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 June 30, 2002 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.) 576 BIELENBERG DRIVE, WOODBURY, MN 55125 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: 651-361-4000 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) <Table> <Caption> ASSETS JUNE 30, DECEMBER 31, 2002 2001 ------------- ------------- (UNAUDITED) Investments: Fixed maturities, at fair value (amortized cost 2002 - $2,904,127; 2001 - $2,744,158 $ 2,913,295 $ 2,785,442 Equity securities, at fair value (cost 2002 - $215,078; 2001 - $114,049) 213,131 115,348 Mortgage loans on real estate, less allowance for possible losses (2002--$13,239, 2001--$13,118) 601,349 655,211 Policy loans 10,084 9,935 Short-term investments 2,509 258,790 Real estate and other investments 60,126 64,424 ------------- ------------- 3,800,494 3,889,150 Cash and cash equivalents 1,150 11,704 Receivables: Uncollected premiums 73,154 63,080 Reinsurance recoverable on unpaid and paid losses 1,133,540 1,104,617 Other 45,357 34,027 ------------- ------------- 1,252,051 1,201,724 Accrued investment income 51,421 50,999 Deferred policy acquisition costs 116,262 108,406 Property and equipment at cost, less accumulated depreciation 4,337 4,972 Deferred federal income taxes 185,567 193,022 Other assets 8,030 12,780 Due from affiliates 15,395 12,044 Goodwill, less accumulated amortization (2002 - $5,720 2001 - $5720) 167,992 167,992 Assets held in separate accounts 3,669,048 4,372,559 ------------- ------------- Total assets $ 9,271,747 $ 10,025,352 ------------- ------------- </Table> The accompanying notes are an integral part of the financial statements. 2 FORTIS BENEFITS INSURANCE COMPANY BALANCE SHEETS (In thousands, except share data) <Table> <Caption> JUNE 30, DECEMBER 31, POLICY RESERVES AND LIABILITIES AND SHAREHOLDER'S EQUITY 2002 2001 ------------- ------------- Policy reserves and liabilities: Future policy benefit reserves: Traditional and pre-need life insurance $ 1,846,073 $ 1,796,952 Interest sensitive and investment products 1,028,748 1,052,932 Accident and health 1,201,933 1,110,436 ------------- ------------- 4,076,754 3,960,320 Unearned revenues 45,257 54,811 Other policy claims and benefits payable 250,524 265,702 Policyholder dividends payable 1,474 2,023 ------------- ------------- 4,374,009 4,282,856 Accrued expenses 89,984 92,783 Current income taxes payable 714 80,306 Other liabilities 58,803 106,220 Deferred gain on reinsurance ceded 338,953 369,833 Liabilities related to separate accounts 3,669,048 4,372,559 ------------- ------------- Total policy reserves and liabilities 8,531,511 9,304,557 ------------- ------------- Shareholder's equity: Common stock, $5 par value: authorized, issued and outstanding shares - 1,000,000 5,000 5,000 Additional paid-in capital 516,570 516,570 Retained earnings 143,105 170,811 Unrealized gain on available-for-sale securities (net of deferred taxes 2002 - $40,781; 2001 - $16,099) 75,736 29,899 Unrealized loss due to foreign currency exchange (175) (1,485) ------------- ------------- Total shareholder's equity 740,236 720,795 ------------- ------------- Total policy reserves and liabilities and shareholder's equity $ 9,271,747 $ 10,025,352 ============= ============= </Table> The accompanying notes are an integral part of the financial statements. 3 FORTIS BENEFITS INSURANCE COMPANY STATEMENTS OF INCOME (In thousands) <Table> <Caption> SIX MONTHS ENDED JUNE 30, 2002 2001 ------------- ------------- (UNAUDITED) (RESTATED) Revenues: Insurance operations: Traditional and pre-need life insurance premiums $ 257,818 $ 254,311 Interest sensitive and investment product policy charges 1,412 43,081 Accident and health insurance premiums 587,321 495,017 ------------- ------------- 846,551 792,409 Net investment income 129,582 154,640 Net realized losses on investments (22,310) (1,649) Amortization of gain on reinsured business 30,880 18,361 Other income 5,383 7,718 ------------- ------------- Total revenues 990,086 971,479 Benefits and expenses: Benefits to policyholders: Traditional and pre-need life insurance 223,811 216,712 Interest sensitive investment products 3,311 30,933 Accident and health claims 437,091 383,494 ------------- ------------- 664,213 631,139 Policyholder dividends (405) 759 Amortization of deferred policy acquisition costs 21,825 32,224 Insurance commissions 85,720 69,133 General and administrative expenses 157,453 150,559 ------------- ------------- Total benefits and expenses 928,806 883,814 ------------- ------------- Income before income taxes 61,280 87,665 Income tax expense Current (801) 153,887 Deferred 20,224 (123,554) ------------- ------------- 19,423 30,333 ------------- ------------- Net income $ 41,857 $ 57,332 ============= ============= Other comprehensive loss: Unrealized (loss) gain on investments (22,416) 17,831 ------------- ------------- Comprehensive income $ 19,441 $ 75,163 ============= ============= </Table> The accompanying notes are an integral part of the financial statements. 