UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DCD.C. 20549

 


FORM 10-K

 


 

xANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20062007

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 033-37576

 


Union Security Insurance CompanyUNION SECURITY INSURANCE COMPANY

(Exact name of registrant as specified in its charter)

 


 

IOWA 81-0170040

(State or Other Jurisdiction

of Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

6941 VISTA DRIVE

WEST DES MOINES, IOWA

 50266
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code:

(651) 361-4000

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

 


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes¨    Nox

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes¨    Nox

NoteChecking the box above will not relieve any registrant required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act from their obligations under those Sections.

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.    Yesx    No¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check One):

¨  Large accelerated filer    ¨  Accelerated filer    x  Non-accelerated filer¨  Smaller Reporting Company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    Nox

The aggregate market value of the voting and non-voting common equity held by non-affiliates is not applicable as no public market exists for the voting stock of the registrant.

As of February 15, 2007,2008, there were 1,000,000 shares of common stock of the registrant outstanding, all of which are owned by Assurant, Inc.

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS I(1)(A) AND (B) OF FORM 10-K AND IS FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.



UNION SECURITY INSURANCE COMPANY

ANNUAL REPORT ON FORM 10-K

For the Fiscal Year Ended DecemberFOR THE FISCAL YEAR ENDED DECEMBER 31, 20062007

TABLE OF CONTENTS

 

Item
Number
     Page
Number
PART I
1.  

Business

  2
1A.  

Risk Factors

  4
1B.  

Unresolved Staff Comments

  6
2.  

Properties

  6
3.  

Legal Proceedings

  6
4.  

Submission of Matters to a Vote of Security Holders

  6
PART II
5.  

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

  7
6.  

Selected Financial Data

  7
7.  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

  7
7A.  

Quantitative and Qualitative Disclosures About Market Risk

  8
8.  

Financial Statements and Supplementary Data

  10
9.  

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

  10
9A.  

Controls and Procedures

  10
9B.  

Other Information

  11
PART III
10.  

Directors, Executive Officers and Corporate Governance

  12
11.  

Executive Compensation

  12
12.  

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

  12
13.  

Certain Relationships and Related Transactions, and Director Independence

  12
14.  

Principal Accounting Fees and Services

  12
PART IV
15.  

Exhibits and Financial Statement Schedules

  13
Signatures  15

i

Item
Number

     Page
Number
  PART I  

1.

  Business  2

1A.

  Risk Factors  3

1B.

  Unresolved Staff Comments  4

2.

  Properties  4

3.

  Legal Proceedings  4

4.

  Submission of Matters to a Vote of Security Holders  4
  PART II  

5.

  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities  5

6.

  Selected Financial Data  5

7.

  Management’s Discussion and Analysis of Financial Condition and Results of Operations  6

7A.

  Quantitative and Qualitative Disclosures About Market Risk  7

8.

  Financial Statements and Supplementary Data  9

9.

  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure  9

9A.

  Controls and Procedures  9

9B.

  Other Information  10
  PART III  

10.

  Directors and Executive Officers of the Registrant  10

11.

  Executive Compensation  10

12.

  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters  11

13.

  Certain Relationships and Related Transactions  11

14.

  Principal Accounting Fees and Services  11
  PART IV  

15.

  Exhibits and Financial Statement Schedules  12
Signatures  14


FORWARD-LOOKING STATEMENTS

Some of the statements under “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this report may contain forward-looking statements which reflect our current views with respect to, among other things, future events and financial performance. You can identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of those words or other comparable words. Any forward-looking statements contained in this report are based upon our historical performance and on current plans, estimates and expectations. The inclusion of this forward looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in this report. We believe that these factors include but are not limited to those described under the subsection entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Any forward-looking statements you read in this report reflect our current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, financial condition, growth strategy and liquidity.

PART I

Item 1.Business

Item 1.Business

Legal Organization

Union Security Insurance Company (formerly known as Fortis Benefits Insurance Company) is a stock life insurance company formed in 1910 and organized under the laws of the State of Iowa. Since 1984, it has been an indirect wholly ownedwholly-owned subsidiary of Assurant, Inc. (“Assurant”), which owns and operates companies that provide specialty insurance products and related services in North America and selected other markets. Assurant is traded on the New York Stock Exchange under the symbol AIZ.

In this report, references to the “Union Security,” “we,” “us” or “our” refer to Union Security Insurance Company.

Effective December 31, 2006, International Dental Plans, Inc. (“IDP”), an indirect wholly-owned subsidiary of Assurant, was merged into the operations of Union Security. Accordingly, all prior period amounts have been restated to conform to the 2006 presentation.

Effective April 1, 2006, Union Security transferred assets and liabilities related to its Canadian operations to Assurant Life of Canada (“ALOC”) for the purpose of re-domesticating Assurant’s Canadian operations. ALOC is also an indirect wholly-owned subsidiary of Assurant.

Effective November 9, 2005, Union Security signed an agreement with Forethought Life Insurance Company (“Forethought”) to sell via reinsurance new preneed insurance policies written as of October 1, 2005 in the United States via independent funeral homes and funeral home chains other than those owned and operated by Service Corporation International (“SCI”). Union Security will receive payments from Forethought over the next ten years based on the amount of business transitioned to Forethought.

Effective November 1, 2005, eight dental companies, all indirectly wholly owned subsidiaries of Assurant (the “Dental Companies”), were merged into the operations of Union Security. All of the Dental Companies engaged in the business of marketing prepaid dental care. The assets, liabilities, and operations of the Dental Companies for the year ended December 31, 2005 are included in our consolidated financial statements. Assets and liabilities were included at the current book value of the Dental Companies as of January 1, 2005. The Dental Companies had a combined net income of $3,358 for the year ended December 31, 2004. This amount is not included in our consolidated statements of operations for that period.

Dollar amountsAmounts are presented in United States of America (“U.S.”) dollars and all amounts are in thousands, except number of shares and number of employees.

Business Organization

Union Security, which is licensed to sell life, health and annuity insurance in the District of Columbia and in all states except New York. We writeYork, writes insurance products that are marketed by Assurant’s business segments (see Assurant’s annual report on Form 10-K for the fiscal year ended December 31, 20062007 for a full description of each of these businesses). We perform substantially all of the operations of the Assurant Employee Benefits segment. We directly market, sell and administer directly the group disability, group life and certain of the group dental insurance products, and we manage other Assurant subsidiaries that provide the prepaid dental products. With respect to the Assurant Health segment, we issue small group health insurance policies that are sold through an independent agency. Finally, with respect to the Assurant Solutions segment, we issue accidental death and dismemberment policies for which the segment performs the selling, marketing, and administration functions. We discontinued marketing all pre-funded funeral life insurance business (“preneed”) as a result of two transactions.

First, in November of 2005 we signed an agreement with Forethought Life Insurance Company (“Forethought”) to sell via reinsurance new preneed insurance policies written as of October 1, 2005 in the United StatesU.S. via independent funeral homes and funeral home chains other than those owned and operated by SCI. We will receive payments from Forethought over the next ten years based on the amount of business transitioned to Forethought.Service Corporation International (“SCI”). Second, in April of 2006 we transferred assets and liabilities related to our Canadian operations to ALOC.Assurant Life of Canada (“ALOC”). ALOC is also an indirect wholly-owned subsidiary of Assurant. Of our total gross revenues generated during 2006,2007, approximately 48%79% was from the Assurant Employee Benefits segment, approximately 39% was11% from the Assurant Solutions segment and the remaining from the Assurant Health segment.and Assurant Corporate and Other segments.

As an indirect wholly ownedwholly-owned subsidiary of Assurant, Union Security does not have any publicly issued equity or debt securities. We are, however, subject to certain filing requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), because we have issued certain variable and market value adjusted insurance contracts, which are required to be registered under the Securities Act of 1933, as amended (the “Securities Act”). Effective April 1, 2001, Assurant exited this line of business and sold the business segment, then referred to as Fortis Financial Group (“FFG”), to The Hartford Financial Services Group, Inc. and certain of its subsidiaries (“The Hartford”). This sale was accomplished by means of reinsurance and modified coinsurance. As a result, The Hartford is contractually responsible for servicing the insurance contracts, including the payment of benefits, oversight of investment management, overall contract administration and funding of reserves. If The Hartford fails to fulfill its obligations, however, we will be obligated to perform the services and make the required payments and funding.

Union Security was redomesticated to Iowa from Minnesota in 2004.

As of February 15, 2007,2008, we had approximately 1,700 employees.

Our annual reportsAnnual Reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to such reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, are available free of charge at the Securities and Exchange Commission’s (“SEC”)Commission website at www.sec.gov.www.sec.gov.

For additional information that relates to our business, we refer you to Assurant’s annual reportAnnual Report on Form 10-K for the fiscal year ended December 31, 2006, filed with the SEC and available on the SEC’sSEC website atwww.sec.gov or through Assurant’s website at www.assurant.com.

www.assurant.com.

Item 1A.Risk Factors

Item 1A.Risk Factors

Union Security is subject to risks associated with our business. These risks include, among others:

 

  

Reliance on Relationships with Significant Clients, Distributors and Other Parties. If our significant clients, distributors and other parties with which we do business decline to renew or seek to terminate our relationships or contractual arrangements, our results of operations and financial condition could be materially adversely affected. We are also subject to the risk that these parties may face financial difficulties, reputational issues or problems with respect to their own products and services, which may lead to decreased sales of products and services.

 

  

Failure to Attract and Retain Sales Representatives or Develop and Maintain Distribution Sources. Our sales representatives interface with clients and third party distributors. Our inability to attract and retain our sales representatives or an interruption in, or changes to, our relationships with various third-party distributors could impair our ability to compete and market our insurance products and services and materially adversely affect our results of operations and financial condition. In addition, our ability to market our products and services depends on our ability to tailor our channels of distribution to comply with changes in the regulatory environment.

 

  

Effect of General Economic, Financial Market and Political Conditions. Our results of operations and financial condition may be materially adversely affected by general economic, financial market and political conditions, including:

 

insurance industry cycles;

 

levels of employment;

 

levels of inflation and movements of the financial markets;

 

fluctuations in interest rates;

 

monetary policy;

 

demographics; and

 

legislative and competitive factors.

 

  

Failure to Accurately Predict Accurately Benefits and Other Costs and Claims. We may be unable to accurately predict accurately benefits, claims and other costs or to manage such costs through our loss limitation methods, which could have a material adverse effect on our results of operations and financial condition if claims substantially exceed our expectations.

  

Changes in Regulation. Legislation or other regulatory reform that increases the regulatory requirements imposed on us or that changes the way we are able to do business may significantly harm our business or results of operations in the future.

 

  

Reinsurer’s Failure to Fulfill Obligations.In 2001, Assurantthe Company entered into a reinsurance agreement with The Hartford for the sale of its FFG division. Under the reinsurance agreement, The Hartford is obligated to contribute funds to increase the value of the separate account assets relating to modified guaranteed annuity business sold if such value declines below the value of the associated liabilities. If The Hartford fails to fulfill these obligations, we will be obligated to make these payments and administer this business in the event of a default by the reinsurer. In 2000, Assurantthe Company divested its long-term care (“LTC”) operations to John Hancock Life Insurance Company (“John Hancock”) through a reinsurance agreement. If John Hancock fails to fulfill its obligations, we would be obligated to make these payments.

 

  

Credit Risk of Some of Our Agents. We advance agents’ commissions as part of our pre-funded funeralpreneed insurance product offerings. These advances are a percentage of the total face amount of coverage as opposed to a percentage of the first-year premium paid, the formula that is more common in other life

insurance markets. There is a one-year payback provision against the agency if death or lapse occurs within the first policy year. As a result of the sale of the independent United States pre-funded funeralpreneed business distribution, we will incur losses on chargebacks from agents who have been terminated who will be unable to repay their obligation.

Risks related to litigation and regulatory actions. From time to time we may be involved in various regulatory investigations and examinations relating to our insurance and other related business operations. We are subject to comprehensive regulation and oversight by insurance departments in jurisdictions in which we do business. These insurance departments have broad administrative powers with respect to all aspects of the insurance business and, in particular, monitor the manner in which an insurance company offers, sells and administers its products. Therefore, we may from time to time be subject to a variety of legal and regulatory actions relating to our current and past business operations and practices.

The prevalence and outcomes of any such actions cannot be predicted, and no assurances can be given that such actions or any litigation would not materially adversely affect our results of operations and financial condition. In addition, if we were to experience difficulties with our relationship with a regulatory body in a given jurisdiction, it could have a material adverse effect on our ability to do business in that jurisdiction.

One particular area of focus which has affected our parent, Assurant, has been the accounting treatment for finite reinsurance or other non-traditional or loss mitigation insurance products. For specific details, please see the Risk Factor entitled “Our business is subject to risks related to litigation and regulatory actions in our parent’s Annual Report on Form 10-K, which we incorporate by reference herein. Some state regulators have made routine inquiries to some of Assurant’s insurers regarding finite reinsurance We depend on our parent, Assurant, for certain administrative, strategic and operational support. We cannot predict at this time the effect that current litigation, investigations and regulatory activity will have on Assurant or our business, but any adverse outcome could have a material adverse affect on our business, results of operations or financial condition.

For additional risks that relate to our business, we refer you toincorporate by reference the Risk Factors in Assurant’s annual reportAnnual Report on Form 10-K for the fiscal year ended December 31, 2006 filed with the SEC and available on the SEC’s website atwww.sec.gov or through Assurant’s website at www.assurant.com.

www.assurant.com.

Item 1B.Item 1B.Unresolved Staff Comments

None.

Item 2.Properties

Our principal office is in Kansas City, Missouri, where we lease office space in a building owned by Assurant. We also lease from an unrelated party office space in Birmingham, Alabama, which is used to house certain employees of our dental benefits division and office space in Atlanta, Georgia used for our Assurant Solutions business. In addition, we have regional claims and sales offices throughout the United States.

Our principal office is in Kansas City, Missouri, where we lease office space in a building owned by Assurant. We also lease office space from an unrelated party in Birmingham, Alabama, which is used to house certain employees of our dental benefits division and office space in Atlanta, Georgia used for our Assurant Solutions business. In addition, we have regional claims and sales offices throughout the U.S. We believe that our leased properties are adequate for our current business operations.

Item 3.Legal Proceedings

We are regularly involved in litigation in the ordinary course of business, both as a defendant and as a plaintiff. We may from time to time be subject to a variety of legal and regulatory actions relating to our current and past business operations. While we cannot predict the outcome of any pending or future litigation, examination or investigation and although no assurances can be given, we do not believe that any pending matter will have a material adverse effect on our financial condition or results of operations.

Item 4.Submission of Matters to a Vote of Security Holders

Not required under reduced disclosure format.

Part II

Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

There is no public trading market for our common stock. As of February 15, 2007,

There is no public trading market for our common stock. As of February 15, 2008, we had 1,000,000 shares of common stock outstanding, all of which are owned directly by Interfinancial Inc., a Georgia corporation that is a direct wholly owned directly by Interfinancial Inc., a Georgia corporation that is a direct wholly-owned subsidiary of Assurant, Inc. We have no equity compensation plan. We paid $197,000, $210,000, and $180,000 in dividends to our stockholder in 2007, 2006 and $76,250 in dividends to our stockholder in 2006, 2005, and 2004, respectively.

Item 6.Selected Financial Data

Not required under reduced disclosure format.

Not required under reduced disclosure format.

Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and accompanying notes which appear elsewhere in this report. It contains forward-looking statements that involve risks and uncertainties. Please see “Forward-Looking Statements” for more information. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this report. It contains forward-looking statements that involve risks and uncertainties. Please see “Forward-Looking Statements” for more information. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed elsewhere in this report, particularly under the headings “Item 1A - Risk Factors” and “Forward-Looking Statements.”

