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 March 31, 1999 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) March 31, December 31, 1999 1998 (unaudited) ASSETS Investments Fixed maturities, at fair value (amortized cost 1999--$2,299,214; 1998--$2,315,904) $2,335,199 $2,402,343 Equity securities, at fair value (cost 1999--$152,151; 1998--$141,947) 157,571 157,851 Mortgage loans on real estate, less allowance for possible losses (1999 and 1998--$11,085) 618,478 610,131 Policy loans 76,917 74,950 Short-term investments 48,729 31,868 Real estate and other investments 60,167 56,297 3,297,061 3,333,440 Cash and cash equivalents (54,152) 668 Receivables: Uncollected premium 68,890 61,883 Reinsurance recoverable on paid and unpaid losses 19,031 14,853 Other 13,451 17,641 101,372 94,377 Accrued investment income 43,016 42,831 Deferred policy acquisition costs 347,063 331,938 Property and equipment, at cost, less accumulated depreciation 28,527 30,712 Deferred federal income taxes 34,388 17,904 Other assets 3,620 3,923 Assets held in separate accounts 3,850,113 3,742,403 $7,651,008 $7,598,196 See accompanying notes. FORTIS BENEFITS INSURANCE COMPANY RESERVES, LIABILITIES AND SHAREHOLDER'S EQUITY March 31, December 31, 1999 1998 (unaudited) POLICY RESERVES AND LIABILITIES Future policy benefit reserves: Life insurance $ 449,726 $ 450,776 Interest sensitive and investment products 1,215,741 1,238,125 Accident and health 881,414 861,334 2,546,881 2,550,235 Unearned premiums 13,590 13,393 Other policy claims and benefits payable 260,915 255,350 Policyholder dividends payable 8,371 8,189 Total policy reserves and liabilities 2,829,757 2,827,167 Debt 24,005 20,141 Accrued expenses 53,247 57,860 Current income taxes payable 7,843 4,168 Other liabilities 51,687 86,226 Due to Affiliates 11,439 9,479 Liabilities related to separate accounts 3,812,306 3,707,687 6,790,284 6,712,728 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 357,200 344,605 Unrealized gain on available-for-sale securities (net of deferred taxes 1999-- $19,836; 1998--$3,039) 25,988 63,071 Unrealized gain on assets held in separate accounts (net of deferred taxes 1999--$(245); 1998--$245 4,536 4,792 Total Shareholder's equity 860,724 885,468 Total policy reserves, liabilities & Shareholder's equity $7,651,008 $7,598,196 See accompanying notes. FORTIS BENEFITS INSURANCE COMPANY STATEMENTS OF INCOME (In thousands) (Unaudited) Three months ended March 31, 1999 1998 REVENUES Insurance operations: Life insurance premiums $ 66,153$ 63,816 Interest sensitive and investment product policy charges 23,871 21,047 Accident and health premiums 251,162 229,314 341,186 314,177 Net investment income 55,607 58,731 Realized gains on investments 13,059 18,054 Other income 12,453 10,589 TOTAL REVENUES 422,305 401,551 BENEFITS AND EXPENSES Benefits to policyholders: Traditional life insurance 50,413 49,823 Interest sensitive and investment products 23,955 25,244 Accident and health 213,152 188,450 287,520 263,517 Policyholder dividends 1,027 1,005 Amortization of deferred policy acquisition costs 9,133 10,343 Insurance commissions 27,610 24,952 General and administrative expenses 77,638 73,201 TOTAL BENEFITS AND EXPENSES 402,928 373,018 INCOME BEFORE INCOME TAXES 19,377 28,533 INCOME TAX EXPENSE (BENEFITS) Current 3,675 11,010 Deferred 3,107 (1,023) 6,782 9,987 NET INCOME $12,595 $ 18,546 OTHER COMPREHENSIVE LOSS: Unrealized loss on investments (37,339) (4,635) COMPREHENSIVE INCOME $(24,744) $13,911 See accompanying notes. FORTIS BENEFITS INSURANCE COMPANY STATEMENTS OF CASH FLOW (In thousands) (Unaudited) Three months ended March 31, 1999 1998 OPERATING ACTIVITIES Net income $ 12,595 $ 18,546 Adjustments to reconcile net income to net cash provided by operating activities: Increase in future policy benefit reserves 22,084 21,835 Increase (decrease) in other policy claims, benefits and policyholder dividends payable 5,944 (3,611) Provision for deferred federal income taxes 3,107 (1,024) Increase in income taxes payable 3,676 9,622 Amortization of policy acquisition costs 9,133 10,343 Policy acquisition costs deferred (20,250) (16,038) Provision for depreciation (1,684) 3,459 Amortization of investment (discount), net (4,442) (806) Change in uncollected premiums, accrued investment income, other receivables, unearned premiums, accrued expenses, and other liabilities (47,052) (74,534) Realized gains on investments (13,056) (18,054) Loss on sale of property and equipment 380 - NET CASH PROVIDED BY OPERATING ACTIVITIES (29,565) (50,262) INVESTING ACTIVITIES Purchases of fixed maturity investments (606,812) (495,951) Sales or maturities of fixed maturity investments 627,561 514,820 Increase in short-term investments (16,861) ( 21,085) Purchase of other investments (130,723) (507,456) Sales or maturities of other investments 118,649 523,898 Sale or (purchase)of property and equipment 3,489 (83) NET CASH USED BY INVESTING ACTIVITIES (4,697) 14,143 FINANCING ACTIVITIES Activities related to investment products: Considerations received 59,586 53,825 Surrenders and death benefits (95,453) (73,298) Interest credited to policyholders 10,429 13,419 NET CASH USED BY FINANCING ACTIVITIES (25,438) (6,054) INCREASE IN CASH (59,700) (42,173) Cash and cash equivalents at beginning of period 5,548 9,901 CASH AND CASH EQUIVALENTS AT END OF PERIOD $(54,152) $(32,272) See accompanying notes. /TABLE FORTIS BENEFITS INSURANCE COMPANY Notes to Financial Statements March 31, 1999 (unaudited) General: The accompanying unaudited financial statements of Fortis Benefits Insurance Company contain all adjustments necessary to present fairly the balance sheet as of March 31, 1999 and the related statement of income for the three months ended March 31, 1999 and 1998, and cash flows for the three months ended March 31, 1999 and 1998. Income tax payments for the three months ended March 31,1999 and March 31, 1998 were $0 and $1,388,000, 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 March 31, 1999, 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 March 31, 1999 (in thousands): Gross Gross Amortized Unrealized Unrealized Fair Cost Gain Loss Value Fixed Income Securities: Governments $ 156,886 $ 482 $2,860 $ 154,508 Public Utilities 194,357 4,031 2,171 196,217 Industrial and miscellaneous 1,766,110 50,351 13,343 1,803,118 Other 181,861 1,431 1,936 181,356 Total 2,299,214 56,295 20,310 2,335,199 Equity Securities 152,151 9,647 4,227 157,571 $2,451,365 $ 65,942 $24,537 $2,492,770 FORTIS BENEFITS INSURANCE COMPANY Notes to Financial Statements March 31, 1999 (unaudited) The amortized cost and fair value of fixed maturities at March 31, 1999, 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 $ 80,205 $ 80,580 Due after one year through five years 710,126 719,796 Due after five years through ten years 629,020 639,977 Due after ten years 879,863 894,846 $2,299,214 $2,335,199 Proceeds from sales and maturities of investments in fixed maturities in the three-month period ended March 31,1999 were $609,616,000, and $17,945,000 respectively. Gross gains of $8,468,000 and $10,326,000 and gross losses of $4,709,000 and $2,868,000 were realized on the sales during the three month period ended March 31, 1999 and 1998, 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 March 31, 1999 (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 three months of each year were as follows (in thousands): Investment Realized Gain (Loss) Income on Investments 1999 1998 1999 1998 Fixed maturities $39,156 $40,920 $ 3,759 $ 7,458 Preferred stocks 7 42 3 282 Common stocks 2,323 1,933 9,297 7,066 Mortgage loans on real estate 13,398 13,733 - (123) Policy loans 1,293 1,129 - - Short-term investments 238 477 - - Real estate and other investments 639 2,046 - 3,371 57,054 60,280 $13,059 $18,054 Expenses 1,447 (1,549) $55,607 $58,731 Fortis Benefits Insurance Company Management's Discussion and Analysis of Financial Condition and Results of Operations March 31, 1999 Compared to March 31, 1998 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. The Company began issuing individual long term care products which has caused a slight shift in the product premium mix in the first three months of 1999. First quarter group disability and dental, group medical, group life, annuity and individual life, and long term care premiums represented 38%, 34%, 19%, 8%, and 1% respectively of premium in 1999 and 38%, 35%, 19%, 8%, and 0% respectively in 1998. The decrease in group medical premium is the result of a decision in 1996 to discontinue new sales of certain medical products. The Company continues to match investment portfolio composition to liquidity needs and capital requirements. Changes in interest rates during 1999 and 1998 resulted in