ITEM 1. BUSINESS
Fortis Benefits is a Minnesota corporation founded in 1910. It is qualified to sell life, health and annuity insurance in the District of Columbia and in all states except New York. Fortis Benefits is an indirectly wholly-owned subsidiary of Fortis, Inc., which is itself indirectly owned 50% by Fortis N.V. and 50% by Fortis (SA/NV). Fortis, Inc. manages the United States operations for these two companies.
Fortis N.V. is a diversified financial services company headquartered in Utrecht, The Netherlands, where its insurance operations began in 1847. Fortis SA/NV is a diversified financial services company headquartered in Brussels, Belgium, where its insurance operations began in 1824. Fortis N.V. and Fortis SA/NV have merged their operating companies under the trade name of Fortis. The Fortis group of companies is active in insurance, banking and financial services, and real estate development in The Netherlands, Belgium, the United States, Western Europe, and the Pacific Rim.
We offer and sell insurance products, including life insurance policies, annuity contracts, and group life, accident and health insurance policies. We market our products to small businesses and individuals through a national network of independent agents, brokers, and financial institutions.
Effective April 1, 2001, Fortis Benefits contracted the administrative servicing obligations for its registered variable and market value adjusted insurance contracts to Hartford Life and Annuity Insurance Company ("Hartford L&A"), a subsidiary of The Hartford Financial Services Group ("Hartford"). Although Fortis Benefits remains responsible for all contract terms and conditions, Hartford L&A is responsible for servicing the contracts, including the payment of benefits, oversight of investment management (i.e., the Portfolios) and overall contract administration. This was part of a larger transaction whereby Hartford L&A reinsured all of the individual life insurance and annuity business of Fortis Benefits.
Fortis Benefits seeks to compete primarily on the basis of customer service, product design, and, in the case of variable products, the investment results achieved. Many other insurance companies compete with Fortis Benefits in each of its markets, including on the basis of price. Many of these companies, which include some of the largest and best known insurance companies, have considerably greater resources than Fortis Benefits.
The Company is subject to regulation and supervision by the insurance departments of the states in which it is licensed to do business. This regulation covers a variety of areas, including benefit reserve requirements, adequacy of insurance company capital and surplus, various operational standards, and accounting and financial reporting procedures. Fortis Benefits' operations and accounts are subject to periodic examination by insurance regulatory authorities.
Under insurance guaranty fund laws in most states, insurers doing business therein can be assessed up to prescribed limits for insurance contract losses, if covered, incurred by insolvent companies. The amount of any future assessments of Fortis Benefits under these laws cannot be reasonably estimated. Most of these laws do provide, however, that an assessment may be excused or deferred if it would threaten an insurer's own financial strength.
Although the federal government generally does not directly regulate the business of insurance, federal initiatives often have an impact on the business in a variety of ways. Federal measures that may adversely affect the insurance business include health care reform, employee benefit regulation, controls on medicare costs and medical entitlement programs, tax law changes affecting the taxation of insurance companies or of insurance products, changes in the relative desirability of various personal investment vehicles, and removal of impediments on the entry of banking institutions into the business of insurance.
Pursuant to state insurance laws and regulations, Fortis Benefits is obligated to carry on its books, as liabilities, reserves to meet its obligations under outstanding insurance contracts. These reserves are based on assumptions about, among other things, future claims experience and investment returns. Neither the reserve requirements nor the other aspects of state insurance regulation provide absolute protection to holders of insurance contracts, if Fortis Benefits were to incur claims or expenses at rates significantly higher than expected or significant unexpected losses on its investments.
ITEM 2.
ITEM 2. PROPERTIES
Fortis Benefits has approximately 1500 employees. Fortis Benefits has its principal offices in Kansas City, Missouri. Fortis Benefits leases a portion of that building consisting of 297,000 square feet. Fortis Benefits occupies approximately 85% of its building, which it expects will be adequate for its purposes for the foreseeable future. Fortis Benefits also leases approximately 70,000 square feet of space in Birmingham, Alabama for the employees of its dental insurance division. In addition Fortis Benefits has several regional claims and sales offices throughout the United States.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Company is a defendant in various lawsuits, none of which, in the opinion of the Company counsel, will result in a material liability.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
A shareholder meeting was held on April 30, 2002 to elect the current slate of directors of Fortis Benefits Insurance Company and minor amendments were made to the Bylaws of the Company.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Not applicable. There are no equity securities that are authorized for issuance pursuant to a compensation plan.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The following is a summary of certain financial data of Fortis Benefits. This summary has been derived in part from the financial statements of Fortis Benefits included elsewhere in this prospectus. You should read the following along with these financial statements.