The table below presents information regarding our consolidated results of operations:

   For the Year Ended
December 31,
   2007  2006
   (in thousands)

Revenues:

   

Net earned premiums and other considerations

  $1,259,930  $1,366,820

Net investment income

   286,235   286,974

Net realized (losses) gains on investments

   (28,219)  8,490

Amortization of deferred gains on disposal of businesses

   23,548   14,929

Fees and other income

   16,395   73,183
        

Total revenues

   1,557,889   1,750,396
        

Benefits, losses and expenses:

   

Policyholder benefits

   934,609   1,023,627

Selling, underwriting and general expenses (1)

   426,681   473,561
        

Total benefits, losses and expenses

   1,361,290   1,497,188
        

Income before income tax expense

   196,599   253,208

Income tax expense

   57,121   106,576
        

Net income

  $139,478  $146,632
        

 

   

For the Years Ended

December 31,

 
   2006  2005 
   (in thousands) 

Revenues:

    

Net earned premiums and other considerations

  $1,366,820  $1,710,771 

Net investment income

   286,974   293,910 

Net realized gains (losses) on investments

   8,490   (1,651)

Amortization of deferred gains on disposal of businesses

   14,929   33,098 

Fees and other income

   73,183   10,427 
         

Total revenues

   1,750,396   2,046,555 
         

Benefits, losses and expenses:

    

Policyholder benefits

   1,027,054   1,293,289 

Selling, underwriting and general expenses (1)

   470,134   568,503 
         

Total benefits, losses and expenses

   1,497,188   1,861,792 
         

Income before income taxes

   253,208   184,763 

Income taxes

   106,576   68,792 
         

Net income

  $146,632  $115,971 
         

(1)Includes amortization of deferred acquisition costs (“DAC”) and value of business acquired (“VOBA”) and underwriting, general and administrative expenses.

Year Ended December 31, 2006 Compared to December 31, 2005

Net Income

Net income increased by $30,661, or 26%, to $146,632 for the year ended December 31, 2006 from $115,971 for the year ended December 31, 2005. This increase is primarily due to approximately $40,500 of

after-tax income from a legal settlement and growth in our disability business written through our Disability Reinsurance Management Services (“DRMS”) distribution channel. These increases are partially offset by a decrease in amortization of deferred gains on disposalacquisition costs (“DAC”) and value of businessesbusiness acquired (“VOBA”) and a decline in our group life business.underwriting, general and administrative expenses.

Year Ended December 31, 2007 Compared to December 31, 2006

Net Income

Net income decreased $7,154, or 5%, to $139,478 for the year ended December 31, 2007 from $146,632 for the year ended December 31, 2006. This decrease is primarily due to approximately $40,500 (after-tax) of income from a legal settlement in the prior year, approximately $13,800 (after-tax) of other than temporary impairments in our investment portfolio and a decline in our small employer group health business. These decreases were partially offset by favorable experience in our group disability business. Also, in 2007, we had a decrease in certain tax liabilities of approximately $9,900 compared with an increase of approximately $20,000 in 2006.

Total Revenues

Total revenues decreased by $296,159,$192,507, or 14%11%, to $1,557,889 for the year ended December 31, 2007 from $1,750,396 for the year ended December 31, 2006 from $2,046,555 for the year ended December 31, 2005.2006. This decrease is primarily due to a decrease in net earned premiums and other considerations of $343,951$106,890 partly due to a decrease in our small employer group health business driven by lower sales and declining membership, and decreases in our group disability, group dental and group life businesses, all due to lower persistency of

large cases over the past several quarters as the business continues to implement its small case strategy. Net earned premiums also decreased due to the sale of our Independent—United StatesIndependent – U.S. distribution channel in our pre-funded funeralpreneed business, the loss of a client in our accidental death and dismemberment (“AD&D”) business and declinesthe transfer of our Canadian business to an affiliate. In addition, total revenues decreased due to $28,219 of net realized losses in 2007 compared to net realized gains of $8,490 in 2006 driven by approximately $21,000 of other than temporary impairments in our group dental, group lifeinvestment portfolio, and small employer group health businesses. Also contributing to the decrease in revenues was a decrease in amortization of deferred gains on disposal of businesses of $18,169, of which we took a charge of approximately $10,600 over prior year as a result of our annual review of estimates affecting the deferred gain on disposal of businesses. These decreases were partially offset by a legal settlement, which resulted in a $62,300 increase to fees and other income and an increase in net realized gains (losses) on investments primarily due to the reduction of commercial mortgage loan loss reserves of approximately $9,800 due to a refinementlegal settlement of management’s best estimate of this reserve.approximately $62,300 in the prior year.

Total Benefits, Losses and Expenses

Total benefits, losses and expenses decreased by $364,604,$135,898, or 20%9%, to $1,361,290 for the year ended December 31, 2007 from $1,497,188 for the year ended December 31, 2006 from $1,861,792 for the year ended December 31, 2005.2006. This decrease is primarily due to a decrease in policyholder benefits of $266,235$89,018 driven by thedeclines in our small employer group health business resulting from declining membership, and in our group disability business as a result of favorable experience. The sale of our Independent—United StatesIndependent – U.S. distribution channel in our pre-funded funeralpreneed business, and favorable claims experience inthe transfer of our group dental, group disabilityCanadian business to an affiliate and small employer group health businesses. Also contributing to the decrease was lower selling, underwriting and general expenses of $98,369 primarily due to a decrease in commission expense as a result of the loss of a client in our AD&D business the sale of the Independent – United States distribution channelcontributed to decreases in our pre-funded funeral business, the transfer of our Canadian pre-funded funeral business,policyholder benefits and selling, underwriting and general expenses due to lower commissions resulting from lower sales and renewals in our group dental, group life and small employer group health businesses.commission expense.

Income Taxes

Income taxes increased by $37,784,decreased $49,455, or 55%46%, to $57,121 for the year ended December 31, 2007 from $106,576 for the year ended December 31, 2006 from $68,7922006. The effective tax rate of 29.1% for the year ended December 31, 2005. The increase was primarily driven by2007 decreased from 42.1% for the year ended December 31, 2006 due to a $9,900 reduction in certain tax liabilities in 2007 associated with the resolution of tax audits compared with approximately $20,000 associated with an increase in certain prior year tax liabilities.liabilities in 2006.

Item 7A.Quantitative And Qualitative Disclosures About Market Risk

Item 7A.Quantitative And Qualitative Disclosures About Market Risk

As a provider of insurance products, effective risk management is fundamental to our ability to protect both our customers’ and our stockholder’s interests. We are exposed to potential loss from various market risks, in particular interest rate risk, credit risk and inflation risk.

Interest rate risk is the possibility the fair value of liabilities will change more or less than the market value of investments in response to changes in interest rates, including changes in the slope or shape of the yield curve and changes in spreads due to credit risks and other factors.

Credit risk is the possibility that counterparties may not be able to meet payment obligations when they become due. We assume counterparty credit risk in many forms. A counterparty is any person or entity from which cash or other forms of consideration are expected to extinguish a liability or obligation to us. Primarily, our credit risk exposure is concentrated in our fixed income investment portfolio and, to a lesser extent, in our reinsurance recoverables.

Inflation risk is the possibility that a change in domestic price levels produces an adverse effect on earnings. This typically happens when only one of invested assets or liabilities is indexed to inflation.

Interest Rate Risk

Interest rate risk arises as we invest substantial funds in interest-sensitive fixed income assets, such as fixed maturity investments, mortgage-backed and asset-backed securities and commercial mortgage loans, primarily in the United States and Canada.loans. There are two forms of interest rate risk—price risk and reinvestment risk. Price risk occurs when fluctuations in interest rates have a direct impact on the market valuation of these investments. As interest rates rise, the market value of these investments falls, and

conversely, as interest rates fall, the market value of these investments rises. Reinvestment risk occurs when fluctuations in interest rates have a direct impact on expected cash flows from mortgage-backed and asset-backed securities. As interest rates fall, an increase in prepayments on these assets results in earlier than expected receipt of cash flows forcing us to reinvest the proceeds in an unfavorable lower interest rate environment, and conversely as interest rates rise, a decrease in prepayments on these assets results in later than expected receipt of cash flows forcing us to forgo reinvesting in a favorable higher interest rate environment. As of December 31, 2007, we held $2,654,969 of fixed maturity securities at fair market value and $822,184 of commercial mortgages at amortized cost for a combined total of 85% of total invested assets. As of December 31, 2006, we held $2,915,346 of fixed maturity securities at fair market value and $750,283 of commercial mortgages at amortized cost for a combined total of 85% of total invested assets. As of December 31, 2005, we held $3,488,415 of fixed maturity securities at fair market value and $758,966 of commercial mortgages at amortized cost for a combined total of 83% of total invested assets.

We expect to manage interest rate risk by selecting investments with characteristics such as duration, yield, currency and liquidity tailored to the anticipated cash outflow characteristics of our insurance and reinsurance liabilities.

Our group long-term disability and group term life waiver of premium reserves are also sensitive to interest rates. These reserves are discounted to the valuation date at the valuation interest rate. The valuation interest rate is determined by taking into consideration actual and expected earned rates on our asset portfolio, with adjustments for investment expenses and provisions for adverse deviation.

Credit Risk

We have exposure to credit risk primarily as a holder of fixed income securities and by entering into reinsurance cessions.

Our risk management strategy and investment policy is to invest in debt instruments of high credit quality issuers and to limit the amount of credit exposure with respect to any one issuer. We attempt to limit our credit exposure by imposing fixed maturity portfolio limits on individual issuers based upon credit quality. Currently our portfolio limits are 1.5% for issuers rated AA-and above, 1% for issuers rated A- to A+, 0.75% for issuers rated BBB- to BBB+ and 0.38% for issuers rated BB- to BB+. These portfolio limits are further reduced for certain issuers with whom we have credit exposure on reinsurance agreements.

We use the lower of Moody’s or Standard & Poor’s ratings to determine an issuer’s rating.

We are also exposed to the credit risk of our reinsurers. When we reinsure, we are still liable to our insureds regardless of whether we get reimbursed by our reinsurer. As part of our overall risk and capacity management strategy, we purchase reinsurance for certain risks that we underwrite.

For at least 50% of our $1,303,620$1,312,268 of reinsurance recoverables at December 31, 2006,2007, we are protected from the credit risk by using some type of risk mitigation mechanism such as a trust, letter of credit or by withholding the assets in a modified coinsurance or co-funds-withheld arrangement. For example, reserves of $752,377$700,483 and $423,889$489,865 as of December 31, 20062007 relating to two large coinsurance arrangements with The Hartford and John Hancock, respectively, related to sales of businesses are secured by such mechanisms. If the value of the assets in these trusts decreases, The Hartford and John Hancock, as the case may be, will be required to put more assets in the trusts. We may be dependent on the financial condition of The Hartford and John

Hancock, whose A.M. Best ratings are currently A+ and A++, respectively. For recoverables that are not protected by these mechanisms, we are dependent solely on the credit of the reinsurer. Occasionally, the credit worthiness of the reinsurer becomes questionable. We believe that a majority of our reinsurance exposure has been ceded to companies rated A- or better by A.M. Best.

Inflation Risk

Inflation risk arises as we invest substantial funds in nominal assets which are not indexed to the level of inflation, whereas the underlying liabilities are indexed to the level of inflation. Approximately 23%22% of our pre-funded funeralpreneed insurance policies with reserves of approximately $347,000$327,000 as of December 31, 20062007 have death benefits that are guaranteed to grow with the Consumer Price Index. In times of

rapidly rising inflation the credited death benefit growth on these liabilities increases relative to the investment income earned on the nominal assets resulting in an adverse impact on earnings. We have partially mitigated this risk by purchasing a contract with payments tied to the Consumer Price Index. See “—Derivatives.”

In addition, we have inflation risk in our individual and small employer group health insurance businesses to the extent that medical costs increase with inflation and we have not been able to increase premiums to keep pace with inflation.

Derivatives

Derivatives are financial instruments whose values are derived from interest rates, foreign exchange rates, financial indices or the prices of securities or commodities. Derivative financial instruments may be exchange-traded or contracted in the over-the-counter market and include swaps, futures, options and forward contracts.

Under insurance statutes, our insurance companies may use derivative financial instruments to hedge actual or anticipated changes in their assets or liabilities, to replicate cash market instruments or for certain income-generating activities. These statutes generally prohibit the use of derivatives for speculative purposes. We generally do not use derivative financial instruments.

We have purchased a contract to partially hedge the inflation risk exposure inherent in some of our pre-funded funeralpreneed insurance policies.

In 2003, we determined that the modified coinsurance agreement with The Hartford contained an embedded derivative. In accordance with the Financial Accounting Standards Board’s Derivatives Implementation Group Statement 133 Implementation Issue No. 36,Embedded Derivatives: Modified Coinsurance Arrangements and Debt Instruments That Incorporate Credit Risk Exposures That Are Unrelated or Only Partially Related to the Creditworthiness of the Obligor under Those Instruments (“DIG B36”), we bifurcated the contract into its debt host and embedded derivative (total return swap) and recorded the embedded derivative at fair value on the balance sheet. Contemporaneous with adoption of DIG B36, we reclassified the invested assets related to this modified coinsurance agreement from fixed maturities available for sale to trading securities, included in other investments. The combination of the two aforementioned transactions has no net impact in the consolidated statements of operations for all periods presented.

Item 8.Item 8.Financial Statements and Supplementary Data

The consolidated financial statements and financial statement schedules in Part IV, Item 15(a) 1 and 2 of this report are incorporated by reference into this Item 8.

Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

There have been no changes in or disagreements with accountants on accounting and financial disclosure.

Item 9A.Controls and Procedures

Disclosure Controls and Procedures

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2006. Based on

this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of that date in providing a reasonable level of assurance that information we are required to disclose in reports we file or furnish under the Exchange Act is recorded, processed, summarized and reported within the time periods in SEC rules and forms. Further, our disclosure controls and procedures were effective in providing a reasonable level of assurance that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There have been no changes in our internal control over financial reporting that occurred during Union Security’s fourth fiscal quarter in 2006 that has materially affected, or is reasonably likely to materially affect, our Interim Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2007. Based on this evaluation, our Interim Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of that date in providing a reasonable level of assurance that information we are required to disclose in reports we file or furnish under

the Exchange Act is recorded, processed, summarized and reported within the time periods in SEC rules and forms. Further, our disclosure controls and procedures were effective in providing a reasonable level of assurance that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our Interim Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. A company’s internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management assessed its internal control over financial reporting as of December 31, 2007 using criteria established in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Management, including the Company’s interim chief executive officer and its chief financial officer, based on their evaluation of the Company’s internal control over financial reporting (as defined in Securities Exchange Act Rule 13a-15(f)), have concluded that the Company’s internal control over financial reporting was effective as of December 31, 2007.

There have been no changes in the Company’s internal control over financial reporting that occurred during the Company’s fourth fiscal quarter in 2007 that have materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B.Other Information

None.

PART III

Item 10.Directors and Executive Officers and Corporate Governanceof The Registrant

Not required under reduced disclosure format.

Item 11.Executive Compensation

Not required under reduced disclosure format.

Not required under reduced disclosure format.

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Not required under reduced disclosure format.

Item 13.Certain Relationships and Related Transactions and Director Independence

Not required under reduced disclosure format.

Item 14.Principal Accounting Fees and Services

PricewaterhouseCoopers LLP has audited our financial statements for fiscal 2006. The following table shows the aggregate fees billed to us by PricewaterhouseCoopers LLP for services rendered and the percentage of those services that were approved by Assurant’s Audit Committee, in its capacity as a committee of Assurant’s Board of Directors, during the fiscal years ended December 31, 2006 and 2005.