recognition of realized gains and losses upon sales of securities. Benefits First quarter policyholder benefit to premium ratio remained relatively flat increasing to 84.3% in 1999 from 83.9% in 1998. The group disability and dental, group medical, group life, annuity and individual life, and long term care benefit to premium ratios for the three months ended March 31, were 85%, 86%, 74%, 103%, and 43% respectively in 1999 and 80%, 85%, 80%, 111%, and 0% respectively in 1998. Group disability had a higher than expected claim incidence coupled with longer than expected claim payment periods. Group life experienced favorable first quarter experience in 1999 compared to 1998. The annuity and individual life business also experienced lower mortality experience in the first three months of 1999 compared to the same period in 1998, 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 is relatively flat, decreasing to 22.8% in the first quarter of 1999 from 23.3% in the same period in 1998. The Company continues to monitor expenses, striving to improve the expense to premium ratio, while maintaining quality and timely services to policyholders. Commission rates remained level from March 31, 1998 to March 31, 1999. 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 contractowners bear the investment risk related to the variable products. Therefore, the risks associated with the investments supporting the variable separate accounts are assumed by contractowners, 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 Introduction. The information provided in this section and in other communications is to keep the reader informed about Fortis, Inc. and its subsidiaries ("Fortis")Year 2000 effort. A list of the Fortis, Inc. subsidiaries is attached hereto as Exhibit A. This information reflects Fortis' understanding and expectations as of the date we provide it, and the situation could change over time. This information is designated as a Year 2000 Readiness Disclosure pursuant to the Year 2000 Information and Readiness Disclosure Act. Fortis relies heavily on information technology ("IT") systems to conduct its business. These Fortis IT systems include both internally developed and vendor-supplied systems. Fortis also has business relationships with numerous entities including but not limited to financial institutions, financial intermediaries, third party administrators and other critical vendors as well as regulators and customers. These entities are themselves reliant on their IT systems to conduct their businesses. Therefore, there is a supply chain of dependency among and between all involved entities. State of Readiness. In 1997, the Fortis parent company organized a multi-disciplinary Year 2000 Project Team ("Team"). The Team consists of employees at each subsidiary, audit, legal and outside consultants. The Team and Fortis have developed and are currently executing a comprehensive plan ("Plan") designed to make Fortis' IT systems Year 2000 ready. The Plan covers four stages including (i) inventory, (ii) assessment, (iii) programming, and (iv) testing and certification. The Plan covers both I/T systems (telecommunications, mainframe and client/server applications) and non I/T systems (i.e. embedded chip systems - elevators, security systems, heating ventilation and air conditioning systems etc.) in its scope. Fortis' progress with respect to the Plan is on target. Critical dates have been identified and we remain on schedule with the Plan. Fortis has completed the inventory stage for its internal hardware, software and telecommunications systems (mainframe and client/server applications). The assessment process is also complete and Fortis is utilizing both internal and external resources to reprogram or replace the systems where necessary, and testing the applications for Year 2000 readiness. Programming, testing and certification of these systems and applications are targeted for completion by the end of 1999. Those I/T systems which have been through all phases of the Plan have been put back into production and are currently being maintained and tested to ensure continued Year 2000 readiness. The non-I/T systems have been identified and are currently being upgraded to a vendor represented Year 2000 compliant version, or are being replaced with new systems which are represented as Year 2000 compliant. Completion