4 FORTIS BENEFITS INSURANCE COMPANY STATEMENTS OF INCOME (In thousands) <Table> <Caption> THREE MONTHS ENDED JUNE 30, 2002 2001 ------------- ------------- (UNAUDITED) (RESTATED) Revenues: Insurance operations: Traditional and pre-need life insurance premiums $ 129,359 $ 123,355 Interest sensitive and investment product policy charges 764 15,639 Accident and health insurance premiums 297,595 252,106 ------------- ------------- 427,718 391,100 Net investment income 63,564 73,588 Net realized losses on investments (22,764) (248) Amortization of gain on reinsured business 15,402 17,543 Other income 2,433 (7,990) ------------- ------------- Total revenues 486,353 473,993 Benefits and expenses: Benefits to policyholders: Traditional and pre-need life insurance 106,752 99,011 Interest sensitive investment products 1,419 5,555 Accident and health claims 215,398 191,847 ------------- ------------- 323,569 296,413 Policyholder dividends (474) 96 Amortization of deferred policy acquisition costs 11,615 11,139 Insurance commissions 50,887 38,153 General and administrative expenses 76,528 66,033 ------------- ------------- Total benefits and expenses 462,125 411,834 ------------- ------------- Income before income taxes 24,228 62,159 Income tax expense Current 4,280 151,385 Deferred 3,275 (129,449) ------------- ------------- 7,555 21,936 ------------- ------------- Net income $ 16,673 $ 40,223 ============= ============= Other comprehensive loss: Unrealized gain (loss) on investments 20,775 (1,411) ------------- ------------- Comprehensive income $ 37,448 $ 38,812 ============= ============= </Table> The accompanying notes are an integral part of the financial statements. 5 FORTIS BENEFITS INSURANCE COMPANY STATEMENTS OF CASH FLOWS (In thousands) <Table> <Caption> SIX MONTHS ENDED JUNE 30, 2002 2001 ------------- ------------- (UNAUDITED) (RESTATED) Cash flows from operating activities: Net income $ 41,857 $ 57,332 Adjustments to reconcile net income to net cash provided by operating activities: Provision for depreciation and amortization of goodwill 668 1,696 Amortization of gain on reinsured business (30,880) (18,361) Amortization of investment (discounts) premiums, net 489 561 Net realized losses on sold investments 22,310 1,649 Policy acquisition costs deferred (28,948) (47,230) Amortization of deferred policy acquisition costs 21,825 32,224 Provision for deferred federal income taxes 20,224 (123,554) (Increase) decrease in income taxes recoverable (79,592) 144,542 Change in receivables, accrued investment income, unearned premiums, accrued expenses, other assets, due to and from affiliates and other liabilities (108,846) (126,319) Increase in future policy benefit reserves for traditional, interest sensitive and accident and health policies 116,434 50,528 Decrease in other policy claims and benefits and policyholder dividends payable (15,727) (3,397) Gain on sale of property and equipment -- (2,782) ------------- ------------- Net cash used by operating activities (40,186) (33,111) ------------- ------------- Cash flows from investing activities: Purchases of fixed maturity investments (1,176,087) (938,287) Sales and repayments of fixed maturity investments 994,302 953,819 Decrease in short-term investments 256,281 44,619 Purchases of other investments (136,942) (84,502) Sales of other investments 96,849 48,137 (Purchases) sales of property and equipment (33) 20,870 Cash disbursed pursuant to reinsurance agreement -- (1,605) ------------- ------------- Net cash provided by investing activities 34,370 43,051 ------------- ------------- Cash flows from financing activities: Activities related to investment products: Considerations received -- 43,713 Surrenders and death benefits -- (79,329) Interest credited to policyholders -- 7,174 Change in foreign exchange rate (4,738) 4,500 ------------- ------------- Net cash provided by (used in) financing activities (4,738) (23,942) ------------- ------------- Decrease in cash and cash equivalents (10,554) (14,002) Cash and cash equivalents at beginning of year 11,704 17,082 ------------- ------------- Cash and cash equivalents at end of year $ 1,150 $ 3,080 ============= ============= </Table> The accompanying notes are an integral part of the financial statements. 