PricewaterhouseCoopers LLP has audited our financial statements for fiscal 2007. The following table shows the aggregate fees billed to us by PricewaterhouseCoopers LLP for services rendered and the percentage of those services that were approved by Assurant’s Audit Committee, in its capacity as a committee of Assurant’s Board of Directors, during the fiscal years ended December 31, 2007 and 2006.

   Fiscal Year Ended
December 31, 2007
  Fiscal Year Ended
December 31, 2006
 

Description of Fees

  Amount  Percentage  Amount  Percentage 

Audit fees

  $981  100% $1,113  100%

Audit related fees

   —    —     —    —   

Tax fees

   —    —     —    —   

All other fees

   —    —     —    —   

The Audit Committee of Assurant’s Board of Directors adopted written procedures for pre-approval of services by the independent registered public accounting firm, including procedures relating to the Assurant Audit Committee’s power to:

Retain and terminate the independent registered public accounting firm and approve all audit engagement fees and terms;

Inform each independent registered public accounting firm performing work for Union Security that such shall report directly to the Assurant Audit Committee;

Directly oversee the work of any independent registered public accounting firm employed by Union Security, including the resolution of any disagreement between management and the independent registered public accounting firm regarding financial reporting, for the purpose of preparing or issuing an audit report or related work; and

Approve in advance any significant audit or non-audit engagement or relationship between Union Security and the independent registered public accounting firm, other than “prohibited non-auditing services.”

“Prohibited non-auditing services” are services that Congress, the SEC or the Public Company Accounting Oversight Board prohibits through regulation. Notwithstanding the foregoing, pre-approval is not necessary for minor audit services if: (i) the aggregate amount of all such non-audit services provided to the Company constitutes not more than 5% of the total amount of revenues paid by Assurant and its subsidiaries to its auditor during the fiscal year in which the non-audit services are provided; (ii) such services were not recognized by Assurant at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Assurant Audit Committee and approved prior to the completion of the audit by the Assurant Audit Committee or by one or more members of the Assurant Audit Committee to whom authority to grant such approvals has been delegated by the Assurant Board of Directors. The Assurant Audit Committee may delegate to one or more of its members the authority to approve in advance all significant audit or non-audit services to be provided by the independent registered public accounting firm so long as it is presented to the full Assurant Audit Committee at a later time.

PART IV

 

   Fiscal Year Ended
December 31, 2006
  Fiscal Year Ended
December 31, 2005
 

Description of Fees (in thousands)

  Amount  Percentage  Amount  Percentage 

Audit Fees

  $1,113  100% $1,914  100%

Audit Related Fees

   —    —     —    —   

Tax Fees

   —    —     —    —   

All Other Fees

   —    —     —    —   

The Audit Committee of Assurant’s Board of Directors adopted written procedures for pre-approval of services by the independent auditors, including procedures relating to the Assurant Audit Committee’s power to:

Retain and terminate independent auditors and approve all audit engagement fees and terms;

Inform each registered public accounting firm performing work for Union Security that such shall report directly to the Assurant Audit Committee;

Directly oversee the work of any registered public accounting firm employed by Union Security, including the resolution of any disagreement between management and the auditor regarding financial reporting, for the purpose of preparing or issuing an audit report or related work; and

Approve in advance any significant audit or non-audit engagement or relationship between Union Security and the independent auditors, other than “prohibited non-auditing services.”

“Prohibited nonauditing services” are services that Congress, the SEC or the Public Company Accounting Oversight Board prohibits through regulation. Notwithstanding the foregoing, pre-approval is not necessary for minor audit services if: (i) the aggregate amount of all such non-audit services provided to Assurant and its subsidiaries constitutes not more than 5% of the total amount of revenues paid by Assurant and its subsidiaries to its auditor during the fiscal year in which the non-audit services are provided; (ii) such services were not recognized by Assurant at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Assurant Audit Committee and approved prior to the completion of the audit by the Assurant Audit Committee or by one or more members of the Assurant Audit Committee to whom authority to grant such approvals has been delegated by the Assurant Board of Directors. The Assurant Audit Committee may delegate to one or more of its members the authority to approve in advance all significant audit or non-audit services to be provided by the independent auditors so long as it is presented to the full Assurant Audit Committee at a later time.

PART IV

Item 15.Exhibits and Financial Statement Schedules

(a)1. Financial Statements

The following consolidated financial statements of Union Security Insurance Company, incorporated by reference into Item 8, are attached hereto:

Page

Consolidated Financial Statements of Union Security Insurance Company incorporated by reference into Item 8, are attached hereto:

Page

Consolidated Financial Statements of Union Security Insurance Company Report of Independent Registered Public Accounting Firm

  F-1

Report of Independent Registered Public Accounting Firm

F-1

Consolidated Balance Sheets of Union Security Insurance Company at December 31, 2006 and 2005

F-2

Consolidated Statements of Operations of Union Security Insurance Company for the Years Ended December 31, 2006, 2005 and 2004

F-3

Consolidated Statements of Changes in Stockholder’s Equity of Union Security Insurance Company for the Years Ended December 31, 2006, 2005 and 2004

F-4

Consolidated Statements of Cash Flows of Union Security Insurance Company for the Years Ended December 31, 2006, 2005 and 2004

F-5

Notes to Consolidated Financial Statements of Union Security Insurance Company

F-7

(a)2. Financial Statement Schedules

The following consolidated financial statement schedules of Union Security Insurance Company are attached hereto:at December 31, 2007 and 2006

F-2

All schedules are omitted because they are not applicable, not required, orConsolidated Statements of Operations of Union Security Insurance Company for the information is includedYears Ended December 31, 2007, 2006 and 2005

F-3

Consolidated Statements of Changes in Stockholder’s Equity of Union Security Insurance Company for the consolidated financial statements or the notes thereto.

(a)3. ExhibitsYears Ended December 31, 2007, 2006 and 2005

The following exhibits either (a) are filed with this report or (b) have previously been filed with the SEC and are incorporated herein by reference to those prior filings. Exhibits are available upon request at the investor relations section of the Assurant website, located at www.assurant.com.

3.1  F-4

Consolidated Statements of Cash Flows of Union Security Insurance Company for the Years Ended December 31, 2007, 2006 and 2005

F-5

Notes to Consolidated Financial Statements of Union Security Insurance Company

F-7

(a)2. Consolidated Financial Statement Schedules

The following consolidated financial statement schedules of Union Security Insurance Company are attached hereto:

All schedules are omitted because they are not applicable, not required, or the information is included in the consolidated financial statements or the notes thereto.

(a)3. Exhibits

The following exhibits either (a) are filed with this report or (b) have previously been filed with the SEC and are incorporated herein by reference to those prior filings. Exhibits are available upon request at the investor relations section of our website, located at www.assurant.com.

  3.1Articles of Incorporation of Fortis Benefits Insurance Company (incorporated by reference from the Registrant’s Registration Statement on Form S-6 and Variable Account C filed on March 17, 1986, File No. 33-03919).

3.2  3.2By-laws of Fortis Benefits Insurance Company (incorporated by reference from the Registrant’s Registration Statement on Form S-6 and Variable Account C filed on March 17, 1986, File No. 33-03919).

3.3  3.3Amendments to Articles of Incorporation and By-laws of Fortis Benefits Insurance Company dated November 21, 1991 (incorporated by reference from the Registrant’s Post-Effective Amendment No. 1 to the Registration Statement on Form N-4 and Variable Account D filed on March 2, 1992, File No. 33-37577).

3.4  3.4Amendment to By-laws of Fortis Benefits Insurance Company dated May 1, 1999 (incorporated by reference from Exhibit 3(d) to the Registrant’s Form 10-K filed on March 30, 2001, File No. 33-63799).

  3.5Restated Articles of Incorporation of Fortis Benefits Insurance Company dated September 29, 2004 (incorporated by reference from Exhibit 3.1 to Registrant’s Form 10-Q filed November 12, 2004, File No. 33-37576).
  3.5Restated Articles of Incorporation of Fortis Benefits Insurance Company dated September 29, 2004 (incorporated by reference from Exhibit 3.1 to Registrant’s Form 10-Q filed November 12, 2004, File No. 33-37576).

  3.6Amendment To The Restated Articles of Incorporation of Fortis Benefits Insurance Company, effective September 6, 2005 (incorporated by reference from Exhibit 3.6 to Registrant’s Form 10-K, originally filed March 1, 2007).

3.6Amendment To The Restated Articles of Incorporation of Fortis Benefits Insurance Company, effective September 6, 2005.
3.7  3.7Restated By-laws of Fortis Benefits Insurance Company dated September 30, 2004 (incorporated by reference from Exhibit 3.6 to Registrant’s Form 10-K, originally filed March 31, 2005).

3.8  3.8Amendment To The Restated Bylaws of Union Security Insurance Company effective September 6, 2005 (incorporated by reference from Exhibit 3.7 to Registrant’s Form 10-K, originally filed March 10, 2006).

4.1  4.1Form of Annuity Contract (incorporated by reference from Registrant’s Post-Effective Amendment No. 14 to the Registration Statement on Form N-4 and Variable Account D filed on April 28, 1998, File No. 33-37577).

4.2  4.2Form of Certificate to be used in connection with Form of Combination Fixed and Variable Group Annuity Contract filed as Exhibit 4.1 to this report (incorporated by reference from Registrant’s Post-Effective Amendment No. 1 to the Registration Statement on Form N-4 and Variable Account D filed on March 2, 1992, File No. 33-37577).

4.3  4.3Form of Application to be used in connection with Form of Contract filed as Exhibit 4.1 to this report (incorporated by reference from Registrant’s Post-Effective Amendment No. 17 to the Registration Statement on Form N-4 and Variable Account D filed on April 19, 2002, File No. 33-37577).

10.1Asset Purchase and Assumption Reinsurance Agreement between Union Security Insurance Company and Assurant Life of Canada dated as of April 1, 2006 (incorporated by reference from Exhibit 10.1 to Registrant’s Form 10-K, originally filed March 1, 2007).
10.1

Asset Purchase and Assumption Reinsurance Agreement between Union Security Insurance Company and Assurant Life of Canada dated as of April 1,

10.2Adjustment to Asset Purchase and Assumption Reinsurance Agreement between Union Security Insurance Company and Assurant Life of Canada dated as of June 15, 2006.

24.1Power of Attorney.

31.1Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.

31.2Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.

32.1Certification of Interim Chief Executive Officer of Union Security Insurance Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2Certification of Chief Financial Officer of Union Security Insurance Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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 March 1, 2007.

UNION SECURITY INSURANCE COMPANY
By:/S/    P. BRUCE CAMACHO
Name:P. Bruce Camacho
Title:President and Chief Executive Officer
By:/S/    PETER A. WALKER
Name:Peter A. Walker
Title:Treasurer and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities indicated on March 1, 2007.

Signature

Title

/S/    ROBERT B. POLLOCK        

Robert B. Pollock

Chairman of the Board

/S/    P. BRUCE CAMACHO        

P. Bruce Camacho

President and Chief Executive Officer

(Principal Executive Officer)

/S/    S. CRAIG LEMASTERS        

S. Craig Lemasters

Director

/S/    MICHAEL J. PENINGER        

Michael J. Peninger

Director

/S/    LESLEY G. SILVESTER        

Lesley G. Silvester

Director

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholder of

Union Security Insurance Company:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, changes in stockholder’s equity and cash flows present fairly, in all material respects, the financial position of Union Security Insurance Company and its subsidiaries (the Company), an indirect wholly owned subsidiary of Assurant, Inc. at December 31, 2006 and 2005, and the results of their operations and their cash flows for eachpursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the three years in the period ended December 31, 2006 in conformity with accounting principles generally accepted in the United StatesSarbanes-Oxley Act of America. These consolidated financial statements are the responsibility2002.

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 February 29, 2008.

UNION SECURITY INSURANCE COMPANY
By:/s/ John S. Roberts        

Name:  John S. Roberts

Title:    Interim President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities indicated on February 29, 2008.

Signature

Title

/s/ John S. Roberts

Interim President and Chief Executive Officer
John S. Roberts

(Principal Executive Officer)

/s/ Stacia N. Almquist

Treasurer and Chief Financial Officer

Stacia N. Almquist

(Principal Financial Officer)

*

Chairman of the Board
Robert B. Pollock

Director
P. Bruce Camacho

*

Director
S. Craig Lemasters

*

Director
Michael J. Peninger

*

Director
Lesley G. Silvester

By:

/s/ John S. Roberts

Name:

John S. Roberts

Attorney-in-Fact

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholder of

Union Security Insurance Company:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, changes in stockholder’s equity and cash flows present fairly, in all material respects, the financial position of Union Security Insurance Company and its subsidiaries (the Company), an indirect wholly-owned subsidiary of Assurant, Inc. at December 31, 2007 and 2006, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2007 in conformity with accounting principles generally accepted in the United States of America. These consolidated financial statements are the responsibility of the Company’s management; our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits of these statements in accordance with standards of the Public Company Accounting Oversight Board (United States), which require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

March 1, 2007

February 29, 2008
Minneapolis, Minnesota

Union Security Insurance Company

Consolidated Balance Sheets

At December 31, 20062007 and 20052006

 

   December 31,
2006
  December 31,
2005
   (in thousands except number
of shares)

Assets

    

Investments:

    

Fixed maturities available for sale, at fair value (amortized cost—$ 2,823,347 in 2006 and $3,316,091 in 2005)

  $2,915,346  $3,488,415

Equity securities available for sale, at fair value (cost—$316,087 in 2006 and $ 317,341 in 2005)

   320,010   318,120

Commercial mortgage loans on real estate at amortized cost

   750,283   758,966

Policy loans

   7,840   9,773

Short-term investments

   48,141   80,329

Collateral held under securities lending

   176,937   384,141

Other investments

   87,323   61,024
        

Total investments

   4,305,880   5,100,768

Cash and cash equivalents

   75,233   19,042

Premiums and accounts receivable, net

   98,598   88,566

Reinsurance recoverables

   1,303,620   1,261,030

Due from affiliates

   19,306   —  

Accrued investment income

   46,332   51,353

Deferred acquisition costs

   63,571   123,222

Property and equipment, at cost less accumulated depreciation

   577   1,069

Deferred income taxes, net

   41,267   25,344

Goodwill

   156,817   164,643

Value of business acquired

   26,667   33,965

Other assets

   38,153   42,194

Assets held in separate accounts

   3,020,811   3,200,233
        

Total assets

  $9,196,832  $10,111,429
        

Liabilities

    

Future policy benefits and expenses

  $2,747,384  $3,154,577

Unearned premiums

   38,945   39,980

Claims and benefits payable

   1,938,726   1,936,611

Commissions payable

   16,188   22,995

Reinsurance balances payable

   3,143   10,529

Funds held under reinsurance

   107   96

Deferred gains on disposal of businesses

   158,155   173,084

Obligation under securities lending

   176,937   384,141

Accounts payable and other liabilities

   134,466   174,644

Due to affiliates

   —     5,887

Tax payable

   62,706   6,723

Liabilities related to separate accounts

   3,020,811   3,200,233
        

Total liabilities

  $8,297,568  $9,109,500
        

Commitments and contingencies (Note 16)

    
        

Stockholder’s equity

    

Common stock, par value $5 per share, 1,000,000 shares authorized, issued, and outstanding

   5,000   5,000

Additional paid-in capital

   545,635   542,472

Retained earnings

   286,350   334,928

Accumulated other comprehensive income

   62,279   119,529
        

Total stockholder’s equity

   899,264  ��1,001,929
        

Total liabilities and stockholder’s equity

  $9,196,832  $10,111,429
        

   December 31,
2007
  December 31,
2006
   (in thousands except number of shares
and per share amounts)

Assets

    

Investments:

    

Fixed maturity securities available for sale, at fair value (amortized cost - $2,611,076 in 2007 and $2,823,347 in 2006)

  $2,654,969  $2,915,346

Equity securities available for sale, at fair value (cost - $303,785 in 2007 and $316,087 in 2006)

