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 June 30, 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) June 30, December 31, 1999 1998 (unaudited) ASSETS Investments: Fixed maturities, at fair value (amortized cost 1999--$2,290,275; 1998--$2,315,904) $2,261,131 $2,402,343 Equity securities, at fair value (cost 1999--$173,812; 1998--$141,947) 187,473 157,851 Mortgage loans on real estate, less allowance for possible losses (1999 and 1998--$11,085) 621,937 610,131 Policy loans 78,827 74,950 Short-term investments 38,532 31,868 Real estate and other investments 61,095 56,297 3,248,995 3,333,440 Cash and cash equivalents (48,230) 668 Receivables: Uncollected premium 67,782 61,883 Reinsurance recoverable on paid and unpaid losses 21,576 14,853 Other 13,755 17,641 103,113 94,377 Accrued investment income 43,825 42,831 Deferred policy acquisition costs 365,184 331,938 Property and equipment, at cost, less accumulated depreciation 26,848 30,712 Deferred federal income taxes 53,188 17,904 Other assets 9,418 3,923 Assets held in separate accounts 4,139,989 3,742,403 TOTAL ASSETS $7,942,330 $7,598,196 See accompanying notes. FORTIS BENEFITS INSURANCE COMPANY RESERVES, LIABILITIES AND SHAREHOLDER'S EQUITY (In thousands, except per share amounts) June 30, December 31, 1999 1998 (unaudited) POLICY RESERVES AND LIABILITIES: Future policy benefit reserves: Traditional life insurance $ 450,258 $ 450,776 Interest sensitive and investment products 1,202,770 1,238,125 Accident and health 897,568 861,334 2,550,596 2,550,235 Unearned revenues 21,224 13,393 Other policy claims and benefits payable 258,629 255,350 Policyholder dividends payable 8,201 8,189 2,838,650 2,827,167 Debt 27,172 20,141 Accrued expenses 50,033 57,860 Current income taxes payable 5,779 4,168 Other liabilities 61,007 86,226 Due to Affiliates 20,809 9,479 Liabilities related to separate accounts 4,099,695 3,707,687 Total policy reserves and liabilities 7,103,145 6,712,728 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 369,405 344,605 Unrealized gain on available-for-sale securities (net of deferred taxes 1999-- $(4,919); 1998--$33,961) (9,135) 63,071 Unrealized gain on assets held in separate accounts (net of deferred taxes 1999--$3,185; 1998--$2,580 5,915 4,792 Total Shareholder=s equity 839,185 885,468 Total policy reserves, liabilities & Shareholder=s equity $7,942,330 $7,598,196 See accompanying notes. FORTIS BENEFITS INSURANCE COMPANY STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (In thousands) (Unaudited) Six months ended June 30, 1999 1998 REVENUES Insurance operations: Traditional life insurance premiums $131,614 $128,061 Interest sensitive and investment product policy charges 47,447 42,902 Accident and health premiums 502,974 464,033 Total Insurance Revenue 682,035 634,996 Net investment income 111,389 119,113 Net realized (losses) gains on investments 12,069 41,019 Other income 25,449 22,532 TOTAL REVENUES 830,942 817,660 BENEFITS AND EXPENSES Benefits to policyholders: Traditional life insurance 97,296 95,026 Interest sensitive and investment products 45,336 47,882 Accident and health 414,809 383,869 557,441 526,777 Policyholder dividends 1,726 2,034 Amortization of deferred policy acquisition costs 18,254 25,896 Insurance commissions 50,871 51,690 General and administrative expenses 165,950 152,305 TOTAL BENEFITS AND EXPENSES 794,242 758,702 INCOME BEFORE INCOME TAXES 36,700 58,958 INCOME TAX EXPENSE (BENEFITS) Current 9,411 24,104 Deferred 2,489 (3,451) 11,900 20,653 NET INCOME 24,800 38,305 OTHER COMPREHENSIVE (LOSS) INCOME: Unrealized loss on investments (71,083) (8,104) COMPREHENSIVE (LOSS) INCOME $(48,006) $ 30,201 See accompanying notes. FORTIS BENEFITS INSURANCE COMPANY STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (In thousands) (Unaudited) Three months ended June 30, 1999 1998 REVENUES Insurance operations: Traditional life insurance premiums $65,461 $64,245 Interest sensitive and investment product policy charges 23,576 21,855 Accident and health premiums 251,812 234,719 Total Insurance Revenue 340,849 320,819 Net investment income 55,782 60,382 Net realized gains on investments (990) 2,965 Other income 12,996 11,943 TOTAL REVENUES 408,638 416,109 BENEFITS AND EXPENSES Benefits to policyholders: Traditional life insurance 46,883 45,203 Interest sensitive and investment products 21,381 22,638 Accident and health 201,657 195,419 269,921 263,260 