6 FORTIS BENEFITS INSURANCE COMPANY STATEMENTS OF CASH FLOWS (In thousands) <Table> <Caption> SIX MONTHS ENDED JUNE 30, 2002 2001 ------------- ------------- Supplemental Schedule of Non-Cash Investing Activities: Assets and liabilities transferred in reinsurance transactions : Cessations of FFG in 2001 Non-cash assets (ceded) received: Compensation for ceded liabilities $ -- $ (500,000) Fixed maturities -- (161,579) Other investments -- (196,987) Capital gains on assets transferred -- 4,988 Other assets -- (19,597) Deferred acquisition costs -- (441,555) ------------- ------------- Total value of assets (ceded) received $ -- $ (1,314,730) ============= ============= Non-cash liabilities ceded (assumed): Ceding commission $ -- $ 500,000 Future policy benefit reserves -- 1,049,136 Claim liabilities and dividends payable -- 14,928 Unearned premium reserves -- 241 Separate accounts seed money liability -- (21,387) Other liabilities -- (24,996) Proceeds reallocation -- 198,750 ------------- ------------- Total liabilities ceded (assumed) $ -- $ 1,716,672 ============= ============= Deemed dividend to parent $ -- $ (198,750) Deferred tax asset -- 69,633 ------------- ------------- Net deemed dividend to parent $ -- $ (129,117) ------------- ------------- </Table> 7 FORTIS BENEFITS INSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (In thousands) 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, 2002 and the related statement of income for the six months ended June 30, 2002 and 2001, and cash flows for the six months ended June 30, 2002 and 2001. Income tax payments were $78,658 and $5,645 for the six months ended June 30, 2002 and 2001, 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, 2002, 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, 2002: <Table> <Caption> GROSS GROSS AMORTIZED UNREALIZED UNREALIZED FAIR COST GAINS LOSSES VALUE ------------- ------------- ------------- ------------- Fixed maturities: Governments $ 127,247 $ 4,415 $ 1,293 $ 130,369 Public utilities 222,717 6,656 7,098 222,275 Industrial and miscellaneous 2,084,807 59,439 61,820 2,082,426 Other 469,356 11,545 2,676 478,225 ------------- ------------- ------------- ------------- Total fixed maturities 2,904,127 82,055 72,887 2,913,295 Equity securities 215,078 5,337 7,284 213,131 ------------- ------------- ------------- ------------- Total $ 3,119,205 $ 87,392 $ 80,171 $ 3,126,426 ------------- ------------- ------------- ------------- </Table> The amortized cost and fair value in fixed maturities at June 30, 2002, by contractual maturity, are shown below. 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. 8 FORTIS BENEFITS INSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (In thousands) <Table> <Caption> AMORTIZED FAIR COST VALUE ------------- ------------- Due in one year or less $ 108,953 $ 110,067 Due after one year through five years 348,076 359,218 Due after five years through ten years 834,844 838,900 Due after ten years 1,612,254 1,605,110 ------------- ------------- Total $ 2,904,127 $ 2,913,295 ------------- ------------- </Table> Proceeds from sales of investments in fixed maturities in the six-month period ended June 30, 2002 and June 30, 2001 were $994,302 and $953,819 respectively. Gross gains of $19,813 and $26,710 and gross losses of $45,328 and $31,417 were realized on sales during the six month periods ended June 30, 2002 and 2001, respectively. Mortgage Loans The Company has issued commercial mortgage loans on properties located throughout the United States. Approximately 36.9% of outstanding principal is concentrated in the states of New York, California and Florida, at June 30, 2002. 