   268,672   320,010

Commercial mortgage loans on real estate at amortized cost

   822,184   750,283

Policy loans

   7,724   7,840

Short-term investments

   44,092   48,141

Collateral held under securities lending

   240,049   176,937

Other investments

   74,781   87,323
        

Total investments

   4,112,471   4,305,880

Cash and cash equivalents

   32,832   75,233

Premiums and accounts receivable, net

   106,229   98,598

Reinsurance recoverables

   1,312,268   1,303,620

Due from affiliates

   6,381   19,306

Accrued investment income

   42,352   46,332

Deferred acquisition costs

   50,575   63,571

Property and equipment, at cost less accumulated depreciation

   298   577

Deferred income taxes, net

   60,624   41,267

Goodwill

   156,817   156,817

Value of business acquired

   22,816   26,667

Other assets

   36,378   38,153

Assets held in separate accounts

   2,867,617   3,020,811
        

Total assets

  $8,807,658  $9,196,832
        

Liabilities

    

Future policy benefits and expenses

  $2,675,363  $2,735,515

Unearned premiums

   40,147   38,945

Claims and benefits payable

   1,840,353   1,855,299

Commissions payable

   15,507   16,188

Reinsurance balances payable

   2,706   3,143

Funds held under reinsurance

   118   107

Deferred gains on disposal of businesses

   134,607   158,155

Obligations under securities lending

   240,049   176,937

Accounts payable and other liabilities

   208,691   229,762

Income taxes payable

   1,459   62,706

Liabilities related to separate accounts

   2,867,617   3,020,811
        

Total liabilities

   8,026,617   8,297,568
        

Commitments and contingencies (Note 16)

    

Stockholder’s equity

    

Common stock, par value $5 per share, 1,000,000 shares authorized, issued, and outstanding

   5,000   5,000

Additional paid-in capital

   545,635   545,635

Retained earnings

   224,710   286,350

Accumulated other comprehensive income

   5,696   62,279
        

Total stockholder’s equity

   781,041   899,264
        

Total liabilities and stockholder’s equity

  $8,807,658  $9,196,832
        

See the accompanying notes to the consolidated financial statements

Union Security Insurance Company

Consolidated Statements of Operations

Years Ended December 31, 2007, 2006 2005 and 20042005

 

   Years Ended December 31,
   2006  2005  2004
   (in thousands)

Revenues

     

Net earned premiums and other considerations

  $1,366,820  $1,710,771  $1,756,630

Net investment income

   286,974   293,910   275,696

Net realized gains (losses) on investments

   8,490   (1,651)  8,371

Amortization of deferred gains on disposal of businesses

   14,929   33,098   43,299

Fees and other income

   73,183   10,427   13,033
            

Total revenues

   1,750,396   2,046,555   2,097,029

Benefits, losses and expenses

     

Policyholder benefits

   1,027,054   1,293,289   1,352,139

Amortization of deferred acquisition costs and value of business acquired

   46,376   78,258   75,011

Underwriting, general and administrative expenses

   423,758   490,245   490,413
            

Total benefits, losses and expenses

   1,497,188   1,861,792   1,917,563
            

Income before income taxes

   253,208   184,763   179,466

Income taxes

   106,576   68,792   59,832
            

Net income

  $146,632  $115,971  $119,634
            

 

   Years Ended December 31, 
   2007  2006  2005 
   (in thousands) 

Revenues

     

Net earned premiums and other considerations

  $1,259,930  $1,366,820  $1,710,771 

Net investment income

   286,235   286,974   293,910 

Net realized (losses) gains on investments

   (28,219)  8,490   (1,651)

Amortization of deferred gains on disposal of businesses

   23,548   14,929   33,098 

Fees and other income

   16,395   73,183   10,427 
             

Total revenues

   1,557,889   1,750,396   2,046,555 
             

Benefits, losses and expenses

     

Policyholder benefits

   934,609   1,023,627   1,291,384 

Amortization of deferred acquisition costs and value of business acquired

   43,575   46,375   78,258 

Underwriting, general and administrative expenses

   383,106   427,186   492,150 
             

Total benefits, losses and expenses

   1,361,290   1,497,188   1,861,792 
             

Income before provision for income taxes

   196,599   253,208   184,763 

Provision for income taxes

   57,121   106,576   68,792 
             

Net income

  $139,478  $146,632  $115,971 
             

See the accompanying notes to the consolidated financial statements

Union Security Insurance Company

Consolidated Statements of Changes in Stockholder’s Equity

Years Ended December 31, 2007, 2006 2005 and 20042005

 

   Common
Stock
  Additional
Paid-in
Capital
  Retained
Earnings
  Accumulated
Other
Comprehensive
Income (Loss)
  Total 
   (in thousands) 

Balance, January 1, 2004

  $5,000  $516,873  $344,097  $156,402  $1,022,372 

Dividends on common stock

   —     —     (76,250)  —     (76,250)

Other

   —     —     1,674   —     1,674 

Comprehensive income:

       

Net income

   —     —     119,634   —     119,634 

Net change in unrealized gains on securities

   —     —     —     13,489   13,489 

Foreign currency translation

   —     —     (23)  2,784   2,761 
          

Total comprehensive income

        135,884 
                     

Balance, December 31, 2004

   5,000   516,873   389,132   172,675   1,083,680 

Dental mergers (see Note 1)

   —     25,599   9,825   34   35,458 

Dividends on common stock

   —     —     (180,000)  —     (180,000)

Comprehensive income:

       

Net income

   —     —     115,971   —     115,971 

Net change in unrealized gains on securities

   —     —     —     (53,480)  (53,480)

Foreign currency translation

   —     —     —     300   300 
          

Total comprehensive income

        62,791 
                     

Balance, December 31, 2005

   5,000   542,472   334,928   119,529   1,001,929 

Dividends on common stock

   —     —     (210,000)  —     (210,000)

Transfer of Canadian Operations (See Note 1)

   —     5,824   14,790   (18,956)  1,658 

Capital Contribution

   —     10   —     —     10 

Other

   —     (2,671)  —     —     (2,671)

Comprehensive income:

       

Net income

   —     —     146,632   —     146,632 

Net change in unrealized gains on securities

   —     —     —     (38,445)  (38,445)

Foreign currency translation

   —     —     —     151   151 
          

Total comprehensive income

        108,338 
                     

Balance, December 31, 2006

  $5,000  $545,635  $286,350  $62,279  $899,264 
                     

 

   Common
Stock
  Additional
Paid-in
Capital
  Retained
Earnings
  Accumulated
Other
Comprehensive
Income (Loss)
   Total 
   (in thousands) 

Balance, January 1, 2005

  $5,000  $516,873  $389,132  $172,675   $1,083,680 

Dental mergers

   —     25,599   9,825   34    35,458 

Dividends

   —     —     (180,000)  —      (180,000)

Comprehensive income:

        

Net income

   —     —     115,971   —      115,971 

Other comprehensive income:

        

Net change in unrealized gains on securities, net of taxes

   —     —     —     (53,480)   (53,480)

Net change in foreign currency translation, net of taxes

   —     —     —     300    300 
           

Total other comprehensive loss

         (53,180)
           

Total comprehensive income

         62,791 
                      

Balance, December 31, 2005

   5,000   542,472   334,928   119,529    1,001,929 

Dividends

   —     —     (210,000)  —      (210,000)

Transfer of Canadian operations

   —     5,824   14,790   (18,956)   1,658 

Capital contribution

   —     10   —     —      10 

Other

   —     (2,671)  —     —      (2,671)

Comprehensive income:

        

Net income

   —     —     146,632   —      146,632 

Other comprehensive income:

        

Net change in unrealized gains on securities, net of taxes

   —     —     —     (38,445)   (38,445)

Net change in foreign currency translation, net of taxes

   —     —     —     151    151 
           

Total other comprehensive loss

         (38,294)
           

Total comprehensive income

         108,338 
                      

Balance, December 31, 2006

   5,000   545,635   286,350   62,279    899,264 

Dividends

   —     —     (197,000)  —      (197,000)

Cumulative effect of change in accounting principle (Note 2)

   —     —     (4,118)  —      (4,118)

Comprehensive income:

        

Net income

   —     —     139,478   —      139,478 

Other comprehensive income:

        

Net change in unrealized gains on securities, net of taxes

   —     —     —     (56,642)   (56,642)

Net change in foreign currency translation, net of taxes

   —     —     —     59    59 
           

Total other comprehensive loss

         (56,583)
           

Total comprehensive income

         82,895 
                      

Balance, December 31, 2007

  $5,000  $545,635  $224,710  $5,696   $781,041 
                      

See the accompanying notes to the consolidated financial statements

Union Security Insurance Company

Consolidated Statements of Cash Flows

Years Ended December 31, 2007, 2006 and 2005

   Years Ended December 31, 
   2007  2006  2005 
   (in thousands) 

Operating activities

    

Net income

  $139,478  $146,632  $115,971 

Adjustments to reconcile net income to net cash provided by operating activities:

    

Change in reinsurance recoverables

   (8,648)  (42,590)  (22,919)

Change in premiums and accounts receivable

   (2,976)  (25,271)  2,370 

Depreciation and amortization

   2,124   1,519   2,293 

Change in deferred acquisition costs and value of business acquired

   10,512   18,501   (213)

Change in accrued investment income

   3,980   (476)  655 

Change in insurance policy reserves and expenses

   (73,896)  (18,203)  162,000 

Change in accounts payable and other liabilities

   (13,212)  (339)  (11,301)

Change in commissions payable

   (681)  (3,393)  2,978 

Change in reinsurance balances payable

   (437)  (7,386)  3,802 

Change in funds held under reinsurance

   11   11   3 

Amortization of deferred gains on disposal of businesses

   (23,548)  (14,929)  (33,098)

Change in income taxes

   (47,888)  66,750   22,239 

Net realized losses (gains) on investments

   28,219   (8,490)  1,651 

Other

   302   8,919   7,837 
             

Net cash provided by operating activities

   13,340   121,255   254,268 
             

Investing activities

    

Sales of:

    

Fixed maturity securities available for sale

   382,557   670,674   499,575 

Equity securities available for sale

   116,117   153,615   56,683 

Property and equipment

   —     26   —   

Maturities, prepayments, and scheduled redemption of:

    

Fixed maturity securities available for sale

   208,303   158,376   253,806 

Purchase of:

    

Fixed maturity securities available for sale

   (394,138)  (702,666)  (745,141)

Equity securities available for sale

   (116,049)  (198,150)  (74,251)

Property and equipment

   (25)  —     (22)

Change in other investments

   12,542   (26,299)  (12,004)

Change in commercial mortgage loans on real estate

   (72,213)  (8,312)  (62,152)

Change in short-term investments

   4,049   31,206   (15,324)

Change in collateral held under securities lending

   (63,112)  207,204   (51,865)

Change in policy loans

   116   562   225 
             

Net cash provided by (used in) investing activities

  $78,147  $286,236  $(150,470)
             

See the accompanying notes to the consolidated financial statements

Union Security Insurance Company

Consolidated Statements of Cash Flows

Years Ended December 31, 2007, 2006 2005 and 20042005

 

   Years Ended December 31, 
   2006  2005  2004 
   (in thousands) 

Operating activities

    

Net income

  $146,632  $115,971  $119,634 

Adjustments to reconcile net income to net cash provided by operating activities:

    

Change in reinsurance recoverable

   (42,590)  (22,919)  (27,812)

Change in premiums and accounts receivable

   (25,271)  2,370   (19,060)

Depreciation and amortization

   1,519   2,293   2,641 

Change in deferred acquisition costs and value of businesses acquired

   18,501   (213)  (3,095)

Change in accrued investment income

   (476)  655   (2,001)

Change in insurance policy reserves and expenses

   (13,885)  159,969   211,066 

Change in accounts payable and other liabilities

   (4,657)  (9,270)  7,019 

Change in commissions payable

   (3,393)  2,978   3,637 

Change in reinsurance balances payable

   (7,386)  3,802   1,589 

Change in funds held under reinsurance

   11   3   (7)

Amortization of deferred gain on disposal of businesses

   (14,929)  (33,098)  (43,299)

Change in income taxes

   66,750   22,239   11,396 

Net realized (gains) losses on investments

   (8,490)  1,651   (8,371)

Other

   8,919   7,837   2,123 
             

Net cash provided by operating activities

   121,255   254,268   255,460 
             

Investing activities

    

Sales of:

    

Fixed maturities available for sale

   670,674   499,575   578,205 

Equity securities available for sale

   153,615   56,683   44,282 

Property and equipment

   26   —     —   

Maturities, prepayments, and scheduled redemption of:

    

Fixed maturities available for sale

   158,376   253,806   175,875 

Purchase of:

    

Fixed maturities available for sale

   (702,666)  (745,141)  (831,922)

Equity securities available for sale

   (198,150)  (74,251)  (103,020)

Property and equipment

   —     (22)  —   

Change in other investments

   (26,299)  (12,004)  5,742 

Change in commercial mortgage loans on real estate

   (8,312)  (62,152)  (59,273)

Change in short-term investments

   31,206   (15,324)  24,237 

Change in collateral held under securities lending

   207,204   (51,865)  (47,622)

Change in policy loans

   562   225   803 
             

Net cash provided by (used in) investing activities

  $286,236  $(150,470) $(212,693)
             

   Years Ended December 31, 
   2007  2006  2005 
   (in thousands) 

Financing activities

    

Net cash received from transfer of Canadian operations

  $—    $65,894  $—   

Dividends paid

   (197,000)  (210,000)  (180,000)

Change in obligation under securities lending

   63,112   (207,204)  51,865 

Contributed capital

   —     10   —   
             

Net cash (used in) financing activities

  $(133,888) $(351,300)  (128,135)
             

Change in cash and cash equivalents

   (42,401)  56,191   (24,337)

Cash and cash equivalents at beginning of period

   75,233   19,042   43,379 
             

Cash and cash equivalents at end of period

  $32,832  $75,233  $19,042 
             

Supplemental information:

    

Income taxes paid (net of refunds)

  $104,754  $39,446  $45,964 

Supplemental schedule of non-cash investing activities:

    

Non-cash activities:

    

Foreign currency translation

  $59  $151  $300 

See the accompanying notes to the consolidated financial statements

Union Security Insurance Company

Consolidated Statements of Cash Flows—(Continued)

Years Ended December 31, 2006, 2005 and 2004

   Years Ended December 31, 
   2006  2005  2004 
   (in thousands) 

Financing activities

    

Net cash received from transfer of Canadian operations

  $65,894  $—    $—   

Dividends paid

   (210,000)  (180,000)  (76,250)

Change in obligation under securities lending

   (207,204)  51,865   47,622 

Contributed capital

   10   —     —   
             

Net cash used in financing activities

  $(351,300) $(128,135) $(28,628)

Change in cash and cash equivalents

   56,191   (24,337)  14,139 

Cash and cash equivalents at beginning of period

   19,042   43,379   29,240 
             

Cash and cash equivalents at end of period

  $75,233  $19,042  $43,379 
             

Supplemental information:

    

Income taxes paid (net of refunds)

  $39,446  $45,964  $48,447 

Supplemental schedule of non-cash investing activities:

    

Non-cash activities:

    

Foreign currency translation

  $151  $300  $2,784 

See the accompanying notes to the consolidated financial statements

Union Security Insurance Company

Notes to Consolidated Financial Statements

December 31, 2007, 2006 2005 and 20042005

(In thousands except share data)

1. Nature of Operations

1.Nature of Operations

Union Security Insurance Company (the “Company”), formerly known as Fortis Benefits Insurance Company, is a provider of life and health insurance products.products including group disability insurance, group dental insurance, group life insurance, small employer group health insurance and pre-funded funeral insurance (“preneed”). The Company is an indirect wholly ownedwholly-owned subsidiary of Assurant, Inc. (the “Parent”). The Parent’s common stock is traded on the New York Stock Exchange under the symbol AIZ.