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* The Balance Sheet Data for 1999 and 1998 and the Income Statement Data for 1998 have not been restated to reflect the merger activity occurring in 2001. The remaining data for 1999 and 2000 have been restated.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORTIS BENEFITS INSURANCE COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 2002 COMPARED TO 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 $75 million of reserves, $244 million of assets including $147 million of goodwill and intangibles, and paid net cash of approximately $169 million.
The purchase of the Protective business is the primary reason for the increase in accident and health premiums from December 31, 2001 to December 31, 2002. During 2001, the Company began offering a new accidental death product through financial institutions. This business represents 7.2% and 4.4% of total accident and health premium as of December 31, 2002 and 2001 respectively. Rate increases in the group medical line resulted in a 19.5% decrease of group medical premium due to non-renewal of existing business and lower new sales.
Strong sales in the pre-need annuity and life line resulted in an increase of pre-need premium from December 31, 2001 to December 31, 2002 of 4%. 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. Premium on this business represented 0% and 2% of total Company premium income for the year ended December 31, 2002 and 2001, respectively.
The Company continues to match investment portfolio composition to liquidity needs and capital requirements. Investment income decreased from $306 million in 2001 to $259 million in 2002 due to lower yielding investment markets. Changes in interest rates during 2002 and 2001 resulted in recognition of realized gains and losses upon sales of securities. The Company had more capital losses from fixed maturity investments in 2002 as compared to 2001.
BENEFITS
The total year-to-date policyholder benefit to premium ratio decreased from 80% to 77% from December 31, 2001 to December 31, 2002. The group dental, group disability, group medical, group life and pre-need benefit to premium ratios for the year ended December 31, were 72%, 87%, 66%, 74% and 101% respectively in 2002 and 73%, 88%, 75%, 72% and 103% respectively in 2001. The 9% decrease in the group medical benefit to premium ratio during 2002 compared to 2001 is a result of pricing increases and improved administration on this business.
EXPENSES
Commission rates have increased slightly 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 decreased slightly from 18.6% at December 31, 2001 to 18.3% at December 31, 2002. 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 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 97.3% investment grade bonds as of December 31, 2002 and the Company does not expect this percentage to change significantly in the future.
CRITICAL ACCOUNTING POLICIES AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of December 31, 2002 and the reported amounts of revenues and expenses for the year ended December 31, 2002.
The most critical estimates include those used in determining deferred policy acquisition costs, impairment losses on investment and federal income taxes.
DEFERRED POLICY ACQUISITION COSTS
The costs of acquiring new business, which vary with and are directly related to the production of new business, are deferred to the extent recoverable and amortized. For traditional and pre-need life insurance and long-term care products (included as accident and health products), such costs are amortized over the premium paying period. For interest sensitive and investment products, such costs are amortized in relation to expected future gross profits. Estimation of future gross profits requires significant management judgment and is reviewed periodically. As excess amounts of deferred costs over future premiums or gross profits are identified, such excess amounts are expensed.
See note 2 to the financial statements for a discussion of the Company's accounting policies, including recently issued accounting pronouncements.
IMPAIRMENT LOSSES ON INVESTMENTS
The Company regularly reviews its fixed maturities and equity securities portfolio to evaluate the necessity of recording impairment loss for other-than-temporary declines in the fair value of investments. A number of criteria are considered during this process including, but not limited to, violations of financial covenants, public securities trading at a substantial discount to par as a result of credit concerns, securities with a market value less than carrying value for an extended period of time and other subjective factors relating to the issuer. Other than temporary impairments are recorded at the end of each quarter based on the fair value of the security at the reporting date.
FEDERAL INCOME TAXES
Income taxes have been provided using the liability method. Deferred tax assets and liabilities are determined based on the temporary differences between the financial reporting and the tax bases and are measured using the currently enacted tax rates.
REGULATION
The Company is subject to the laws and regulations established by the Minnesota State Insurance Department governing insurance business conducted in Minnesota State. 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.
2001 COMPARED TO 2000
On April 1, 2001, Fortis, Inc. completed the sale (the "Sale") of its Fortis Financial Group division (the "Division") to Hartford Life Insurance Company ("The Hartford"). The Division includes, among other blocks of business, certain individual life insurance policies and annuity contracts (collectively, the "Insurance Contracts") written by Fortis Benefits Insurance Company (the "Company").
