturities $120,421 $118,995 $27,680 $ 8,267 Preferred stocks 88 233 14 622 Common stocks 6,811 6,837 8,985 20,735 Mortgage loans on real estate 43,143 40,187 (198) (8) Policy loans 3,444 3,116 - - Short-term investments 1,451 2,088 - - - Real estate and other investments 5,680 3,265 9,655 62 181,038 174,721 $46,136 $29,678 Expenses 4,861 5,494 $176,177 $169,227 Management's Discussion and Analysis of Financial Condition and Results of Operations September 30, 1998 Compared to September 30, 1997 Revenues The Company's major products are group medical, group disability and dental, group life, and annuity and individual life insurance coverages sold through a network of independent agents and brokers. Nine months total group disability and dental, group medical, group life, and annuity and individual life premiums represented 38%, 35%, 19% and 8% respectively of total premium in 1998 and 34%, 38%, 21% and 7% respectively in 1997. Strong group sales over the last three quarters of 1997 and first three quarters of 1998, in both the long term disability and dental products is the primary reason for the increase in group disability and dental premium. Additionally, short term disability products had a larger than usual upswing in sales during the second and third quarter of 1998. The decrease in group medical premium is the result of a decision in 1996 to discontinue new sales of certain medical products coupled with higher than normal lapses of current medical business. The Company continues to match investment portfolio composition to liquidity needs and capital requirements. Changes in interest rates during 1998 and 1997 resulted in recognition of realized gains and losses. Benefits The total third quarter policyholder benefit to premium ratio remained relatively flat at 82% from 1997 to 1998. The group disability and dental, group medical, group life, and annuity and individual life benefit to premium ratios for the nine months ended September 30, were 81%, 85%, 74% and 106% respectively in 1998 and 81%, 75%, 80% and 128% respectively in 1997. The group medical business experienced a higher premium to benefit ratio due to higher incurred benefits than anticipated. Group life experienced favorable year-to-date experience in 1998 compared to 1997. The annuity and individual life business also experienced lower mortality experience in the first three quarters of 1998 compared to the same period in 1997, in addition to higher interest crediting on the Company's steadily increasing policy base of interest sensitive and investment products. Expenses The Company's general and administrative expense to premium ratio has increased in the first nine months of 1998 to 24% from 21% during the same period in 1997. Enabling the application systems to be Year 2000 compliant and increased efforts during 1997 to improve administrative systems are the primary reasons for this increase. The first nine months of 1997 reflect lower general expenses compared to the balance of 1997 due to unusually low adminstrative expenses. Commission rates have increased from the levels in 1997. 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. Year 2000 The Year 2000 issue is the result of computer programs having been written using two digits rather than four to define a year. Any programs that have time-sensitive software may recognize a date using "00" as the year 1900 rather than 2000. This could result in the failure of major systems or miscalculations, which could have a material impact on the operations of the Company and any of its businesses or subsidiaries. All of the Company's major businesses are heavily dependent upon internal computer systems, and many have significant interaction with systems of third parties. A comprehensive review of the Company's computer systems and business processes has been conducted to identify the major systems that could be affected by the Year 2000 issue. Steps are being taken to resolve any potential problems including modification to existing software and the purchase of new software. These measures are scheduled to be completed and tested on a timely basis. The Company's goal is to complete internal remediation and testing of each system by early 1999. Factors that could influence the total costs to be incurred by the Company in connection with the Year 2000 issue include the ability of the Company to successfully identify systems containing two-digit year codes, the nature and amount of programming required to fix the affected programs, the related labor and consulting costs for such remediation, and the ability of third parties that interface with the Company to successfully address their Year 2000 issues. The Company is evaluating the Year 2000 readiness of advisors and other third parties whose system failures could have an impact on the Company's operations. The potential materiality of any such impact is not entirely known at this time. The Company is closely monitoring these entities to avoid any unforseen circumstances. 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 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's fixed maturity investments consisted of 96% investment grade bonds as of September 30, 1998 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. None b. 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, 1998 /s/ Michael J. Peninger Senior Vice President, Controller and Treasurer (on behalf of the Registrant and as its principal financial and chief accounting officer)