The Company was redomesticated to Iowa from Minnesota in 2004. The Company distributes its products in all states except New York. The Company’s revenues are derived principally from group employee benefits and group health products. The Company offers group disability insurance, group dental insurance, group life insurance and small employer group health insurance.

Effective December 31, 2006, International Dental Plans, Inc. (“IDP”), an indirect wholly-owned subsidiary of the Parent, was merged into the operations of the Company. Accordingly, all prior period amounts have been restated to conform to the 2006 presentation.

Effective April 1, 2006, the Company transferred assets and liabilities related to its Canadian operations to Assurant Life of Canada (“ALOC”) for the purpose of re-domesticating Assurant’s Canadian operations. ALOC is also an indirect wholly-owned subsidiary of the Parent. See Note 15 – Related Party Transactions.

Effective November 9, 2005, the Company signed an agreement with Forethought Life Insurance Company (“Forethought”) to sell via reinsurance new preneed insurance policies written as of October 1, 2005 in the United States via independent funeral homes and funeral home chains other than those owned and operated by Service Corporation International (“SCI”). The Company will receive payments from Forethought over the next ten years based on the amount of business transitioned to Forethought.

Effective November 1, 2005, eight dental companies, indirectly wholly owned subsidiaries of the Parent (the “Dental Companies”), were merged into the operations of the Company. All of the Dental Companies engaged in the business of marketing prepaid dental care. The assets, liabilities, and operations of the Dental Companies for the year ended December 31, 2005 are included in the consolidated financial statements of the Company. Assets and liabilities were included at the current book value of the Dental Companies as of January 1, 2005. The Dental Companies had a combined net income of $3,358 for the year ended December 31, 2004. This amount is not included in the consolidated statements of operations of the Company for that period.

2. Summary of Significant Accounting Policies

2.Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Dollar amountsAmounts are presented in United States of America (“U.S.”) dollars and all amounts are in thousands, except for number of shares.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and all of its wholly ownedwholly-owned subsidiaries. All significant inter-company transactions and balances are eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. The most significant items on the

Union Security Insurance Company

Notes to Consolidated Financial Statements—(Continued)

December 31, 2006, 2005 and 2004

(In thousands except share data)

Company’s balance sheet affected by the use of estimates are investments, reinsurance recoverables, deferred acquisition costs (“DAC”), deferred income taxes, goodwill, valuation of business acquired (“VOBA”), future policy benefits and expenses, unearned premiums, claims and benefits payable, deferred gain on disposal of businesses, and commitments and contingencies. The estimates are sensitive to market conditions, investment yields, mortality, morbidity, commissions and other acquisition expenses, policyholder behavior and other factors. Actual results could differ from the estimates reported. The Company believes the amounts reported are reasonable and adequate.

Comprehensive Income

Comprehensive income is comprised of net income, unrealized gains and losses on foreign currency translation and unrealized gains and losses on securities classified as available for sale, less deferred income taxes.

Union Security Insurance Company

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005

(In thousands except share data)

Reclassifications

Certain prior period amounts have been reclassified to conform to the 20062007 presentation.

Revenue Recognition

The Company recognizes and reports revenue when realized or realizable and earned. Revenue generally is realized or realizable and earned when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collectibility is reasonably assured.

Foreign Currency Translation

For those foreign affiliates where the foreign currency is the functional currency, unrealized foreign currency translation gains (losses)and losses net of deferred income taxes have been reflected in “accumulated other comprehensive income”.income.”

Investments

Fixed maturitiesmaturity and equity securities are classified as available-for-sale and reported at fair value. If the fair value is higher than the amortized cost for debtfixed maturity securities or the purchase cost for equity securities, the excess is an unrealized gain; and, if lower than cost, the difference is an unrealized loss. The net unrealized gains and losses, less deferred income taxes, are included in accumulated other comprehensive income.

Commercial mortgage loans on real estate are reported at unpaid balances, adjusted for amortization of premium or discount, less allowance for losses. The allowance is based on management’s analysis of factors including actual loan loss experience, specific events based on geographical, political or economic conditions, industry experience and individually impaired loan loss analysis. A loan is considered individually impaired when it becomes probable that the Company will be unable to collect all amounts due, including principal and interest. Changes in the allowance for loan losses are recorded in net realized gains and losses.losses on investments.

Policy loans are reported at unpaid principal balances, which do not exceed the cash surrender value of the underlying policies.

Short-term investments include all investment cash and short maturity investments. These amounts are reported at cost, which approximates fair value.

Union Security Insurance Company

Notes to Consolidated Financial Statements—(Continued)

December 31, 2006, 2005 and 2004

(In thousands except share data)

Collateral held under securities lending and the obligation under securities lending are reported at cost, which approximates fair value.

Other investments consist primarily of investments in joint ventures partnerships and invested assets associated with a modified coinsurance arrangement.partnerships. The joint ventures and partnerships are valued according to the equity method of accounting. The invested assets related

Union Security Insurance Company

Notes to modified coinsurance arrangements are classified as trading securitiesConsolidated Financial Statements

December 31, 2007, 2006 and are reported at fair value.2005

(In thousands except share data)

The Company monitors its investment portfolio to identify investments that may be other than temporarilyother-than-temporarily impaired. In addition, securities whose market price is equal to 85% or less of their original purchase price are added to the impairment watchlist,watch-list, which is discussed at quarterly meetings attended by members of the Company’s investment, accounting and finance departments. Any security whose price decrease is deemed other-than-temporary is written down to its then current market level with the amount of the writedownwrite-down reported as a realized loss in that period. Assessment factors include, but are not limited to, the length of time and the extent to which the market value has been less than cost, the financial condition and rating of the issuer, whether any collateral is held and the intent and ability of the Company to retain the investment for a period of time sufficient to allow for recovery. Realized gains and losses on sales of investments and declines in value judged to be other-than-temporary are recognized on the specific identification basis.

Investment income is reportedrecorded as earned net of investment expenses. The interest method is used to recognize interest income on commercial mortgage loans.

The Company anticipates prepayments of principal in the calculation of the effective yield for mortgage-backed securities and structured securities. The majority of the Company’s mortgage-backed securities and structured securities are of high credit quality. The retrospective method is used to adjust the effective yield.

Cash and Cash Equivalents

The Company considers cash on hand, all operating cash and working capital cash to be cash equivalents. These amounts are carried principally at cost, which approximates fair value. Cash balances are reviewed at the end of each reporting period to determine if negative cash balances exist. If negative cash balances do exist, the cash accounts are netted with other positive cash accounts of the same bank providingprovided the right of offset exists between the accounts. If the right of offset does not exist, the negative cash balances are reclassified to accounts payable.

Receivables

The Company reportsrecords a receivable when revenue has been recognized and reported but the cash has not been collected. The Company maintains allowances for doubtful accounts, if necessary, for probable losses resulting from the inability to collect payments.

Reinsurance

Reinsurance recoverables include amounts related to paid benefits and estimated amounts related to unpaid policy and contract claims, future policyholder benefits and policyholder contract deposits. The cost of reinsurance is recognized over the terms of the underlying reinsured policies using assumptions consistent with those used to account for the policies. Amounts recoverable from reinsurers are estimated in a manner consistent

Union Security Insurance Company

Notes to Consolidated Financial Statements—(Continued)

December 31, 2006, 2005 and 2004

(In thousands except share data)

with claim and claim adjustment expense reserves or future policy benefits reserves and are reported in the consolidated balance sheets. The cost of reinsurance related to long-duration contracts is recognized over the life of the underlying reinsured policies. The ceding of insurance does not discharge the Company’s primary liability to insureds. An allowance for doubtful accounts is recorded, if necessary, on the basis of periodic evaluations of balances due from reinsurers, reinsurer solvency, management’s experience, and current economic conditions.

Reinsurance balances payable are reported for reinsurance assumed based upon ceding entities’ estimations.

Union Security Insurance Company

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005

(In thousands except share data)

Funds held under reinsurance represent amounts contractually held from assuming companies in accordance with reinsurance agreements.

Reinsurance balances payable include amounts related to ceded premiums and estimated amounts related to assumed paid or incurred losses, which are reported based upon ceding entities’ estimations. Reinsurance premiums assumed are calculated based upon payments received from ceding companies together with accrual estimates, which are based on both payments received and in force policy information received from ceding companies. Any subsequent differences arising on such estimates are recorded in the period in which they are determined.

Income Taxes

The Company reports its taxable income in a consolidated federal income tax return along with other affiliated subsidiaries of the Parent. Income tax expense or creditbenefit is allocated among the affiliated subsidiaries by applying corporate income tax rates to taxable income or loss determined on a separate return basis according to a tax allocation agreement.

Current federal income taxes are charged to operations based upon amounts estimated to be payable or recoverable as a result of taxable operations for the current year. Deferred income taxes are recognized for temporary differences between the financial reporting basis and income tax basis of assets and liabilities, based on enacted tax laws and statutory tax rates applicable to the periods in which we expect the temporary differences to reverse. The Company is required to establish a valuation allowance for any portion of the deferred tax assets that management believes will not be realized. In the opinion of management, it is more likely than not that the Company will realize the benefit of the deferred tax assets and, therefore, no such valuation allowance has been established.

The Company classifies net interest expense and any applicable penalties as a component of income tax expense.

Deferred Acquisition Costs

The costs of acquiring new business that vary with and are primarily related to the production of new business are deferred to the extent that such costs are deemed recoverable from future premiums or gross profits. Acquisition costs primarily consist of commissions, policy issuance expenses, and certain direct marketing expenses.

Loss recognitionPremium deficiency testing is performed annually and reviewed quarterly. Such testing involves the use of best estimate assumptions including the anticipation of interest income to determine if anticipated future policy premiums are adequate to recover all DAC and related claims, benefits and expenses. To the extent a premium deficiency exists, it is recognized immediately by a charge to the statement of operations and a corresponding reduction in DAC. If the premium deficiency is greater than unamortized DAC, a liability will be accrued for the excess deficiency.

Long Duration Contracts

Acquisition costs for pre-funded funeralpreneed life insurance policies and life insurance policies no longer offered are deferred and amortized in proportion to anticipated premiums over the premium-paying period. These acquisition costs consist primarily of first year commissions paid to agents and sales and policy issue costs.

Union Security Insurance Company

Notes to Consolidated Financial Statements—(Continued)Statements

December 31, 2007, 2006 2005 and 20042005

(In thousands except share data)

 

Acquisition costs relating to worksite group disabilitylife and lifedisability consist primarily of first year commissions to brokers and one timeone-time policy transfer fees and costs of issuing new certificates. These acquisition costs are front-end loaded, thus they are deferred and amortized over the estimated terms of the underlying contracts.

For pre-funded funeralpreneed investment type annuities and universal life and investment-type annuities no longer offered, DAC is amortized in proportion to the present value of estimated gross margins or profits from investment, mortality, expense margins and surrender charges over the estimated life of the policy or contract. The assumptions used for the estimates are consistent with those used in computing the policy or contract liabilities.

Acquisition costs on Fortis Financial Group (“FFG”) and Long-Term Care (“LTC”) disposed businesses were written off when the businesses were sold.

Short Duration Contracts

Acquisition costs relating to monthly pay credit insurance business consist mainly of direct marketing costs and are deferred and amortized over the estimated average terms and balances of the underlying contracts.

Acquisition costs relating to group term life, group disability and group dental consist primarily of compensation to sales representatives. These acquisition costs are front-end loaded; thus, they are deferred and amortized over the estimated terms of the underlying contracts.

Acquisition costs on all small group medical contracts consist primarily of commissions to agents and brokers and compensation to representatives. These contracts are considered short duration because the terms of the contract are not fixed at issue and they are not guaranteed renewable. As a result, these costs are not deferred, but rather they are recorded in the consolidated statement of operations in the period in which they are incurred.

Property and Equipment

Property and equipment are reported at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over estimated useful lives with a maximum of 39.5 years for buildings, a maximum of 7 years for furniture and a maximum of 5 years for equipment. Expenditures for maintenance and repairs are charged to income and reported as incurred. Expenditures for improvements are capitalized and depreciated over the remaining useful life of the asset.

Property and equipment also includes capitalized software costs, which represent costs directly related to obtaining, developing or upgrading internal use software. Such costs are capitalized and amortized using the straight-line method over their estimated useful lives.

Union Security Insurance Company

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005

(In thousands except share data)

Goodwill

Goodwill represents the excess of acquisition costs over the net fair values of identifiable assets acquired and liabilities assumed in a business combination. Goodwill is deemed to have an indefinite life and is not amortized, but rather tested at least annually for impairment. The goodwill impairment test has two steps. The first identifies potential impairments by comparing the fair value of a reporting unit with its book value, including goodwill. If the fair value of the reporting unit exceeds the carrying amount, goodwill is not impaired and the second step is not required. If the carrying value exceeds the fair value, the second step calculates the possible impairment loss by comparing the implied fair value of goodwill with the carrying amount. If the implied fair value of goodwill is less than the carrying amount, a write down is recorded. The fair value is based on an evaluation of ranges of future discounted earnings, public company trading multiples and acquisitions of similar companies. Certain key assumptions considered include forecasted trends in revenues, operating expenses and effective tax rates.

Union Security Insurance Company

Notes to Consolidated Financial Statements—(Continued)

December 31,The Company’s 2007 and 2006 2005 and 2004

(In thousands except share data)

The Company adopted the Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“FAS 142”) No. 142,Goodwill and Other Intangible Assets, on January 1, 2002. As part of the adoption of FAS 142, the Company is required to test goodwill on at least an annual basis. The Company performed a January 1, 2005 impairment test during the first quarter andtests concluded that goodwill iswas not impaired. Effective September 30, 2005, the Company changed the timing of its annual goodwill impairment test to the fourth quarter based on actual data through October 1st. The Company determined this change in accounting principle is preferable because it will allow management to incorporate this test into the normal flow of the financial planning and reporting cycle and provide more timely analysis on the recoverability of goodwill. The Company’s fourth quarter 2006 impairment test also concluded that goodwill is not impaired.

Value of Businesses Acquired

VOBA is the identifiable intangible asset representing the value of the insurance businesses acquired. The amount is determined using best estimates for mortality, lapse, maintenance expenses and investment returns at date of purchase. The amount determined represents the purchase price paid to the seller for producing the business. Similar to the amortization of DAC, the amortization of VOBA is over the premium payment period for traditional life insurance policies and a small block of limited payment policies. For the remaining limited payment policies, pre-funded funeralpreneed life insurance policies, all universal life policies and annuities, the amortization of VOBA is over the expected lifetime of the policies.

VOBA is tested for recoverability annually. If it is determined that future policy premiums and investment income or gross profits are not adequate to cover related losses or loss expenses, then an expense is reportedrecorded in current earnings.

Other Assets

Other assets include prepaid items and intangible assets. Identifiable intangibleIntangible assets withthat have finite lives, including costs capitalized relating to developing software for internal use,customer relationships, customer contracts and other intangible assets, are amortized on a straight-line basis over their estimated useful lives. The Company testsIntangible assets deemed to have indefinite useful lives, primarily certain state licenses, are not amortized and are subject to annual impairment tests. An impairment exists if the carrying amount of the indefinite-lived intangible asset exceeds its fair value. For other intangible assets forsubject to amortization, an impairment whenever circumstances warrant, but at least annually. If impairment exists, thenis recognized if the excess of the unamortized balance overcarrying amount is not recoverable and exceeds the fair value of the intangible assets will be charged to earnings at that time.asset.