To effect the Sale as it relates to the Company, The Hartford reinsured the Insurance Contracts on a 100% coinsurance basis (or a 100% modified coinsurance basis for some of the block) and agreed to administer the Insurance Contracts going forward. The Company received in connection with the Sale aggregate cash consideration of approximately $500 million from The Hartford. The reinsurance transaction resulted in a gain of $396 million which was deferred and will be amortized into income at the rate that earnings from the business sold would have been expected to emerge.
Effective as of July 1, 2001, Fortis Benefits Insurance Company, a Minnesota insurance company ("FBIC"), completed a statutory 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.
On December 31, 2001, the Company purchased (the "Purchase") the Dental Benefits Division of Protective Life Corporation ("Protective"). The Purchase includes group dental, group life and group disability insurance products ("Insurance Products"). The Company will reinsure these Insurance Products on a 100% coinsurance basis and perform administration of such Insurance Products. The Company paid $212 million for the business and recorded $143 million of goodwill in the transaction.
REVENUES
The sale of the Fortis Financial Group division resulted in a 82% decrease in the revenues derived from Investment Products for year ended December 31, 2001 compared to the year ended December 31, 2000.
The Company's major products are group disability and dental, group medical, group life, and pre-need annuity and life insurance coverages sold through a network of independent agents and brokers. Strong sales in the group dental, group disability and pre-need annuity and life lines resulted in an increase of premium from the year ended December 31, 2000 to December 31, 2001 of 10%, 3% and 9% respectively. Rate increases in the group medical line resulted in a 6% premium decrease due to non-renewal of existing business and lower new sales. During 2001, the Company began offering a new accidental death product through financial institutions. This business represents 4% of total accident and health premium.
The Company continues to match investment portfolio composition to liquidity needs and capital requirements. Investment income decreased from $331 million in 2000 to $306 million in 2001 due to the Company's smaller invested asset base from the ceded Investment Product block of business. Changes in interest rates during 2001 and 2000 resulted in recognition of realized gains and losses upon sales of securities. The Company had less capital losses from fixed income investments in 2001 as compared to 2000. During 2001, the Company realized equity losses due to sales of certain equity security assets with underlying high yield bond investments.
BENEFITS
The total year-to-date policyholder benefit to premium ratio increased to 80% in 2001 from 78% in 2000. The group disability and dental, group medical, group life and pre-need benefit to premium ratios for the year ended December 31, were 82%, 75%, 72% and 103% respectively in 2001 and 82%, 74%, 67% and 106% respectively in 2000. Group life experienced unusually high mortality during 2001.
EXPENSES
Commission rates have increased from the levels in 2000. 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 decreased to 19% in 2001 from 22% in 2000. During 2000, the Company incurred project and system costs as well as new sales efforts resulting in unusually higher expenses over 2001. 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 these death benefit risks are reinsured which then protects the Company from adverse mortality experience and prolonged capital market decline.
REGULATION
The Company is subject to the laws and regulations established by the Minnesota State Insurance Department governing insurance business conducted in Minnesota State. 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.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The matters set forth under the caption "Market Risk" in Management's Discussion and Analysis of Results of Operations (Item 7 of this report) are incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
"FORTIS BENEFITS Financial Statements" attached hereto as Exhibit No. 99 are incorporated by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Robert Brian Pollock, 47 President and Chief Executive Officer; Director since 1988 Michael John Peninger, 47 Executive Vice President-(President-Group Director since 1998 Nonmedical) Benjamin Cutler, 58 Executive Vice President Larry M. Cains, 56 Treasurer: Senior Vice President of Fortis, Inc. Lesley Silvester, 56 Executive Vice President of Fortis, Inc. Director since 2001 J. Kerry Clayton, 56 Chairman and Chief Executive Officer of Fortis, Inc. Chairman of the Board Before then President and Chief Operating Officer of since 2000 Fortis, Inc.; Arie Aristide Fakkert, 58 General Manager of Fortis International N.V. Director Since 1987 Alan W. Feagin, 56 Executive Vice President (President-Fortis Family) Director since 1998 Katherine L. Greenzang, 38 Secretary; Senior Vice President-Legal of Fortis, Inc. Miles B. Yakre, 34 Vice President and Corporate Actuary; Vice President and Corporate Actuary of Fortis, Inc.