of this task is scheduled for the end of 1999. The Plan considers the Year 2000 compliance of those significant business relationships stated above. Letters have been sent requesting the status of compliance and are reviewed as part of the Plan's methodology. Also as part of the Plan methodology, Fortis does file comparisons of the I/T systems for records going out to the businesses to assure consistency and validates record layouts for the input/output of data. These tasks are part of the programming, testing and certification of the systems and applications which are targeted for completion by the end of 1999. Costs. The c/st of the Fortis Year 2000 project is estimated at $84.8 million (pre-tax) and is being funded through operating cash flows. Total Year 2000 project costs are based on management's best estimates, which were derived utilizing numerous assumptions of future events, including the continued availability of certain resources, third party modification plans and other factors. Costs to upgrade and replace systems in the normal course of business are not included in this estimate. As of December 31, 1998, approximately $44.5 million (pre-tax) had already been expensed to Fortis. Fortis believes that its Year 2000 project generally is on schedule. Risks. Fortis is attempting to limit the potential impact of the Year 2000 by monitoring the progress of its own Year 2000 project and those of its critical external relationships and by developing contingency/recovery plans. Fortis cannot guarantee that it will be able to identify and/or resolve all of its Year 2000 issues. Any critical unresolved Year 2000 issues at Fortis or its external relationships, however, could have a material adverse effect on the Fortis' results of operations, liquidity or financial condition. If Fortis' Year 2000 issues were unresolved, potential consequences would include, among other possibilities, the inability to accurately and timely process benefit claims, update customer's accounts, process financial transactions, bill customers, assess exposure to risks, determine liquidity requirements or report accurate data to management, shareholders, customers, regulators and others as well as business interruptions or shutdowns, financial losses, harm to its reputation, increased scrutiny by regulators and litigation related to Year 2000 issues. Contingency Plans. Consistent with prudent due diligence efforts, Fortis has defined contingency plans aimed at ensuring the continuity of critical business functions before and after December 31, 1999, should there be an unexpected system failure. Fortis has developed plans that are designed to reduce the negative impact on Fortis, and provide methods of returning to normal operations, if failure occurs. Each company has identified its mission critical systems using a consistent set of requirements. Contingency plans have then been developed (or are in the process of being developed) for each of these mission critical systems. These plans include identification of key I/T and business personnel that will be on-site or on-call the week of January 1, 2000. Vacations for all I/T staff have been limited during December, 1999 through February, 2000 in order to monitor the first month end closing for the Year 2000. There will be SWAT teams identified to concentrate on any programming issues that arise with the systems. Plans for manual processing have also been identified for the mission critical systems. EXHIBIT A FORTIS, INC. SUBSIDIARIES First Fortis Life Insurance Company Fortis Insurance Company (formerly known as Time Insurance Company) Fortis Benefits Insurance Company American Security Insurance Company Union Security Life Insurance Company Standard Guaranty Insurance Company Insureco, Inc. Fortis Advisers Inc. Fortis Investors, Inc. United Family Life Insurance Company Adultcare, Inc. Dental Health Alliance, L.L.C. Remembrance Institute, Inc. Associated California State Insurance Agencies/Ardiel Insurance Services, Inc. John Alden Financial Corporation John Alden Life Insurance Company Houston National Life Insurance Company Pierce National Life Insurance Company 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: May 14, 1999 /s/ Michael J. Peninger Senior Vice President, Controller and Treasurer (on behalf of the Registrant and as its principal financial and chief accounting officer)