Separate Accounts

Assets and liabilities associated with separate accounts relate to premium and annuity considerations for variable life and annuity products for which the contract-holder, rather than the Company, bears the investment risk. Separate account assets (with matching liabilities) are reported at fair value. Revenues and expenses related to the separate account assets and liabilities, to the extent of benefits paid or provided to the separate account policyholders,policy-holders, are excluded from the amounts reported in the accompanying consolidated statements of operations.operations because the accounts are administered by the reinsurers.

Union Security Insurance Company

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005

(In thousands except share data)

Prior to April 2, 2001, FFG had issued variable insurance products registered as securities under the Securities Act of 1933, as amended. These products featured fixed premiums, a minimum death benefit, and policyholder returns linked to an underlying portfolio of securities. The variable insurance products issued by FFG have been 100% reinsured with The Hartford Financial Services Group Inc. (“The Hartford”).

Reserves

Reserves are established according to GAAP, using generally accepted actuarial methods and are based on a number of factors. These factors include experience derived from historical claim payments and actuarial

Union Security Insurance Company

Notes to Consolidated Financial Statements—(Continued)

December 31, 2006, 2005 and 2004

(In thousands except share data)

assumptions to arrive at loss development factors. Such assumptions and other factors include trends, the incidence of incurred claims, the extent to which all claims have been reported, and internal claims processing charges. The process used in computing reserves cannot be exact, particularly for liability coverages, since actual claim costs are dependent upon such complex factors as inflation, changes in doctrines of legal liabilities and damage awards. The methods of making such estimates and establishing the related liabilities are periodically reviewed and updated.

Reserves do not represent an exact calculation of exposure, but instead represent our best estimates, generally involving actuarial projections at a given time, of what we expect the ultimate settlement and administration of a claim or group of claims will cost based on our assessment of facts and circumstances then known. The adequacy of reserves will be impacted by future trends in claims severity, frequency, judicial theories of liability and other factors. These variables are affected by both external and internal events, such as: changes in the economic cycle, changes in the social perception of the value of work, emerging medical perceptions regarding physiological or psychological causes of disability, emerging health issues and new methods of treatment or accommodation, inflation, judicial trends, legislative changes and claims handling procedures.

Many of these items are not directly quantifiable, particularly on a prospective basis. Reserve estimates are refined as experience develops. Adjustments to reserves, both positive and negative, are reflected in the statement of operations ofin the period in which such estimates are updated. Because establishment of reserves is an inherently uncertain process involving estimates of future losses, there can be no certainty that ultimate losses will not exceed existing claims reserves. Future loss development could require reserves to be increased, which could have a material adverse effect on our earnings in the periods in which such increases are made. However, based on information currently available, we believe our reserve estimates are adequate.

Long Duration Contracts

The Company’s long duration contracts include preneed life insurance policies and annuity contracts, traditional life insurance contracts no longer offered and FFG and LTC contracts disposed. Future policy benefits and expense reserves on LTC, life insurance policies and annuity contracts that are no longer offered and the traditional life insurance contracts within FFG are reported at the present value of future benefits to be paid to policyholders and related expenses less the present value of the future net premiums. These amounts are estimated and include assumptions as to the expected investment yield, inflation, mortality, morbidity and withdrawal rates as well as other assumptions that are based on the Company’s experience. These assumptions reflect anticipated trends and include provisions for possible unfavorable deviations.

Union Security Insurance Company

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005

(In thousands except share data)

Future policy benefits and expense reserves for pre-funded funeralpreneed investment-type annuities, universal life insurance policies and investment-type annuity contracts no longer offered, and the variable life insurance and investment-type annuity contracts withinin FFG consist of policy account balances before applicable surrender charges and certain deferred policy initiation fees that are being recognized in income over the terms of the policies. Policy benefits charged to expense during the period include amounts paid in excess of policy account balances and interest credited to policy account balances.

Future policy benefits and expense reserves for pre-funded funeralpreneed life insurance contracts are reported at the present value of future benefits to policyholders and related expenses less the present value of future net premiums. Reserve assumptions are selected using best estimates for expected investment yield, inflation, mortality and withdrawal rates. These assumptions reflect current trends, are based on Company experience and include provisionprovisions for possible unfavorable deviation.deviations. An unearned revenue reserve is also recorded for these contracts which represents the balance of the excess of gross premiums over net premiums that is still to be recognized in future years’ income in a constant relationship to insurance in force.

Union Security Insurance Company

Notes to Consolidated Financial Statements—(Continued)

December 31, 2006, 2005 and 2004

(In thousands except share data)

For worksite group disability, which typically has high front-end costs and is expected to remain in-force for an extended period of time, the case reserves and incurred but not reported (“IBNR”) reserves are recorded at an amount equal to the net present value of the expected future claims payments. Worksite group disability reserves are discounted to the valuation date at the valuation interest rate. The valuation interest rate is reviewed quarterly by taking into consideration actual and expected earned rates on our asset portfolio.

Changes in the estimated liabilities are reported as a charge or credit to policyholder benefits as the estimates are revised.

Short Duration Contracts

The Company’s short duration contracts include group term life contracts, group disability contracts, medical contracts, dental contracts and credit life and disability contracts. For short duration contracts, claims and benefits payable reserves are reportedrecorded when insured events occur. The liability is based on the expected ultimate cost of settling the claims. The claims and benefits payable reserves include (1) case reserves for known but unpaid claims as of the balance sheet date; (2) IBNR reserves for claims where the insured event has occurred but has not been reported to the Company as of the balance sheet date; and (3) loss adjustment expense reserves for the expected handling costs of settling the claims.

For group disability, the case reserves and the IBNR reserves are reportedrecorded at an amount equal to the net present value of the expected future claims future payments. Group long-term disability and group term life waiver of premiums reserves are discounted to the valuation date at the valuation interest rate. The valuation interest rate is reviewed quarterly by taking into consideration actual and expected earned rates on our asset portfolio. Group long termlong-term disability and group term life reserve adequacy studies are performed annually, and morbidity and mortality assumptions are adjusted where appropriate.

Unearned premium reserves are maintained for the portion of the premiums on short duration contracts that is related to the unexpired period of the policies.

Changes in the estimated liabilities are reportedrecorded as a charge or credit to policyholder benefits as estimates are revised.

Union Security Insurance Company

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005

(In thousands except share data)

Deferred Gains on Disposal of Businesses

The Company reportsrecorded a deferred gainsgain on disposal of businesses for disposals utilizing reinsurance. On March 1, 2000, the Parent sold its LTC business using a coinsurance contract. On April 1,2, 2001, the Parent sold its FFG business using a modified coinsurance contract. Since the form of sale did not discharge the Company’s primary liability to the insureds, the gainsgain on these disposals werewas deferred and reported as a liability. The liability is decreased and decreased as recognized and reported as revenue over the estimated life of the contracts’ terms. The Company reviews and evaluates the estimates affecting the deferred gainsgain on disposal of businesses annually or when significant information affecting the estimates becomes known to the Company.

Premiums

Long Duration Contracts

Currently, the Company’s long duration contracts being sold are pre-funded funeralpreneed life insurance, investment type annuities and worksite group disability and life insurance. The pre-funded funeralpreneed life insurance policies include provisions for death benefit growth that is either pegged to the changes in the Consumer Price

Union Security Insurance Company

Notes to Consolidated Financial Statements—(Continued)

December 31, 2006, 2005 and 2004

(In thousands except share data)

Index or determined periodically at the discretion of management. For pre-funded funeralpreneed life insurance policies, revenues are recognized and reported when due from policyholders. For pre-funded funeralpreneed investment-type annuity contracts, revenues consist of charges assessed against policy balances. Revenues are recognized when earned on the worksite group disability.disability and life insurance.

For traditionaluniversal life insurance contracts and investment-type annuity contracts previously sold by the preneed business but no longer offered, revenue is recognized and reported when due from policyholders.revenues consist of charges assessed against policy balances.

Premiums for LTC insurance and traditional life insurance contracts within FFG are recognized and reported as revenue when due from the policyholder. For universal life insurance and investment-type annuity contracts within FFG, revenues consist of charges assessed against policy balances. For the FFG and LTC businesses previously sold, all revenue is ceded.

Short Duration Contracts

The Company’s short duration contracts are those on which the Company recognizes and reports revenue on a pro-rata basis over the contract term. The Company’s short duration contracts primarily include group term life, group disability, medical, dental, and credit life and disability.

FeeFees and Other Income

The Company primarily derives fee income from fees receivedprimarily from providing administrative services. Fee income is recognized and reported when services are performed.

Underwriting, General and Administrative Expenses

Underwriting, general and administrative expenses consist primarily of commissions, premium taxes, licenses, fees, amortization of DAC and VOBA, salaries and personnel benefits and other general operating expenses. These expenses are reportedrecorded as incurred.

Union Security Insurance Company

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005

(In thousands except share data)

Leases

The Company reportsrecords expenses for operating leases on a straight-line basis over the lease term.

Contingencies

The Company follows SFAS No. 5,Accounting for Contingencies (“FAS 5”), which requires the Company to evaluate each contingent matter separately. A contingency loss is reportedrecorded if reasonably estimable and probable. The Company establishes reserves for these contingencies at the best estimate, or if no one estimated number within the range of possible losses is more probable than any other, the Company reportsrecords an estimated reserve at the low end of the estimated range. Contingencies affecting the Company includeprimarily relate to litigation matters which are inherently difficult to evaluate and are subject to significant changes.

Union Security Insurance The Company

Notes to Consolidated Financial Statements—(Continued)

December 31, 2006, 2005 believes the contingent amounts recorded are adequate and 2004reasonable.

(In thousands except share data)

Recent Accounting Pronouncements - Adopted

On January 1, 2006,2007, the ParentCompany adopted Statement of Financial Accounting Standards (“FAS”)Position No. 123 (revised 2004),Share-Based Payment (“FAS 123R”) which replaces Statement of Financial Accounting Standards No. 123,Share-Based Payment and supersedes Accounting Principles Board Opinion No. 25,Accounting for Stock Issued to Employees. FAS 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The pro forma disclosures previously permitted under FAS 123 are no longer an alternative to financial statement recognition. Under FAS 123R, companies must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation cost, and the transition method to be used at date of adoption. The Parent adopted FAS 123R using the modified prospective method which requires that compensation expense be recorded for all unvested stock options at the beginning of the first quarter of adoption of FAS 123R. The adoption of FAS 123R did not have a material impact on the Company’s consolidated financial statements.

On January 1, 2006, the Company adopted FAS No. 154,Accounting Changes and Error Corrections(“FAS 154”),a replacement of APB Opinion No. 20, Accounting Changes,and Statement No. 3, Reporting Accounting Changes in Interim Financial Statements. FAS 154 changes the accounting and reporting of a change in accounting principle. Prior to FAS 154, the majority of voluntary changes in accounting principles were required to be recognized as a cumulative effect adjustment within net income during the period of the change. FAS 154 requires retrospective application to prior period financial statements unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. The adoption of FAS 154 did not have a material effect on the Company’s consolidated financial position or results of operations.

On September 29, 2006 the FASB issued FAS 158,Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans (“FAS 158”). This standard requires companies to recognize a net liability or asset to report the funded status of their defined benefit pension and other postretirement plans on their balance sheet with an offsetting adjustment to accumulated other comprehensive income. FAS 158 requires companies to make additional disclosures, but does not change how pensions and postretirement benefits are accounted for and reported in the income statement. The Parent sponsors a defined benefit pension plan and certain other post retirement benefits covering employees and certain agents who meet eligibility requirements as to age and length of service. The Company has no legal obligation for benefits under these plans. The adoption of FAS 158 did not have a material impact on the Company’s consolidated financial statements.

In September 2006, the Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 108,Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (“SAB 108”). SAB 108 provides guidance for how errors should be evaluated to assess materiality from a quantitative perspective. SAB 108 permits companies to initially apply its provisions by either restating prior financial statements or recording the cumulative effect of initially applying the approach as adjustments to the carrying values of assets and liabilities as of January 1, 2006 with an offsetting adjustment to retained earnings. The Company adopted SAB 108 as of December 31, 2006. The adoption of SAB 108 did not have a material impact on the Company’s consolidated financial statements.

Recent Accounting Pronouncements Outstanding

In September 2005, the AICPA issued Statement of Position 05-1,Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection with Modifications or Exchanges of Insurance Contracts,, (“(“SOP 05-1”). SOP 05-1 provides guidance on internal replacements of insurance and investment contracts. An internal

Union Security Insurance Company

Notes to Consolidated Financial Statements—(Continued)

December 31, 2006, 2005 and 2004

(In thousands except share data)

replacement is a modification in product benefits, features, rights or coverages that occurs by the exchange of a contract for a new contract or by amendment, endorsement, or rider to a contract, or by the election of a feature or coverage within a contract. Modifications that result in a new contract that is substantially different from the replaced contract are accounted for as an extinguishment of the replaced contract, and the associated unamortized DAC, unearned revenue liabilities and deferred sales inducements from the replaced contract must be reported as an expense immediately. Modifications resulting in a new contract that is substantially the same as the replaced contract are accounted for as a continuation of the replaced contract. Prior to the adoption of the SOP 05-1, is effective forcertain internal replacements occurringwere accounted for as continuations of the replaced contract. Therefore, the accounting policy for certain internal replacements has changed as a result of the adoption of SOP 05-1. At adoption, the Company recognized a $6,335 decrease to deferred acquisition costs, which was accounted for as a $4,118 (after-tax) reduction to the January 1, 2007 balance of retained earnings.

On January 1, 2007, the Company adopted Statement of Financial Accounting Standards (“FAS”) No. 155,Accounting for Certain Hybrid Financial Instruments—an amendment of FASB Statements No. 133 and 140(“FAS 155”). This statement resolves issues addressed in fiscal years beginning after December 15, 2006.FAS 133 Implementation Issue No. D1,Application of Statement 133 to Beneficial Interest in Securitized Financial Assets. FAS 155 (a) permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation; (b) clarifies which interest-only strips and principal-only strips are not subject to the requirements of FAS 133; (c) establishes a requirement to evaluate beneficial interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation; (d) clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives; and (e) eliminates restrictions on a qualifying special-purpose entity’s ability to hold passive derivative financial instruments that pertain to beneficial interests that are or contain a derivative financial instrument. FAS 155 also requires presentation within the financial statements that identifies those hybrid financial instruments for which the fair value election has been applied and information on the statement of operations impact of the changes in fair value of those instruments. The adoption of SOP 05-1 willFAS 155 did not have a material impact on the Company’s consolidated financial statements.position or results of operations.

Union Security Insurance Company

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005

(In June 2006,thousands except share data)

On January 1, 2007, the Company adopted the provisions of Financial Accounting StandardsStatements Board (“FASB”) issued Interpretation No. 48,Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 (“(“FIN 48”). This Interpretation clarifiesThere was no impact as a result of adoption on the accountingCompany’s January 1, 2007 retained earnings. See Note 4 for uncertainty in income taxes recognized in an enterprise’s financial statements. This Interpretation prescribes a recognition threshold and measurement attribute forfurther information regarding the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Interpretation is effective for fiscal years beginning after December 15, 2006 and, therefore, the Company is required to adopt FIN 48 by the first quarter of 2007. The adoption of FIN 48 will not have a material impact on the Company’s consolidated financial statements.48.

OnRecent Accounting Pronouncements – Not Yet Adopted

In September 15, 2006, the FASB issued FAS No. 157,Fair Value Measurements(“ (“FAS 157”). FAS 157 defines fair value, addresses how companies should measure fair value when they are required to use a fair value measure for recognition or disclosure purposes under GAAP, and expands disclosures about fair value measurements. FAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Therefore, theThe Company is required to adopt FAS 157 byon January 1, 2008. FAS 157 will be applied prospectively as of January 1, 2008 except for certain financial instruments that were measured at fair value using a transaction price. For these financial instruments, FAS 157 requires limited retrospective adoption and thus the first quarterdifference between carrying amounts and the fair values of 2008. The Company is currently evaluating the requirementsrelevant financial instruments will be shown as a cumulative-effect adjustment to January 1, 2008 retained earnings. Adoption of FAS 157, andincluding the potentiallimited retrospective adoption, will not have a material impact on the Company’s consolidated financial statements.position or results of operations.