Policyholder dividends 699 1,029 Amortization of deferred policy acquisition costs 9,121 15,553 Insurance commissions 23,261 26,738 General and administrative expenses 88,312 79,104 TOTAL BENEFITS AND EXPENSES 391,314 385,684 INCOME BEFORE INCOME TAXES 17,323 30,425 INCOME TAX EXPENSE (BENEFITS) Current 5,736 13,094 Deferred (618) (2,428) 5,118 10,666 NET INCOME 12,205 19,759 OTHER COMPREHENSIVE (LOSS) INCOME: Unrealized gain (loss) on investments (33,684) (3,469) COMPREHENSIVE (LOSS) INCOME $ (21,479) $ 16,290 See accompanying notes. FORTIS BENEFITS INSURANCE COMPANY STATEMENTS OF CASH FLOW (In thousands) (Unaudited) Six months ended June 30, 1999 1998 OPERATING ACTIVITIES Net income $24,800 $38,305 Adjustments to reconcile net income to net cash provided by operating activities: Increase in future policy benefit reserves 42,489 46,090 Increase (decrease)in other policy claims, benefits and policyholder dividends payable 3,291 (7,946) Provision for deferred federal income taxes 2,489 (3,451) Increase in income taxes payable 1,611 10,506 Amortization of policy acquisition costs 18,254 25,896 Policy acquisition costs deferred (45,003) (34,388) Provision for depreciation 4,212 6,798 Amortization of investment discounts, net 76 (2,210) Change in uncollected premiums, accrued investment income, reinsurance recoverable, other receivables, other assets, debt, accrued expenses, and other liabilities (22,079) (57,532) Realized gains on investments (12,069) (41,019) NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES 18,071 (18,951) INVESTING ACTIVITIES Purchases of fixed maturity investments (1,023,173) (1,202,720) Sales or maturities of fixed maturity investments 1,047,529 1,296,952 Increase in short-term investments (6,664) (80,632) Purchase of other investments (217,763) (167,227) Sales or maturities of other investments 175,582 155,431 Purchase of property and equipment (340) (83) NET CASH (USED) PROVIDED BY INVESTING ACTIVITIES (24,829) 1,721 FINANCING ACTIVITIES Activities related to investment products: Considerations received 131,094 107,035 Surrenders and death benefits (193,860) (156,686) Interest credited to policyholders 20,626 25,593 NET CASH (USED) BY FINANCING ACTIVITIES (42,140) (24,058) DECREASE IN CASH (48,898) (41,288) Cash and cash equivalents at beginning of period 668 9,901 CASH AND CASH EQUIVALENTS AT END OF PERIOD $(48,230) $(31,387) See accompanying notes. FORTIS BENEFITS INSURANCE COMPANY Notes to Financial Statements June 30, 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 June 30, 1999 and the related statement of income for the six and three months ended June 30, 1999 and 1998, and cash flows for the six months ended June 30, 1999 and 1998. Income tax payments for the six months ended June 30, 1999 and June 30, 1998 were $7,800,000 and $13,598,000, 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, 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 June 30, 1999 (in thousands): Gross Gross Amortized Unrealized Unrealized Fair Cost Gain Loss Value Fixed Income Securities: Governments $ 105,716 $ 217 $ 1,512 $ 104,421 Public Utilities 213,193 1,246 7,593 206,846 Industrial and miscellaneous 1,801,099 20,319 36,623 1,784,795 Other 170,267 629 5,827 165,069 Total 2,290,275 22,411 51,555 2,261,131 Equity Securities 173,812 16,735 3,074 187,473 $2,464,087 $38,309 $54,629 $2,447,767 FORTIS BENEFITS INSURANCE COMPANY Notes to Financial Statements June 30, 1999 (unaudited) The amortized cost and fair value of fixed maturities at June 30, 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 $ 90,630$ 91,338 Due after one year through five years 677,188 679,529 Due after five years through ten years 653,244 641,499 Due after ten years 869,213 848,765 $2,290,275 $2,261,131 Proceeds from sales and maturities of investments in fixed maturities in the six-month period ended June 30, 1999 were $1,047,529,000, and $39,119,000 respectively. Gross gains of $9,882,000 and $21,917,000 and gross losses of $11,344,000 and $3,910,000 were realized on sales during the six month period ended June 30, 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 June 30, 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 six months of each year were as follows (in thousands): Investment Realized Gain (Loss) Income on Investments 1999 1998 1999 1998 Fixed maturities $ 78,475 $ 80,894 $ (1,463) $18,007 Preferred stocks 7 58 3 381 Common stocks 3,953 