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, 1996 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, except per share amounts) March 31 December 31, 1996 1995 (unaudited) ASSETS Investments Fixed maturities, at fair value (amortized cost: $2,012,573 at March 31, 1996 $1,951,204 at December 31, 1995) $ 2,042,316 $ 2,075,624 Equity securities, at fair value (cost: $77,223 at March 31, 1996, $60,935 at December 31, 1995) 97,359 78,852 Mortgage loans on real estate 556,903 562,697 Policy loans 55,408 53,863 Short-term investments 92,906 153,499 Real estate and other investments 16,736 11,918 2,861,628 2,936,453 Cash 2,877 1 Receivables: Uncollected premium 61,046 55,992 Reinsurance recoverable on paid and unpaid losses 11,169 11,812 Due from affiliates 148 388 Other 18,066 14,581 90,429 82,773 Accrued investment income 42,706 41,209 Deferred policy acquisition costs 244,092 237,509 Property and equipment, at cost, less accumulated depreciation 59,815 60,031 Recoverable federal income taxes 19,127 -- Deferred federal income taxes 26,202 -- Other assets 2,773 3,551 Assets held in separate accounts 1,928,571 1,781,485 $ 5,278,220 $ 5,143,012 See accompanying notes. FORTIS BENEFITS INSURANCE COMPANY RESERVES, LIABILITIES AND SHAREHOLDER'S EQUITY March 31, December 31, 1996 1995 (unaudited) POLICY RESERVES AND LIABILITIES AND SHAREHOLDER'S EQUITY Future policy benefit reserves: Traditional life insurance $ 404,071 $ 407,706 Interest sensitive and investment products 1,117,337 1,101,931 Accident and health 820,066 832,925 2,341,474 2,342,562 Unearned premiums 11,847 13,044 Other policy claims and benefits payable 234,562 196,403 Policyholder dividends payable 8,217 7,930 2,596,100 2,559,939 Accrued expenses 46,237 68,441 Current income taxes payable -- 5,375 Deferred federal income taxes -- 9,538 Other liabilities 81,596 31,145 Liabilities related to separate accounts 1,903,941 1,757,476 4,627,874 4,431,914 SHAREHOLDER'S EQUITY Common stock, $5 par value, 1,000,000 5,000 5,000 shares authorized, issued and outstanding 408,000 408,000 Additional paid-in capital 206,972 207,421 Retained earnings Unrealized gain on available-for-sale securities, net of deferred tax expense of $15,750 at March 31, 1996 and tax benefit of $47,455 at December 31, 1995 29,260 88,131 Unrealized gain on assets held in separate accounts, net of deferred taxes of $605 at March 31, 1996 and $1,371 at December 31, 1995 1,124 2,546 650,356 711,098 $ 5,278,230 $ 5,143,012 See accompanying notes. FORTIS BENEFITS INSURANCE COMPANY STATEMENTS OF INCOME (In thousands) (Unaudited) Three months ended March 31, 1996 1995 REVENUES Insurance operations: Traditional life insurance premiums $ 61,744 $ 57,095 Interest sensitive and investment product policy charges 13,575 11,205 Accident and health premiums 251,577 215,084 326,896 283,384 Net investment income 50,539 47,519 Realized gains (losses) on investments 6,866 (492) Other income 8,444 8,320 TOTAL REVENUES 392,745 338,731 BENEFITS AND EXPENSES Benefits to policyholders: Traditional life insurance 59,258 46,355 Interest sensitive and investment products 23,506 16,155 Accident and health 210,176 169,382 292,940 231,892 Policyholder dividends 1,134 748 Amortization of deferred policy acquisition costs 10,941 8,746 Insurance commissions 25,481 22,862 General and administrative expenses 63,122 57,815 TOTAL BENEFITS AND EXPENSES 393,618 322,063 INCOME BEFORE INCOME TAX EXPENSE (873) 16,668 INCOME TAX EXPENSE (BENEFITS) Current 2,845 6,578 Deferred (3,269) (1,079) (424) 5,499 NET INCOME $ (449) $ 11,169 See accompanying notes. FORTIS BENEFITS INSURANCE COMPANY STATEMENTS OF CASH FLOW (In thousands) (Unaudited) Three months ended March 31, 1996 1995 OPERATING ACTIVITIES Net income $ (449) $ 11,169 Adjustments to reconcile net income to net cash provided by operating activities: Increase in future policy benefit reserves for traditional and interest sensitive products (62,021) 29,206 Increase in other policy claims, benefits and policyholder dividends payable 38,446 2,085 Decrease in deferred federal income taxes (3,269) (1,079) Increase (decrease) in income taxes payable (24,502) (2,212) Amortization of policy acquisition costs 10,941 8,746 Policy acquisition costs deferred (15,704) (16,715) Provision for depreciation 4,593 3,558 Accrual of discount, net 676 (972) Change in uncollected premiums, accrued investment income, other receivables, unearned premiums, accrued expenses, and other liabilities 17,897 36,699 Realized (gains) losses on investments (6,866) 492 Other 778 293 NET CASH PROVIDED BY OPERATING ACTIVITIES (39,480) 71,270 INVESTING ACTIVITIES Purchases of fixed maturity