In February 2007, the FASB issued FAS No. 159,The Fair Value Option for Financial Assets and Financial Liabilities (“(“FAS 159”). FAS 159 permits entities to chooseprovides a choice to measure many financial assetsinstruments and financial liabilitiescertain other items at fair value.value on specified election dates and requires disclosures about the election of the fair value option. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. FAS 159 is effective for fiscal years beginning after November 15, 2007. The Company is required to adopt FAS 159 on January 1, 2008. The Company has chosen not to elect the fair value option for any financial or non-financial instruments as of the adoption date thus the adoption of FAS 159 will not have an impact on the Company’s financial position or results of operations.

In December 2007, the FASB issued FAS No. 141R,Business Combinations(“FAS 141R”). FAS 141R replaces FASB Statement No. 141,Business Combinations(“FAS 141”).FAS 141R retains the fundamental requirements in FAS 141 that the purchase method of accounting be used for all business combinations, that an acquirer be identified for each business combination and for goodwill to be recognized and measured as a residual. FAS 141R expands the definition of transactions and events that qualify as business combinations to all transactions and other events in which one entity obtains control over one or more other businesses. FAS 141R broadens the fair value measurement and recognition of assets acquired, liabilities assumed, and interests transferred as a result of business combinations. FAS 141R also increases the disclosure requirements for business combinations in the financial statements. FAS 141R is effective for fiscal periods beginning after December 15, 2008. Therefore, the Company is required to adopt FAS 159 by the first quarter of 2008.141R on January 1, 2009. The Company is currently evaluating the requirements of FAS 159141R and the potential impact on the Company’s consolidated financial statements.position and results of operations.

In December 2007, the FASB issued FAS No. 160,Non-controlling Interest in Consolidated Financial Statements—an amendment of ARB No. 51(“FAS 160”). FAS 160 requires that a non-controlling

Union Security Insurance Company

Notes to Consolidated Financial Statements—(Continued)Statements

December 31, 2007, 2006 2005 and 20042005

(In thousands except share data)

 

interest in a subsidiary be separately reported within equity and the amount of consolidated net income attributable to the non-controlling interest be presented in the statement of operations. FAS 160 also calls for consistency in reporting changes in the parent’s ownership interest in a subsidiary and necessitates fair value measurement of any non-controlling equity investment retained in a deconsolidation. FAS 160 is effective for fiscal periods beginning after December 15, 2008. Therefore, the Company is required to adopt FAS 160 on January 1, 2009. The Company is currently evaluating the requirements of FAS 160 and the potential impact on the Company’s financial position and results of operations.

3. InvestmentsIn February 2008, the FASB issued Financial Statement of Position FAS 157-2 (“FSP FAS 157-2”). FSP FAS 157-2 defers the effective date of FAS 157 for all non-financial assets and non-financial liabilities measured on a non-recurring basis to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. Therefore, the Company is required to adopt the FAS 157 requirements for its non-financial assets and non-financial liabilities measured on a non-recurring basis on January 1, 2009. The Company is currently evaluating the requirements of FAS 157 for its non-financial assets and non-financial liabilities measured on a non-recurring basis and the potential impact on the Company’s financial position and results of operations.

3.Investments

The cost or amortized cost, gross unrealized gains and losses and fair value of fixed maturitiesmaturity and equity securities at December 31, 2006 were2007 are as follows:

 

   Cost or
Amortized
Cost
  Gross
Unrealized
Gains
  Gross
Unrealized
Losses
  Fair Value

Fixed maturities

       

Bonds:

       

United States Government and government agencies and authorities

  $68,277  $2,838  $(67) $71,048

States, municipalities and political subdivisions

   47,800   1,692   (63)  49,429

Foreign governments

   73,985   6,860   (128)  80,717

Public utilities

   457,894   17,497   (4,278)  471,113

All other corporate bonds

   1,907,149   84,770   (14,722)  1,977,197

Mortgage backed securities

   268,242   1,071   (3,471)  265,842
                

Total fixed maturities

  $2,823,347  $114,728  $(22,729) $2,915,346
                

Equity securities

       

Non-redeemable preferred stocks:

       

Non-sinking fund preferred stocks

   316,087   6,387   (2,464)  320,010
                

Total equity securities

  $316,087  $6,387  $(2,464) $320,010
                

The amortized cost and fair value of fixed maturities and equity securities at December 31, 2005 were as follows:

   Cost or
Amortized
Cost
  Gross
Unrealized
Gains
  Gross
Unrealized
Losses
  Fair Value

Fixed maturities

       

Bonds:

       

United States Government and government agencies and authorities

  $119,519  $6,469  $(183) $125,805

States, municipalities and political subdivisions

   31,302   2,144   (25)  33,421

Foreign governments

   211,743   18,018   (182)  229,579

Public utilities

   458,182   26,545   (2,976)  481,751

All other corporate bonds

   2,140,014   134,878   (10,592)  2,264,300

Mortgage backed securities

   355,331   1,890   (3,662)  353,559
                

Total fixed maturities

  $3,316,091  $189,944  $(17,620) $3,488,415
                

Equity securities

       

Non-redeemable preferred stocks:

       

Non-sinking fund preferred stocks

   317,341   5,053   (4,274)  318,120
                

Total equity securities

  $317,341  $5,053  $(4,274) $318,120
                
   Cost or
Amortized
Cost
  Gross
Unrealized
Gains
  Gross
Unrealized
Losses
  Fair Value

Fixed maturity securities:

       

United States Government and government agencies and authorities

  $13,039  $2,342  $(1) $15,380

States, municipalities and political subdivisions

   46,799   1,271   (45)  48,025

Foreign governments

   82,810   8,562   (243)  91,129

Public utilities

   417,408   12,700   (4,554)  425,554

Mortgage-backed securities

   174,815   1,576   (1,071)  175,320

All other corporate

   1,876,205   62,729   (39,373)  1,899,561
                

Total fixed maturities

  $2,611,076  $89,180  $(45,287) $2,654,969
                

Equity securities:

       

Non-sinking fund preferred stocks

  $303,785  $1,184  $(36,297) $268,672
                

Union Security Insurance Company

Notes to Consolidated Financial Statements—(Continued)Statements

December 31, 2007, 2006 2005 and 20042005

(In thousands except share data)

 

The cost or amortized cost, gross unrealized gains and losses and fair value of fixed maturity and equity securities at December 31, 2006 are as follows:

   Cost or
Amortized
Cost
  Gross
Unrealized
Gains
  Gross
Unrealized
Losses
  Fair Value

Fixed maturity securities:

       

United States Government and government agencies and authorities

  $68,277  $2,838  $(67) $71,048

States, municipalities and political subdivisions

   47,800   1,692   (63)  49,429

Foreign governments

   73,985   6,860   (128)  80,717

Public utilities

   457,894   17,497   (4,278)  471,113

Mortgage-backed securities

   268,242   1,071   (3,471)  265,842

All other corporate

   1,907,149   84,770   (14,722)  1,977,197
                

Total fixed maturities

  $2,823,347  $114,728  $(22,729) $2,915,346
                

Equity securities:

       

Non-sinking fund preferred stocks

  $316,087  $6,387  $(2,464) $320,010
                

The cost or amortized cost and fair value of fixed maturitiesmaturity securities at December 31, 20062007 by contractual maturity are shown below. Expected maturities may differ from contractual maturities because issuers of the securities may have the right to call or prepay obligations with or without call or prepayment penalties.

 

   Amortized
Cost
  Fair Value

Due in one year or less

  $51,416  $51,530

Due after one year through five years

   323,735   331,716

Due after five years through ten years

   562,098   568,438

Due after ten years

   1,617,856   1,697,820
        

Total

   2,555,105   2,649,504

Mortgage and asset backed securities

   268,242   265,842
        

Total

  $2,823,347  $2,915,346
        

Proceeds from sales of available for sale securities were $829,365, $559,833, and $622,416 during 2006, 2005 and 2004, respectively. Gross gains of $13,077, $13,824 and $16,151 and gross losses of $14,010, $15,399 and $6,870 were realized on dispositions in 2006, 2005 and 2004, respectively.

Major categories of net investment income were as follows:

   Years Ended December 31, 
   2006  2005  2004 

Fixed maturities

  $191,823  $208,916  $203,862 

Equity securities

   21,877   21,012   19,622 

Commercial mortgage loans on real estate

   55,112   54,563   55,329 

Policy loans

   497   555   574 

Short-term investments

   2,769   2,037   717 

Other investments

   23,886   15,704   5,149 

Cash and cash equivalents

   687   613   264 
             

Investment income

   296,651   303,400   285,517 
             

Investment expenses

   (9,677)  (9,490)  (9,821)
             

Net investment income

  $286,974  $293,910  $275,696 
             

The net realized gains (losses) recorded in income for 2006, 2005 and 2004 are summarized as follows:

   Years Ended December 31, 
   2006  2005  2004 

Fixed maturities

  $848  $(373) $8,711 

Equity securities

   (2,129)  (1,468)  439 
             

Total marketable securities

   (1,281)  (1,841)  9,150 

Real estate

   —     —     (130)

Other

   9,771   190   (649)
             

Total

  $8,490  $(1,651) $8,371 
             
   Cost or
Amortized
Cost
  Fair Value

Due in one year or less

  $31,241  $31,636

Due after one year through five years

   361,804   372,392

Due after five years through ten years

   441,506   443,470

Due after ten years

   1,601,710   1,632,151
        

Total

   2,436,261   2,479,649

Mortgage-backed securities

   174,815   175,320
        

Total

  $2,611,076  $2,654,969
        

Union Security Insurance Company

Notes to Consolidated Financial Statements—(Continued)Statements

December 31, 2007, 2006 2005 and 20042005

(In thousands except share data)

 

Major categories of net investment income are as follows:

   Years Ended December 31, 
   2007  2006  2005 

Fixed maturity securities

  $177,108  $191,823  $208,916 

Equity securities

   20,997   21,877   21,012 

Commercial mortgage loans on real estate

   52,990   55,112   54,563 

Policy loans

   459   497   555 

Short-term investments

   4,060   2,769   2,037 

Other investments

   38,140   23,886   15,704 

Cash and cash equivalents

   1,928   687   613 
             

Investment income

   295,682   296,651   303,400 

Investment expenses

   (9,447)  (9,677)  (9,490)
             

Net investment income

  $286,235  $286,974  $293,910 
             

The net realized (losses) gains recorded in income for 2007, 2006 and 2005 are summarized as follows:

   Years Ended December 31, 
   2007  2006  2005 

Fixed maturity securities

  $(16,252) $848  $(373)

Equity securities

   (11,840)  (2,129)  (1,468)
             

Total marketable securities

   (28,092)  (1,281)  (1,841)

Other

   (127)  9,771   190 
             

Total

  $(28,219) $8,490  $(1,651)
             

Proceeds from sales of available for sale securities were $490,403, $829,365, and $559,833 during 2007, 2006 and 2005, respectively. Gross gains of $11,155, $13,077 and $13,824 and gross losses of $18,121, $14,010 and $15,399 were realized on dispositions in 2007, 2006 and 2005, respectively. For securities sold at a loss during 2007, the average period of time these securities were trading continuously below book value was approximately 13 months.

The Company recorded $21,126, $348 and $266 and $131 of pre-tax realized losses in 2007, 2006 2005 and 2004,2005, respectively, associated with other-than-temporary declines in value of available for sale securities.

The investment category and durationOver the last six months of 2007, the Company’s gross unrealized losses on fixed maturitiesmaturity security and equity security markets have experienced significant volatility. This volatility has primarily been due to declines in the housing market, credit availability, as well as a general economic slowdown. As a result, certain securities atdirectly exposed to these factors have had market declines.

In connection with this volatility, we recorded $3,314 and $17,933 of pre-tax other-than-temporary impairments during the three months ended September 30, 2007 and December 31, 2006 were as follows:2007, respectively. Included in these amounts are $12,846, $3,346, $1,100 and $554 related to banks and financial institutions, real estate investment trusts, paper/forestry companies and home builders, respectively.

   Less than 12 months  12 Months or More  Total 
   Fair Value  Unrealized
Losses
  Fair Value  Unrealized
Losses
  Fair Value  Unrealized
Losses
 

Fixed maturities

          

Bonds:

          

United States Government and government agencies and authorities

  $33,131  $(65) $49  $(2) $33,180  $(67)

States, municipalities and political subdivisions

   3,739   (51)  1,013   (12)  4,752   (63)

Foreign governments

   4,599   (123)  244   (5)  4,843   (128)

Public utilities

   140,191   (3,613)  16,773   (665)  156,964   (4,278)

All other corporate bonds

   579,739   (12,003)  71,450   (2,719)  651,189   (14,722)

Mortgage backed securities

   164,216   (2,326)  30,053   (1,145)  194,269   (3,471)
                         

Total fixed maturities

  $925,615  $(18,181) $119,582  $(4,548) $1,045,197  $(22,729)
                         

Equity securities

          

Non-redeemable preferred stocks:

          

Non-sinking fund preferred stocks

   95,523   (1,645)  18,071   (819)  113,594   (2,464)
                         

Total equity securities

  $95,523  $(1,645) $18,071  $(819) $113,594  $(2,464)
                         

Union Security Insurance Company

Notes to Consolidated Financial Statements—(Continued)Statements

December 31, 2007, 2006 2005 and 20042005

(In thousands except share data)

 

The investment category and duration of the Company’s gross unrealized losses on fixed maturitiesmaturity and equity securities at December 31, 2005 were2007 are as follows:

 

  Less than 12 months 12 Months or More Total   Less than 12 months 12 Months or More   Total 
  Fair Value  Unrealized
Losses
 Fair
Value
  Unrealized
Losses
 Fair Value  Unrealized
Losses
   Fair Value  Unrealized
Losses
 Fair Value  Unrealized
Losses
   Fair Value  Unrealized
Losses
 

Fixed maturities

          

Bonds:

          

Fixed maturity securities:

           

United States Government and government agencies and authorities

  $14,141  $(181) $48  $(2) $14,189  $(183)  $110  $(1) $—    $—     $110  $(1)

States, municipalities and political subdivisions

   —     —     1,036   (25)  1,036   (25)   12,203   (45)  —     —      12,203   (45)

Foreign governments

   10,156   (165)  467   (17)  10,623   (182)   16,719   (241)  248   (2)   16,967   (243)

Public utilities

   84,348   (2,577)  12,454   (399)  96,802   (2,976)   112,590   (2,693)  48,193   (1,861)   160,783   (4,554)

Mortgage-backed securities

   15,660   (310)  63,225   (761)   78,885   (1,071)

All other corporate bonds

   447,496   (9,015)  28,249   (1,577)  475,745   (10,592)   585,113   (28,681)  194,650   (10,692)   779,763   (39,373)

Mortgage backed securities

   168,489   (2,144)  44,631   (1,518)  213,120   (3,662)
                                       

Total fixed maturities

  $724,630  $(14,082) $86,885  $(3,538) $811,515  $(17,620)  $742,395  $(31,971) $306,316  $(13,316)  $1,048,711  $(45,287)
                                       

Equity securities

          

Non-redeemable preferred stocks:

          

Equity securities:

           

Non-sinking fund preferred stocks

   134,790   (2,979)  24,213   (1,295)  159,003   (4,274)  $191,960  $(31,970) $35,791  $(4,327)  $227,751  $(36,297)
                                       

Total equity securities

  $134,790  $(2,979) $24,213  $(1,295) $159,003  $(4,274)
                   

The investment category and duration of the Company’s gross unrealized losses on fixed maturity and equity securities at December 31, 2006 are as follows:

   Less than 12 months(1)  12 Months or More(1)   Total 
   Fair Value  Unrealized
Losses
  Fair Value  Unrealized
Losses
   Fair Value  Unrealized
Losses
 

Fixed maturity securities:

           

United States Government and government agencies and authorities

  $32,170  $(48) $1,010  $(19)  $33,180  $(67)

States, municipalities and political subdivisions

   3,739   (50)  1,013   (13)   4,752   (63)

Foreign governments

   4,599   (122)  244   (6)   4,843   (128)

Public utilities

   92,740   (1,789)  64,224   (2,489)   156,964   (4,278)

Mortgage-backed securities

   60,076   (565)  134,193   (2,906)   194,269   (3,471)

All other corporate bonds

   429,755   (7,140)  221,434   (7,582)   651,189   (14,722)
                          

Total fixed maturities

  $623,079  $(9,714) $422,118  $(13,015)  $1,045,197  $(22,729)
                          

Equity securities:

           

Non-sinking fund preferred stocks

  $65,091  $(920) $48,503  $(1,544)  $113,594  $(2,464)
                          

(1)Certain unrealized losses, which were previously classified in less than 12 months, have been appropriately classified as 12 months or more in 2007 with conforming changes in 2006.