4,605 13,516 13,099 Mortgage loans on real estate 27,541 29,073 - - (123) Policy loans 2,564 2,326 - - - Short-term investments 480 965 - - - Real estate and other investments 1,271 4,392 13 9,655 114,291 122,313 $12,069 $41,019 Expenses 2,902 3,200 $111,389 $119,113 Fortis Benefits Insurance Company Management's Discussion and Analysis of Financial Condition and Results of Operations June 30, 1999 Compared to June 30, 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 six months of 1999. Year-to-date second 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 The second quarter policyholder benefit to premium ratio remained relatively flat, decreasing to 81.7% in 1999 from 83.0% 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 six months ended June 30, were 85%, 81%, 72%, 98%, and 46% respectively in 1999 and 81%, 85%, 75%, 104%, and 52% respectively in 1988. Group disability had a higher than expected claim incidence coupled with longer than expected claim payment periods. Group life had favorable experience in the first six months of 1999 compared to the same period in 1998. The annuity and individual life business also experienced lower mortality experience in the first two quarters 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, increasing to 24.6% in the first six months of 1999 from 24.0% in the same period in 1998. The Company continued to monitor expenses, striving to improve the expense to premium ratio, while maintaining quality and timely services to policyholders. Commission rates have decreased from the levels in 1998. 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. 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, but the situation could change over time. This document is designated as a Year 2000 Readiness Disclosure and the information contained herein is provided in accordance with the Year 2000 Information and Readiness Disclosure Act (112 Stat. 2386). 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 relies on the non-IT systems including the embedded technology and facility related systems. In addition, Fortis 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 (APlan@) 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. 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. Fortis has also inventoried its various facility locations and the systems that relate thereto including embedded technologies. Fortis is proceeding with actions to ensure Year 2000 readiness of those systems. Programming, testing and certification of all systems and applications are targeted for completion by the end of 1999. Fortis is also in the process of identifying third parties with which they have a material relationship in both sending and receiving information from those entities with respect to current Year 2000 readiness, additional actions which need to be taken and potential opportunities to share specific, detailed information and possible test results. Costs. The cost 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 June 30, 1999, approximately $64.3 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 (both I/T and non-I/T) and by developing contingency/recovery plans. Those contingency plans have identified the mission critical systems and relationships and have put action plans in place to address a Year 2000 issue. 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. However, Fortis is using methods recognized and adopted in the general business community to ensure that any Year 2000 issue will be addressed promptly and any damages will be mitigated. 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. EXHIBIT A FORTIS, INC. SUBSIDIARIES First Fortis Life Insurance Company Fortis 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 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 99% investment grade bonds as of June 30, 1999 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. A Form 8-K was filed April 8, 1999, wherein a change in control of the Registrant was reported. The change in ownership was part of an internal reorganization of the parent company, Fortis, Inc. The ultimate controlling persons of the Registrant remain Fortis, Inc. and its two parent companies, Fortis (NL) and Fortis (B). 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: August 13, 1999 Larry Cains Controller and Treasurer (on behalf of the Registrant and as its principal financial and chief accounting officer)