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. Effective as of July 1, 2001, Fortis Benefits Insurance Company, a Minnesota insurance company ("FBIC"), completed a merger in which Pierce National Life Insurance Company, a California insurance company ("PNL"), merged with and into FBIC (the "Merger"). Immediately prior to the Merger, both FBIC and PNL were indirect wholly owned subsidiaries of Fortis, Inc., a Nevada corporation and a holding company for certain insurance companies in the United States. The Merger was completed as part of an internal reorganization being effected by Fortis, Inc. with respect to certain of its life and health insurance companies. The PNL business is primarily pre-need life insurance designed to pre-fund funeral expenses and is sold as individual life and annuity products. The transaction will be accounted for as a statutory merger. Prior period amounts for the 2001 schedules have been restated to reflect the merger. Disposal of Fortis Financial Group (the "Division"): On April 1, 2001, Fortis, Inc. completed the sale (the "Sale") of its Division to The Hartford Financial Services Group ("Hartford") for $1.12 billion. The Division includes, among other blocks of business, certain individual life insurance policies (including variable universal life insurance policies) and all annuity contracts (collectively, the "Insurance Contracts") written by the Company and some of its affiliates. To effect the Sale as it relates to the Company, Hartford reinsured the Insurance Contracts on a 100% coinsurance basis, with the variable products on a modified coinsurance basis, and agreed to administer the Insurance Contracts prospectively. The Company received $500 million as part of the reinsurance agreement. The Sale also included Hartford's purchase of certain real and personal property owned by the Company and used in connection with the Division's business for which the Company received $21 million. 9 FORTIS BENEFITS INSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (In thousands) The $1.12 billion purchase price was reallocated amongst the Company and other affiliates involved in the sale. The Sale resulted in a pre-tax deferred gain of approximately $395 million for the Company. The deferred gain will be amortized at the rate that earnings from the business sold would have been expected to emerge. Amortization of $29,114 has been included in income during the six months ended June 30, 2002. The Company ceded $172,330 of premiums and $922,613 of reserves to Hartford through June 30, 2002. In the fourth quarter of 2001, the Company entered into a reinsurance agreement with Protective Life Corporation (Protective). The agreement, which became effective December 31, 2001, provided for the assumption of Protective's Dental Benefits Division on a 100% co-insurance basis. The Company assumed approximately $79,000 of reserves, $241,000 of assets including $143,000 of goodwill, and paid net cash of approximately $162,000 as of December 31, 2001. Net Investment Income and Net Realized (Losses) Gains on Investments: Major categories of net investment income and realized (losses) gains on investments for the first six months of each year were as follows: <Table> <Caption> REALIZED GAIN (LOSS) INVESTMENT INCOME ON INVESTMENTS 2002 2001 2002 2001 (restated) (restated) Fixed maturities $ 101,978 $ 113,497 $(25,515) $(4,707) --------- --------- -------- ------- Preferred stocks 2,997 788 (47) 51 Common stocks 2,301 6,640 2,401 -- Mortgage loans on real estate 26,421 35,122 918 -- Policy loans 276 1,874 -- -- Short-term investements 107 279 (67) (110) Real estate and other investments (564) (226) -- 3,117 --------- --------- -------- ------- 133,516 157,974 (22,310) (1,649) -------- ------- Expenses (3,934) (3,334) --------- --------- $ 129,582 $ 154,640 ========= ========= </Table> 10 FORTIS BENEFITS INSURANCE COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS JUNE 30, 2002 COMPARED TO JUNE 30, 2001 REVENUES Fortis Benefits Insurance Company (the "Company") distributes its products through a network of independent agents, brokers and financial institutions. The Company's major products offered are group dental, group disability, group medical, group life, pre-need annuity and life and accidental death coverages. On December 31, 2001, the Company purchased (the "Purchase") the Dental Benefits Division of Protective Life Corporation ("Protective"). The Purchase includes primarily group dental products. The Company reinsured this business on a 100% coinsurance basis and will perform all administration activities. The Company assumed approximately $79 million of reserves, $241 million of assets including $143 million of goodwill, and paid net cash of approximately $162 million as of December 31, 2001. Strong sales in the pre-need annuity and life line resulted in an increase of premium from six months ended June 30, 2001 to six months ended June 30, 2002 of 5%. Slower sales and decreases in persistency in the group