Fortis Benefits' officers serve at the pleasure of the board of directors, and members of the board serve without compensation (except for expenses of attending board meetings), until their successors are duly elected and qualified.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Set forth below is certain information concerning the compensation of the executive officers of Fortis Benefits.
SUMMARY COMPENSATION TABLE
- ------------------------------ (1) This column includes contributions made by Fortis Benefits for the year for the benefit for the named individual to a defined contribution retirement plan.
Aggregated Appreciation Rights Exercised in Last Fiscal Year and FY-End Appreciation Rights Values
a - rights related to Fortis Benefits Ins Co b - rights related to Fortis Family c - rights related to Fortis Inc * - not available at this time
Appreciation Rights Grants in Last Fiscal Year
(a) These Rights are granted under the Fortis Appreciation Incentive Rights Plan. 75% of the value of the Rights granted to a participant have a strike price which is based upon the value, per Right, of one-ten millionth of the value of Fortis Benefits Insurance Company as of the first day of the most recent calendar year. The value is established by independent business appraisers. The value as of the three-year vesting date is based upon of one-ten millionth, subject to adjustment, of the value of Fortis Benefits Insurance Company as of such vesting date. The one-ten millionth fraction may be adjusted for certain fundamental events that might occur subsequent to the first day of the most recent calendar year. The Plan participant is entitled to the difference between the value per Right as of the exercise date and the strike price. The exercise right may be deferred for seven years beyond the three year vesting date. 25% of the value of the Rights granted to a participant are similarly based upon the value of Fortis, Inc., the U.S. holding company of Fortis Benefits Insurance Company and its U.S. affiliates. The valuation methodology of Fortis, Inc. and the vesting, exercise rights and deferral rights associated with those Rights are similar to that described above for Fortis Benefits Insurance Company related Rights.
(b) The potential value assumes appreciation at the assumed annual rates indicated and assumes that the exercise rights are deferred for the complete seven year deferral period. If the Rights appreciate at lesser rates when calculated as provided in the Plan and/or the Rights are not deferred for the full possible deferral period, the realizable value will be less than as indicated in the table above.
(c) Rights related to Fortis Benefits Insurance Company
(d) Rights related to Fortis Family
(e) Rights related to Fortis Inc
As additional compensation to its employees and executive officers, Fortis Benefits has established the Fortis Pension Plan and the Fortis Executive Pension Plan which generally provide an annual annuity benefit upon retirement at age 65 (or a reduced benefit upon early retirement) equal to: .9% of the employee's Average Annual compensation up to the employee's social security covered compensation, plus 1.3% of average annual compensation above the social security covered compensation. The compensation recognized under the plan is limited by an amount ($295,000 in 2002) that is annually adjusted by an index.
The following table illustrates the COMBINED estimated life annuity benefit payable from the Fortis Pension Plan and the Fortis Executive Pension Plan to employees with the specified Final Average Salary and years of service upon retirement.
COMBINED BENEFITS PAYABLE AS OF DECEMBER 31, 2002 UNDER THE FORTIS PENSION PLAN AND THE FORTIS EXECUTIVE PENSION PLAN FOR EXECUTIVES RETIRING IN 2002*
ASSUMPTIONS:
Earnings remain constant The benefit is based on the Final Average Benefit formula The employee is age 60 in 2002
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* The table excludes social security benefits. In general, for the purposes of these plans, compensation includes salary and bonuses. The credited years of service with Fortis Benefits for these individuals named in the Summary Compensation Table above are as follows: 20.5, 16, 13, 17 and 17, respectively.
In addition, Fortis Benefits provides an unfunded Supplemental Executive Retirement Plan for certain executives of Fortis Benefits. Under the Supplemental Executive Retirement Plan ("SERP"), the annual benefit is calculated by subtracting the benefit payable under the Fortis Pension Plan and the estimated Social Security benefit from the "Target Benefit". The "Target Benefit" is equal to 2.5% of Final Salary times years of service. Upon retirement prior to age 60, early retirement reductions apply. The salary used to calculate the Final Salary consists of regular compensation and the annual target incentive bonus of the participant. Messrs. Pollock, Peninger, Feagin and Robinson are participants in this plan.
The following table illustrates the COMBINED estimated life annuity benefit payable from the Fortis Pension Plan and the Fortis Executive Pension Plan to employees with the specified Final Average Salary and years of service upon retirement.
