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 September 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 share data) September 30, December 31, 1999 1998 (unaudited) Assets Investments: Fixed maturities, at fair value (amortized $2,227,644 $2,402,343 Cost 1999--$2,286,508; 1998-- $2,315,904) Equity securities, at fair value (cost 1999- - -$164,064; 167,829 157,851 1998--$141,947) Mortgage loans on real estate, less allowance for possible losses (1999 and 628,408 610,131 1998--$11,085) Policy loans 81,052 74,950 Short-term investments 41,775 31,868 Real estate and other investments 84,033 56,297 3,230,741 3,333,440 Cash and cash equivalents (35,774) 668 Receivables: Uncollected premiums 69,628 61,883 Reinsurance recoverable on unpaid and paid 22,987 14,853 losses Other 12,407 17,641 105,022 94,377 Accrued investment income 43,475 42,831 Deferred policy acquisition costs 377,739 331,938 Property and equipment at cost, less accumulated 25,508 30,712 depreciation Deferred federal income taxes 57,960 17,904 Other assets 6,050 3,923 Assets held in separate accounts 4,153,757 3,742,403 Total assets $7,964,478 $7,598,196 FORTIS BENEFITS INSURANCE COMPANY RESERVES, LIABILITIES AND SHAREHOLDER'S EQUITY (In thousands, except per share amounts) September 30, December 31, 1999 1998 (unaudited ) Policy reserves, liabilities and shareholder's equity Future policy benefit reserves: Traditional life insurance $ 451,332 $ 450,776 Interest sensitive and investment products 1,157,384 1,238,125 Accident and health 916,178 861,334 2,524,894 2,550,235 Unearned revenues 24,911 13,393 Other policy claims and benefits payable 259,285 255,350 Policyholder dividends payable 8,041 8,189 2,817,131 2,827,167 Debt 44,072 20,141 Accrued expenses 56,313 57,860 Current income taxes payable 5,104 4,168 Other liabilities 86,093 86,226 Due to affiliates 7,909 9,479 Liabilities related to separate accounts 4,114,860 3,707,687 Total policy reserves and liabilities 7,131,482 6,712,728 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 388,441 344,605 Unrealized gain on available-for-sale Securities (net of deferred taxes 1999-- $(18,013); 1998--$33,961) (33,453) 63,071 Unrealized gain on assets held in separate Accounts (net of deferred taxes 1999-- $2,697; 1998--$2,580) 5,008 4,792 Total shareholder's equity 832,996 885,468 Total policy reserves, liabilities and $7,964,478 $7,598,196 shareholder's equity See accompanying notes. FORTIS BENEFITS INSURANCE COMPANY STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (In thousands) (Unaudited) Nine Months Ended September 30, 1999 1998 Revenues Insurance Operations: Traditional life insurance premiums $ 197,979 $ 193,002 Interest sensitive and investment 71,306 63,533 products policy charges Accident and health premiums 756,299 705,467 1,025,584 962,002 Net investment income 169,081 176,177 Net realized gains on investments 11,924 46,136 Other income 38,611 33,742 Total revenues 1,245,200 1,218,057 Benefits and expenses Benefits to policyholders: Traditional life insurance 143,701 141,304 Interest sensitive and investment 69,081 71,118 products Accident and health 622,439 584,640 835,221 797,062 Policyholder dividends 2,390 2,835 Acquisition of deferred policy 30,475 30,883 acquisition costs Insurance commissions 77,906 80,040 General and administrative expenses 235,337 226,475 Total benefits and expenses 1,181,329 1,137,295 Income before income taxes 63,871 80,762 Income tax expense (benefits) Current 8,737 28,325 Deferred 11,299 (58) 20,036 28,267 Net income 43,835 52,495 Other comprehensive loss: Unrealized loss on investments (96,307) (1,120) Comprehensive(loss) income $ $ 51,375 (52,472) See accompanying notes. FORTIS BENEFITS INSURANCE COMPANY STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (In thousands) (Unaudited) Three Months Ended September 30, 1999 1998 Revenues Insurance Operations: Traditional life insurance premiums $ $ 64,941 66,365 Interest sensitive and investment 23,859 20,631 products policy charges Accident and health premiums 253,325 241,434 343,549 327,006 Net investment income 57,692 57,064 Net realized gains on investments (145) 5,117 Other income 13,162 11,210 Total revenues 414,258 400,397 Benefits and expenses Benefits to policyholders: Traditional life insurance 46,405 46,278 Interest sensitive and investment 23,745 23,236 products Accident and health 207,630 200,771 277,780 270,285 Policyholder dividends 664 801 Acquisition of deferred policy 12,221 4,987 acquisition costs Insurance commissions 27,035 28,350 General and administrative expenses 69,387 74,170 Total benefits and expenses 387,087 378,593 Income before income taxes 27,171 21,804 Income tax expense (benefits) Current (674) 4,221 Deferred 8,810 3,393 8,136 7,614 Net income 19,035 14,190 Other comprehensive (loss) income: Unrealized (loss) gain on investments (25,224) 6,984 Comprehensive (loss) income $ $ (6,189) 21,174 See accompanying notes. Fortis Benefits Insurance Company Statements of Cash Flows (In thousands) Nine Months ended September 30, 1999 1998 Operating activities Net income $ $ 43,835 52,495 Adjustments to reconcile net income to net cash provided by operating activities: Increase in future policy benefit 63,995 64,625 reserves Increase (decrease) in other policy 15,305 (7,434) claims and benefits and policyholder dividends payable Provision for deferred federal income 11,299 (58) taxes Increase (decrease) in income taxes 936 (6,787) payable Amortization of deferred policy 31,352 30,883 acquisition costs Policy acquisition costs deferred (68,446) (53,706) Provision for depreciation 6,112 14,924 Amortization of investment premiums, (1,699) (2,757) net Change in uncollected premiums, accrued investment income, reinsurance recoverable, other receivables, other assets, debt, 7,265 (38,816) accrued expenses, and other liabilities Net realized gains on investments (11,922) (46,132) Net cash provided