investments (625,023) (426,066) Sales or maturities of fixed maturity investments 564,633 365,312 (Increase) decrease in short-term investments 60,693 (21,534) Purchase of other investments (46,828) (102,940) Sales or maturities of other investments 31,979 17,241 Purchase of property and equipment (4,395) (3,299) Other 364 -- NET CASH USED BY INVESTING ACTIVITIES (18,577) (171,286) FINANCING ACTIVITIES Activities related to investment products: Considerations received 58,767 90,987 Surrenders and death benefits (13,369) (9,698) Interest credited to policyholders 15,535 11,269 Dividends paid to shareholder 0 - NET CASH PROVIDED BY FINANCING ACTIVITIES 60,933 92,558 INCREASE IN CASH 2,876 (7,458) Cash and cash equivalents at beginning of period 1 10,888 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,877 $ 3,430 See accompanying notes. /TABLE FORTIS BENEFITS INSURANCE COMPANY Notes to Financial Statements March 31, 1996 (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, 1996 and the related statement of income for the three months ended March 31, 1996, and cash flows for the three months ended March 31, 1996 and 1995. Acquired Business: In October, 1991 the Company purchased certain assets and assumed certain liabilities from the Mutual Benefit Life Insurance Company in Rehabilitation (MBL). The seller transferred to Fortis Benefits the assets and liabilities relating to the group life, accident and health, disability and dental insurance business of MBL. The acquisition was accounted for as a purchase. Fortis Benefits purchased this business for $318 million and issued a promissory note in the maximum amount of $200 million. Most of the purchase price was funded by a capital contribution of $225 million from Fortis, Inc. In accordance with the contractual agreement, additional payments were paid to MBL based upon the persistency of the long term disability portion of the business. Under terms of this agreement, the Company paid $6,644,000, $5,521,000 and $8,685,000 in 1994, 1993, and 1992, respectively. This additional purchase price was accounted for as deferred policy acquisition costs. No additional payments will be made. Income tax payments for the three months ended March 31, 1996 and March 31, 1995 were $27,347,000 and $8,790,000 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, 1996, 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, 1996 (in thousands): Amortized Unrealized Unrealized Fair Cost Gain Loss Value Fixed Income Securities: Governments $ 517,801 $ 6,889 $ 4,431 $ 520,259 Public Utilities 67,593 3,170 632 70,131 Industrial and miscellaneous 1,418,231 34,880 10,939 1,442,172 Other 8,948 894 88 9,754 Total 2,012,573 45,833 16,090 2,042,316 Equity Securities 77,223 21,943 1,807 97,359 $2,089,796 $ 67,776 $ 17,897 $2,139,675 FORTIS BENEFITS INSURANCE COMPANY Notes to Financial Statements March 31, 1996 (unaudited) The amortized cost and fair value of fixed maturities at March 31, 1996, by contractual maturity, are shown below (in thousands). Expected maturities will differ from contractual maturities because borrower 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 $ 41,610 $ 41,784 Due after one year through five years 551,455 557,967 Due after five years through ten years 738,868 749,600 Due after ten years 680,640 692,965 $ 2,012,573 $ 2,042,316 Proceeds from sales and maturities of investments in fixed maturities in the three month period ended March 31, 1996 were $546,685,950, and $17,948,000 respectively. Gross gains of $13,094,428 and gross losses of $8,949,756 were realized on sales. Mortgage Loans: The Company has issued commercial mortgage loans on properties located throughout the country. Currently, approximately 27% of outstanding principal is concentrated in the states of California, Florida and Illinois. 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. In 1995 the Company adopted FASB 114 and 118, "Accounting by Creditors for Impairment of a Loan." Statements 114 and 118 require that impaired loans are to be valued at the present value of expected future cash flows discounted at the loan's effective interest rate, or, as a practical expedient, at the loan's observable market price, or the fair market value of the collateral if the loan is collateral dependent. Adoption of these statements did not materially impact the financial position or operating results of the Company. FORTIS BENEFITS INSURANCE COMPANY Notes to Financial Statements March 31, 1996 (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 1996 1995 1996 1995 Fixed maturities $ 35,421 $ 33,456 $ 1,628 $ (1,002) Preferred stocks 51 186 250 Common stocks 620 415 