COMBINED BENEFITS PAYABLE AS OF DECEMBER 31, 2002 UNDER THE FORTIS PENSION PLAN AND THE FORTIS EXECUTIVE PENSION PLAN AND SERP FOR EXECUTIVES RETIRING IN 2002*
ASSUMPTIONS: Earnings (base plus target) The benefit is based on the Final Average Benefit formula The employee is age 60 in 2002 (NRA under SERP)
- ------------------------ * The table excludes social security benefits. In general, for the purposes of these plans, compensation includes salary and bonuses under the SERP. The credited years of service with Fortis Benefits for these individuals named in the Summary Compensation Table above are as follows: Pollock-21.6, Peninger-17.2, Feagin-13.7, Robinson 18.1, Meyers is not a SERP participant.
ITEM 12.
ITEM 12.(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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(b) Security Ownership of Management
None
(c) Changes in Control
None
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
ITEM 14.
ITEM 14. CONTROLS AND PROCEDURES
The Company, under the direction of the Chief Executive Officer and the Chief Financial Officer, has established disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. The disclosure controls and procedures are also intended to ensure that such information is accumulated and communicated to the Company's management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
Within 90 days of the filing of this report, the Chief Executive Officer and the Chief Financial Officer have reviewed and evaluated the Company's disclosure controls and procedures, Based on, and as of the date of, that review and evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company's disclosure controls and procedures are effectively serving the stated purposes.
In addition, there have been no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their most recent evaluation. No significant deficiencies or material weaknesses in the internal controls were identified during the evaluation and, as a consequence, no corrective action is required to be taken.
PART IV
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1)The following financial statements of Fortis Benefits Insurance Company are included in Item 8:
Report of Independent Accountants
Balance Sheets at December 31, 2002 and 2001
Statements of Income for the years ended December 31, 2002, 2001, and 2000
Statements of Changes in Shareholder's Equity for the years ended December 31, 2002, 2001, and 2000
Statements of Cash Flows for the years ended December 31, 2002, 2001, and 2000.
Notes to Financial Statements
(a)(2)The information required by the following financial statement schedules of Fortis Benefits Insurance Company are included in Item 8:
I. Summary of Investments--Other than investments in Related Parties--Contained in the Notes to Financial Statements.
II. Condensed Financial Information of Registrant--Not Applicable.
III. Supplementary Insurance Information--Contained in Financial Statements and Notes to Financial Statements.
IV. Reinsurance--Contained in the Notes to Financial Statements.
V. Valuation and Qualifying Accounts--Contained in Financial Statements and Notes to Financial Statements.
All other schedules to the financial statements required by Article 7 of the Regulation S-X are not required under the related instructions or are inapplicable and therefore have been omitted.
(3) Listing of Exhibits
3.(a) Articles of Incorporation of Fortis Benefits Insurance Company (incorporated by reference from Form S-6 Registration Statement of Fortis Benefits and its Variable Account C filed on March 17, 1986, File No. 33-03919);
(b) By-laws of Fortis Benefits Insurance Company (incorporated by reference from Form S-6 Registration Statement of Fortis Benefits and its Variable Account C filed on March 17, 1986, File No. 33-03919);
(c) Amendments to Articles of Incorporation and By-laws dated November 21, 1991 (incorporated by reference from Post-Effective Amendment No. 1 to the Form N-4 Registration Statement of Fortis Benefits and its Variable Account D filed on March 2, 1992, File No. 33-37577).
(d) Amendments to By-laws dated May 1, 1999 (Filed as Exhibit 3(d) to Fortis Benefits' Form 10-K filed on March 30, 2001, File No. 33-63799).
4.(a) Form of Combination Fixed and Variable Group Annuity Contract (incorporated by reference from Post-Effective Amendment No. 1 to the Form N-4 Registration Statement of Fortis Benefits and its Variable Account D filed on March 2, 1992, File No. 33-37577);
(b) Form of Certificate to be used in connection with Contract filed as Exhibit 4(a) (incorporated by reference from the Post-Effective Amendment No. 1 to the Form N-4 Registration Statement of Fortis Benefits and its Variable Account D filed on March 2, 1992, File No. 33-37577);
(c) Form of Application to be used in connection with Certificate filed as Exhibit 4(b) (incorporated by reference from Post-Effective Amendment No. 1 to the Form N-4 Registration Statement of Fortis Benefits and its Variable Account D filed on March 2, 1992, File No. 33-37577);
(d) Form of IRA Endorsement (incorporated by reference from Pre-Effective Amendment No. 1 to Form N-4 Registration Statement of Fortis Benefits and its Variable Account D filed on March 28, 1991, File No. 33-37577);
(e) Form of Section 403(b) Annuity Endorsement (incorporated by reference from Post-Effective Amendment No. 3 to the Form N-4 Registration Statement of Fortis Benefits and its Variable Account D filed on March 1, 1990, File No. 33-19421);
(f) Annuity Contract Exchange Form (incorporated by reference from Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement of Fortis Benefits and its Variable Account D filed on April 19, 1988, File No. 33-19421).