life line in the beginning of 2002 are the overall factors resulting in decreased revenue from six months ended June 30, 2001 to the same period in 2002. Rate increases in the group medical line resulted in a 18% premium decrease due to non-renewal of existing business and lower new sales. The purchase of the Protective business accounts for the increase in accident and health premiums from June 30, 2001 to June 30, 2002. During 2001, the Company began offering a new accidental death product through financial institutions. This business represents 4% and 1.5% of total premium as of June 30, 2002 and 2001 respectively. On April 1, 2001, the Company entered into a coinsurance agreement with Hartford Financial Services Group ("Hartford") whereby the Company ceded the Investment Product block of business to the Hartford. Revenue on this business represented 0% and 5.5% of total Company revenue for six months ended June 30, 2002 and 2001, respectively. The Company continues to match investment portfolio composition to liquidity needs and capital requirements. Changes in interest rates during 2002 and 2001 resulted in recognition of realized gains and losses upon sales of securities. The Company had net capital losses from fixed maturity investments of $25.5 million and $4.7 million for the first six months of 2002 and 2001, respectively. BENEFITS The total year-to-date policyholder benefit to premium ratio decreased from 79.7% to 78.5% from June 30, 2001 to June 30, 2002. The group dental, group disability, group medical, group life and pre-need benefit to premium ratios for the six months ended June 30, were 73%, 87%, 66%, 76% and 101% respectively in 2002 and 74%, 85%, 77%, 76% and 101% respectively in 2001. Group disability claim incidence is higher and terminations lower during the six months ended June 30, 2002 as compared to the same period ended June 30, 2001. The 11% decrease in the group medical benefit to premium ratio during the first half of 2002 compared to the same period in 2001 is a result of pricing increases and improved administration on this business. EXPENSES Commission rates have increased from levels in 2001. 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. The Company's general and administrative expense to premium ratio has remained relatively flat at 19% during the six months ended June 30, 2002 and June 30, 2001. 2001 expenses associated with the business reinsured by the Hartford had proportionally higher expenses on premium revenue than the remaining business' expense to premium levels. Offsetting this 2001 to 2002 decrease in expense to premium ratio are expense increases related to systems project costs. The Company continues to monitor expenses, striving to improve the expense to premium ratio, while maintaining quality and timely services to policyholders. 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 contract owners bear the investment risk related to the variable products. Therefore, the risks associated with the investments supporting the variable separate accounts are assumed by contract owners, 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. 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 97.7% investment grade bonds as of June 30, 2002 and the Company does not expect this percentage to change significantly in the future. REGULATION The Company is subject to the laws and regulations established by the Minnesota State Insurance Department governing insurance business conducted in Minnesota. Periodic audits are conducted by the Minnesota Insurance Department related to the Company's compliance with these laws and regulations. To date, there have been no adverse findings regarding the Company's operations. 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 An annual shareholder meeting was held April 30, 2002 wherein the current members of the Board of Directors were re-elected to one year terms and minor amendments were made to the Bylaws of the Company. Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K a. Written Statement of Chief Executive Officer (Exhibit 99.1) Written Statement of Chief Executive Officer (Exhibit 99.2) 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 it's behalf by the undersigned thereunto duly authorized. Fortis Benefits Insurance Company (Registrant) Date: August 14, 2002 /s/ LARRY CAINS - --------------- Larry Cains Controller and Treasurer (on behalf of the Registrant and as its principal financial and chief accounting officer)