2,266 264 Mortgage loans on real estate 13,351 11,066 (144) Policy loans 818 784 Short-term investments 2,102 2,415 57 Real estate and other investments 239 844 2,809 246 52,602 49,166 $ 6,866 $ (492) Expenses (2,063) (1,647) $ 50,539 $ 47,519 Management s Discussion and Analysis of Financial Condition and Results of Operations March Year-to-Date 1996 Compared to March Year-to-Date 1995 Traditional life insurance premiums were $61.7 million in the first three months of 1996 compared to $57.1 million in the same period of 1995. Revenues from interest sensitive and investment product charges, which consist primarily of cost of insurance charges on these policies, increased 21.1% to $13.6 million from first quarter 1995. Continued sales of interest sensitive and investment products has steadily increased the policy base on which these charges are assessed. Accident and health premiums increased to $251.6 million versus $215.1 for the same period in 1995. This increase was led by sales of the Company s medical and disability products. Total revenues were $392.7 million in the first quarter 1996 compared to $338.7 million for the same period in 1995. Included in the revenues were capital gains of $6.9 million in 1996 versus capital losses of $.5 million in 1995. Traditional life insurance benefits were $59.3 million for the period ended March 31, 1996 versus $46.4 million for the same period in 1995. The high percentage of benefits as compared to premiums is attributable to less favorable group life mortality for the quarter. Interest sensitive and investment product benefits increased to $23.5 for the period ended. This increase was the result of higher interest crediting resulting from increased fixed account sales, and from less favorable mortality experience. Accident and health benefits were $210.2 million for the period ended 1996 compared to $169.4 for the same period in 1995. Increased premium volume combined with higher loss ratios contribute to this variance. Commission expense in the first quarter 1996 was $25.5 million compared to $22.9 million for the same period in 1995 this increase is consistent with increased revenues. Amortization of deferred policy acquisition costs were $10.9 million compared to $8.7 million for the same period last year. The increase is due primarily to the amortization of costs on individual products deferred in the past years. General and administrative expenses were $63.1 million versus $57.8 million in 1995. This increase is due primarily to the increased volume of business. Federal income taxes were a $.4 million benefit for the first quarter 1996 compared to a $5.5 million expense for the same period in 1995. The lower expense is due to the pre-tax loss in 1996 compared to the pre-tax income in 1995. In summary, the Company reported a net loss of $.4 million for the period ended versus $11.1 gain in the prior year. Liquidity and Capital Resources The liquidity requirements of the Company have been met by funds provided from operations. The primary uses of funds are to provide policy benefits and reserves, operating expenses, commissions, and to purchase new investments. The company expects its investment and operating activities to generate sufficient funds for these purposes. 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. The computation involves applying factors to various financial data to address four primary risks: asset default, adverse insurance experience, interest rate risk and external events. These standards provide for regulatory intervention when the percentage of total adjusted capital to authorized control level risk-based capital is below certain levels. Based upon current calculations of the risk-based capital standards, the Company s percentage of total adjusted capital is well in excess of ratios which would require regulatory attention. Fortis Benefits has no long or short term debt. Less than 2% of the Company s assets consisted of non- investment grade bonds as of March 31, 1996 and the Company does not expect this percentage to increase significantly in the future. As explained in the notes to the financial statements, the Company is classifying all fixed maturity securities as available-for-sale and carrying them at fair value. The unrealized gain or loss is recorded as a component of shareholder s equity. At March 31, 1996, the Company recognized an unrealized gain, net of taxes, of $29.3 million. 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 10, 1995 /s/ Michael J. Peninger Senior Vice President, Controller and Treasurer (on behalf of the Registrant and as its principal financial and chief accounting officer)