10.(a) Fortis, Inc. Executive Incentive Compensation Plan (incorporated by reference from Amendment No. 1 to Form S-1 Registration Statement of Fortis Benefits filed on March 28, 1991, File No. 33-37576).
(b) Fortis Appreciation Incentive Rights Plan. (Filed as exhibit 10(b) to Fortis Benefits' Form 10-K filed on March 29, 2000, File No. 33-37576).
24. Power of Attorney for J. Kerry Clayton (incorporated by reference from Exhibit 11 to Form S-6 registration statement of Fortis Benefits, File No. 33-73138 filed on December 17, 1993).
99. Fortis Benefits Insurance Company Financial Statements.
99.1 Written Statement of Chief Executive Officer.
99.2 Written Statement of Chief Financial Officer.
(b) Reports on Form 8-K filed in the fourth quarter of 2002
None
(c) Exhibits
Included in 14 (a)(3) above
(d) Financial Statements Schedules
Included in 14 (a)(2) above
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on this 27th day of March, 2003.
FORTIS BENEFITS INSURANCE COMPANY Registrant
By /s/ ROBERT B. POLLOCK ----------------------------------------- Robert B. Pollock, PRESIDENT AND CHIEF EXECUTIVE OFFICER
By /s/ LARRY M. CAINS ----------------------------------------- Larry M. Cains Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been duly signed below by the following persons on behalf of the registrant and in the capacities and on this 27th day of March, 2003. The following persons represent a majority of the Board of Directors of Fortis Benefits Insurance Company:
* Chairman of the ------------------------------------- Board J. Kerry Clayton
/s/ ROBERT B. POLLOCK President and Chief ------------------------------------- Executive Officer Robert B. Pollock
/s/ ALAN W. FEAGIN Director ------------------------------------- Alan W. Feagin
/s/ MICHAEL J. PENINGER Director ------------------------------------- Michael J. Peninger
/s/ LESLEY G. SILVESTER Director ------------------------------------- Lesley G. Silvester
*By /s/ ROBERT B. POLLOCK ------------------------------------- Robert B. Pollock, ATTORNEY-IN-FACT
CERTIFICATION OF PERIODIC REPORT PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, the undersigned Chief Executive Officer of Fortis Benefits Insurance Company (the "Company"), do hereby certify, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
1. I have reviewed the Annual Report on Form 10-K of the Company for the period ended December 31, 2002 (this "Report");
2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this Report;
3. Based on my knowledge, the financial statements, and other financial information included in the Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Report;
4. The Company's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and have:
a) Designated such disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
b) Evaluated the effectiveness of the Company's disclosure controls and procedures as of a date within 90 days prior to the filing date of this Report (the "Evaluation Date"); and
c) Presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The Company's other certifying officers and I have disclosed, based on our most recent evaluation, to the Company's auditors and the audit committee of Company's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls; and
6. The Company's other certifying officers and I have indicated in this Report whether there were significant changes in internal controls or in the other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 27, 2003
/s/ Robert B. Pollock -------------------------- Robert B. Pollock Chief Executive Officer
CERTIFICATION OF PERIODIC REPORT PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, the undersigned Chief Financial Officer of Fortis Benefits Insurance Company (the "Company"), do hereby certify, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
1. I have reviewed the Annaul Report on Form 10-K of the Company for the period ended December 31, 2002 (this "Report");
2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this Report;
3. Based on my knowledge, the financial statements, and other financial information included in the Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Report;
4. The Company's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and have:
a) Designated such disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
b) Evaluated the effectiveness of the Company's disclosure controls and procedures as of a date within 90 days prior to the filing date of this Report (the "Evaluation Date"); and
c) Presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The Company's other certifying officers and I have disclosed, based on our most recent evaluation, to the Company's auditors and the audit committee of Company's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls; and
6. The Company's other certifying officers and I have indicated in this Report whether there were significant changes in internal controls or in the other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 27, 2003
/s/ Larry M. Cains -------------------------- Larry M. Cains Treasurer and Director