by operating 98,032 7,237 activities Investing activities Purchases of fixed maturity (1,244,67 (1,655,16 investments 2) 0) Sales or maturity of fixed maturity 1,270,319 1,745,599 investments Increase in short-term investments (9,907) (8,295) Purchases of other investments (265,668) (340,244) Sales or maturities of other 205,698 268,056 investments Purchase of property and equipment (908) (164) Net cash (used in) provided by (45,138) 9,792 investing activities Financing activities Activities related to investment products: Considerations received 185,164 152,413 Surrenders and death benefits (304,791) (243,419) Interest credited to policyholders 30,291 37,665 Net cash used in financing activities (89,336) (53,341) Decrease in cash and cash equivalents ( 36,442) (36,312) Cash and cash equivalents at 668 9,901 beginning of year Cash and cash equivalents at end of $ $ period (35,774) (26,411) See accompanying notes. FORTIS BENEFITS INSURANCE COMPANY Notes to Financial Statements September 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 September 30, 1999 and the related statement of income for the nine and three months ended September 30, 1999 and 1998, and cash flows for the nine months ended September 30, 1999 and 1998. Income tax payments for the nine months ended September 30, 1999 and September 30, 1998 were $7,800,000 and $35,112,000, 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 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 September 30, 1999 (in thousands): Gross Gross Amortized UnrealizedUnrealized Fair Cost Gain Loss Value Fixed Income Securities: Governments $ $ 696 $ 1,383 $ 99,951 99,264 Public utilities 230,226 754 10,023 220,957 Industrial and 1,790,256 11,210 53,392 1,748,074 miscellaneous Other 166,075 406 7,132 159,349 Total 2,286,508 13,066 71,930 2,227,644 Equity securities 164,064 12,540 8,775 167,829 $2,450,572 $25,606 $80,705 $2,395,473 FORTIS BENEFITS INSURANCE COMPANY Notes to Financial Statements September 30, 1999 (unaudited) The amortized cost and fair value in fixed maturities at September 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 $ $ 82,350 82,446 Due after one year through five years 625,038 621,937 Due after five years through ten years 653,547 633,559 Due after ten years 925,573 889,702 Total $2,286,508 $2,227,644 Proceeds from sales and maturities of investments in fixed maturities in the nine-month period ended September 30, 1999 were $1,230,168,000, and $40,151,000 respectively. Gross gains of $10,925,000 and $34,118,000 and gross losses of $14,986,000 and $6,438,000 were realized on sales during the nine month period ended September 30, 1999 and 1998, respectively. Mortgage Loans: The Company has issued commercial mortgage loans on properties located throughout the country. Currently, approximately 35% 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 September 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 nine months of each year were as follows (in thousands): Realized Gain (Loss) Investment Income on Investments 1999 1998 1999 1998 Fixed maturities $118,381 $120,421 $ (4,061) $27,680 Preferred stocks 7 88 3 14 Common stocks 5,116 6,811 15,969 8,985 Mortgage loans on real 41,178 43,143 - (198) estate Policy loans 3,896 3,444 - - Short-term investments 612 1,451 - - Real estate and other 4,201 5,680 13 9,655 investments 173,391 181,038 $11,924 $46,136 Expenses 4,310 4,861 $169,081 $176,177 Fortis Benefits Insurance Company Management's Discussion and Analysis of Financial Condition and Results of Operations September 30, 1999 Compared to September 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. In the fourth quarter of 1998, the Company began issuing individual long-term care products which caused a slight shift in the product premium mix in the first nine months of 1999. Year-to-date third quarter group disability and dental, group medical, group life, annuity and individual life, and long term care premiums represented 39%, 33%, 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. BenefitsThe third quarter policyholder benefit to premium ratio remained relatively flat, decreasing to 81.4% 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 nine months ended September 30, were 84%, 82%, 72%, 97%, and 49% respectively in 1999 and 81%, 85%, 74%, 106%, and 32% 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 nine months of 1999 compared to the same period in 1998. The annuity and individual life business also experienced lower mortality experience in the first three quarters of 1999 compared to the same period in 1998, in addition to lower interest crediting on the Company's decreasing policy base of interest sensitive and investment products. Expenses The Company's general and administrative expense to premium ratio remained relatively flat, decreasing to 23.2% in the first nine months of 1999 from 23.8% 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 ("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. 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 $88.2 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 August 31, 1999, approximately $69.8 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 Note: Fortis, Inc. has recently acquired the American Bankers Insurance Group (ABIG) and it's subsidiaries. To review ABIG's Year 2000 Readiness Disclosure, please go to www.us.fortis.com. Click on "Organization", then on "American Bankers Insurance Group (ABIG) Year 2000 Readiness Disclosure". 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 September 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. None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itrs behalf by the undersigned thereunto duly authorized. Fortis Benefits Insurance Company (Registrant) Date: November 12, 1999 Larry Cains Controller and Treasurer (on behalf of the Registrant and as its principal financial and chief accounting officer)