The total unrealized losses represent 2%less than 7% and 3% of the aggregate fair value of the related securities at December 31, 2007 and 2006, respectively. Approximately 78% and 2005. Approximately 79% and 78%42% of these unrealized losses have been in a continuous loss position for less than twelve months in 20062007 and 2005, respectively. The total unrealized losses are comprised of 518 and 543 individual securities with 95% and 97% of the individual securities having an unrealized loss of less than $200 in 2006, and 2005, respectively. The total unrealized losses on securities that were in a continuous unrealized loss position

Union Security Insurance Company

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005

(In thousands except share data)

for greater than six months but less than 12 months were approximately $793$44,684 and $4,224$5,330 in 20062007 and 2005,2006, respectively. There were no securities with an unrealized loss of greater than $200 having a market value below 90%67% and 86%90% of book value at December 31, 2007 and 2006, respectively. At December 31, 2007, approximately 26% of the unrealized losses for fixed maturity and 2005, respectively.equity securities were concentrated in the banking industry with no exposure to any single issuer in the banking industry in excess of 4% of total unrealized losses.

The cost or amortized cost and fair value of available for sale fixed maturity securities in an unrealized loss position at December 31, 2007, by contractual maturity, is shown below:

   Cost or
Amortized
Cost
  Fair Value

Due in one year or less

  $3,032  $3,022

Due after one year through five years

   76,372   74,645

Due after five years through ten years

   207,801   200,080

Due after ten years

   726,837   692,079
        

Total

  $1,014,042  $969,826

Mortgage-backed securities

   79,956   78,885
        

Total

  $1,093,998  $1,048,711
        

As part of the Company’s ongoing monitoring process, the Company regularly reviews its investment portfolio to ensure that investments that may be other-than-temporarily impaired are identified on a timely basis and that any impairment is charged against earnings in the proper period. The Company has reviewed these securities and recorded $21,126, $348 $266 and $131$266 of additional other-than-temporary impairments as of December 31, 2007, 2006 2005 and 2004,2005, respectively. Due to issuers’ continued satisfaction of the securities’ obligations in accordance with their contractual terms and their continued expectations to do so, as well as the Company’s evaluation of the fundamentals of the issuers’ financial condition, the Company believes that the prices of the securities in an unrealized loss position as of December 31, 20062007 in the sectors discussed above were temporarily depressed primarily as a result of the prevailing level of interest rates at the time the securities were purchased. The Company has the intentability and abilityintent to hold these assets until the date of recovery.

Union Security Insurance Company

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005

(In thousands except share data)

The following table represents our exposure to sub-prime and related mortgages within our fixed maturity portfolio as well as the current net unrealized loss position at December 31, 2007.

   Market Value  Percentage of
Portfolio
  Net Unrealized
(Loss) Gain
 
   (in thousands) 

Fixed maturity portfolio:

     

Sub-prime first lien mortgages

  $8,242  0.31% $(246)

Second lien mortgages (including sub-prime second lien mortgages)

   2,604  0.10%  14 
            

Total exposure to sub-prime collateral

  $10,846  0.41% $(232)
            

The following table represents our exposure to sub-prime and related mortgages within our fixed maturity portfolio as well as the current net unrealized loss position at December 31, 2006.

   Market Value  Percentage of
Portfolio
  Net Unrealized
(Loss)
 
   (in thousands) 

Fixed maturity portfolio:

     

Sub-prime first lien mortgages

  $9,888  0.34% $(28)

Second lien mortgages (including sub-prime second lien mortgages)

   3,479  0.12%  (20)
            

Total exposure to sub-prime collateral

  $13,367  0.46% $(48)
            

Approximately 6% and 5% of the mortgage-backed securities had exposure to sub-prime mortgage collateral at December 31, 2007 and 2006, respectively. This represents less than 1% of the total fixed maturity portfolio and less than 1% of the total unrealized loss position of the fixed maturity portfolio at December 31, 2007 and 2006. Of the securities with sub-prime exposure, all are investment grade rated. The Company has no sub-prime exposure to collateralized debt obligations as of December 31, 2007 or 2006. All mortgage-backed securities, including those with sub-prime exposure, are reviewed as part of the ongoing other-than-temporary impairment monitoring process.

The Company has made commercial mortgage loans, collateralized by the underlying real estate, on properties located throughout the United States.U.S. At December 31, 2006,2007, approximately 42%41% of the outstanding

Union Security Insurance Company

Notes to Consolidated Financial Statements—(Continued)

December 31, 2006, 2005 and 2004

(In thousands except share data)

principal balance of commercial mortgage loans was concentrated in the states of California, New York and Pennsylvania. Although the Company has a diversified loan portfolio, an economic downturn could have an adverse impact on the ability of its debtors to repay their loans. The outstanding balance of commercial mortgage loans range in size from $10 to $13,360 at December 31, 2007 and from $62 to $13,664 at December 31, 2006 and from $21 to $13,953 at December 31, 2005.2006. The mortgage loan balance valuation allowance for losses was $2,705$3,018 and $12,831$2,705 at December 31, 20062007 and 2005,2006, respectively.

At December 31, 2006,2007, loan commitments outstanding totaled approximately $11,995.$20,600. Furthermore, at December 31, 2006,2007, the Company is committed to fund additional capital contributions of $10,723$5,000 to joint ventures and to certain investments in limited partnerships.

The Company has short term investments and fixed maturitiesmaturity securities carried at $4,740$4,755 and $334,131$4,740 at December 31, 20062007 and 2005,2006, respectively, on deposit with various governmental authorities as required by law. The reason for the large decrease is due

Union Security Insurance Company

Notes to the transfer of the Company’s Canadian business to ALOC. See Note 15—Related Party Transactions.Consolidated Financial Statements

December 31, 2007, 2006 and 2005

(In thousands except share data)

SecuritySecurities Lending

The Company engages in transactions in which fixed maturities,maturity securities, especially bonds issued by the United States Government, agencies,Government Agencies and Authorities, and U.S. Corporations, are loaned to selected broker/dealers. Collateral, greater than or equal to 102% of the fair value of the securities lent plus accrued interest, is received in the form of cash held by a custodian bank for the benefit of the Company. The Company monitors the fair value of securities loaned and the collateral received, with additional collateral obtained as necessary. The Company is subject to the risk of loss to the extent there is a loss in the investment of cash collateral. At December 31, 20062007 and 2005,2006, securities with a fair value of $172,528$234,138 and $370,272,$172,528, respectively, were on loan to select brokersbrokers/dealers and are included in the Company’s available for sale investment. At December 31, 20062007 and 2005,2006, collateral with a fair value of $176,937$240,049 and $384,141,$176,937, respectively, is included in the Company’s assets with offsetting liabilities.

4. Income Taxes

4.Income Taxes

The Company and its subsidiaries areis subject to U.S. tax and are part offiles a U.S. consolidated federal income tax return with its parent, Assurant, Inc. Prior to 2007, the Parent.Company had international operations that were subject to income taxes imposed by the foreign jurisdictions in which it operated. Information about the Company’s current and deferred tax expense are as follows:

 

   Years Ended December 31, 
   2006  2005  2004 

Current expense:

     

Federal

  $94,368  $43,766  $35,244 

Foreign

   274   788   494 
             

Total current expense

   94,642   44,554   35,738 

Deferred expense (benefit)

     

Federal

   11,934   24,968   24,712 

Foreign

   —     (730)  (618)
             

Total deferred expense

   11,934   24,238   24,094 
             

Total income tax expense

  $106,576  $68,792  $59,832 
             

International operations of the Company are subject to income taxes imposed by the jurisdiction in which they operate.

Union Security Insurance Company

Notes to Consolidated Financial Statements—(Continued)

December 31, 2006, 2005 and 2004

(In thousands except share data)

   Years Ended December 31, 
   2007  2006  2005 

Current expense:

      

Federal

  $39,405  $94,368  $43,766 

Foreign

   —     274   788 
             

Total current expense

   39,405   94,642   44,554 

Deferred expense (benefit)

      

Federal

   17,716   11,934   24,968 

Foreign

   —     —     (730)
             

Total deferred expense

   17,716   11,934   24,238 
             

Total income tax expense

  $57,121  $106,576  $68,792 
             

A reconciliation of the federal income tax rate to the Company’s effective income tax rate follows:

 

  December 31,   December 31, 
  2006 2005 2004   2007 2006 2005 

Federal income tax rate

  35.0% 35.0% 35.0%  35.0% 35.0% 35.0%

Reconciling items:

        

Tax exempt interest

  (0.1) (2.1) (2.9)

Dividends received deduction

  (2.1) (2.9) (2.7)  (1.7) (0.3) 0.2 

Permanent nondeductible expenses

  (0.3) 0.2  0.2   0.2  —    —   

Adjustment for deferred liabilities

  —    —    (0.5)

Change in reserve for prior year taxes

  9.5  4.8  1.7   (5.0) 9.5  4.8 

Goodwill

  —    0.1  —     —    —    0.1 

Other

  —    —    (0.4)  0.7  —    —   
                    

Effective income tax rate:

  42.1% 37.2% 33.3%

Effective income tax rate

  29.1% 42.1% 37.2%
                    

Union Security Insurance Company

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005

(In thousands except share data)

The Company adopted the provisions of FIN 48, on January 1, 2007. The adoption of this interpretation had no impact on the Company’s consolidated financial statements. A reconciliation of the beginning and ending amounts of unrecognized tax benefits, excluding interest and penalties, follows:

Balance at January 1, 2007

  $(42,296)

Additions based on tax positions related to the current year

   (1,507)

Additions for tax positions of prior years

   (400)

Reductions for tax positions of prior years

   9,934 

Settlements

   26,998 
     

Balance at December 31, 2007

  $(7,271)
     

Of the total unrecognized tax benefit, $8,249, which includes interest if recognized, would impact the Company’s consolidated effective tax rate.

The Company’s continuing practice is to recognize interest expense related to income tax matters in income tax expense. During the year ended December 31, 2007, the Company recognized approximately $4,880 of interest income related to income tax matters. The Company had approximately $7,360 accrued at December 31, 2007, for the payment of interest.

The Company files income tax returns in the U.S. and various state jurisdictions. Prior to 2007, the Company also filed income tax returns with various foreign jurisdictions. The Company has substantially concluded all U.S. federal income tax matters for years through 2004. Substantially all state, local and non-U.S. income tax matters have been concluded for the years through 2001.

The tax effects of temporary differences that result in significant deferred tax assets and deferred tax liabilities are as follows:follow:

 

  December 31,  December 31,
  2006  2005  2007  2006

Deferred tax assets:

        

Policyholder and separate account reserves

  $923  $21,485  $—    $923

Accrued liabilities

   11,881   3,837   7,713   11,881

Investment adjustments

   131   3,850   7,957   131

Deferred acquisition costs

   26,794   10,858   24,866   26,794

Deferred gains on reinsurance

   55,354   60,579   47,628   55,354
            

Gross deferred tax assets

   95,083   100,609   88,164   95,083
            

Deferred tax liabilities:

        

Policyholder and separate account reserves

   7,037   —  

Unrealized gains on fixed maturities and equities

   33,132   60,587   2,788   33,132

Other liabilities

   20,684   14,678   17,715   20,684
            

Gross deferred tax liabilities

   53,816   75,265   27,540   53,816
            

Net deferred income tax asset

  $41,267  $25,344  $60,624  $41,267
            

Union Security Insurance Company

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005

(In thousands except share data)

At December 31, 2006,2007, the Company and its subsidiaries had no operating or capital loss carryforwards for U.S. federal income tax purposes.

5. Premiums and Accounts Receivable

5.Premiums and Accounts Receivable

Receivables are reported net of an allowance for uncollectible items. A summary of such receivables is as follows:

 

   December 31, 
   2007  2006 

Insurance premiums receivable

  $70,222  $77,187 

Other receivables

   41,629   28,023 

Allowance for uncollectible items

   (5,622)  (6,612)
         

Total

  $106,229  $98,598 
         

 

   As of December 31, 
   2006  2005 

Insurance premiums receivable

  $77,187  $82,263 

Other receivables

   28,023   12,829 

Allowance for uncollectible items

   (6,612)  (6,526)
         

Total

  $98,598  $88,566 
         

Union Security Insurance Company

Notes to Consolidated Financial Statements—(Continued)

December 31, 2006, 2005 and 2004

(In thousands except share data)

6. Stockholder’s Equity

6.Stockholder’s Equity

The Board of Directors of the Company has authorized 1,000,000 shares of common stock with a par value of $5$5.00 per share. All the shares are issued and outstanding as of December 31, 20062007 and 2005.2006. All the outstanding shares at December 31, 20062007 are owned by the Parent (see Note 1). The Company paid dividends of $197,000, $210,000 $180,000 and $76,250$180,000 at December 31, 2007, 2006 2005 and 2004,2005, respectively.

The maximum amount of dividends which can be paid by the State of Iowa insurance companies to shareholders without prior approval of the Insurance Commissioner is subject to restrictions relating to statutory surplus (see Note 7).

7. Statutory Information

7.Statutory Information

Statutory-basis financial statements are prepared in accordance with accounting practices prescribed or permitted by the Iowa Department of Commerce. Prescribed Statutory Accounting Principlesstatutory accounting principles (“SAP”) includes the Accounting Practices and Procedures Manual of the National Association of Insurance Commissioners (“NAIC”) as well as state laws, regulations and administrative rules.

The principal differences between SAP and GAAP are: 1) policy acquisition costs are expensed as incurred under SAP, but are deferred and amortized under GAAP; 2) the value of business acquired is not capitalized under SAP but is under GAAP; 3) amounts collected from holders of universal life-type and annuity products are recognized as premiums when collected under SAP, but are initially recorded as contract deposits under GAAP, with cost of insurance recognized as revenue when assessed and other contract charges recognized over the periods for which services are provided; 4) the classification and carrying amounts of investments in certain securities are different under SAP than under GAAP; 5) the criteria for providing asset valuation allowances, and the methodologies used to determine the amounts thereof, are different under SAP than under GAAP; 6) the timing of establishing certain reserves, and the methodologies used to determine the amounts thereof, are different under SAP than under GAAP; 7) certain assets are not admitted for purposes of determining surplus under SAP; 8) methodologies used to determine the amounts of deferred taxes and goodwill are different under SAP than under GAAP; and 9) the criteria for obtaining reinsurance accounting treatment is different under SAP than under GAAP.

The Company’s statutory net income and capital and surplus are as follows:

 

     Years Ended and at December 31,
     2006  2005    2004

Statutory Net Income

    $212,898(1) $127,094    $127,187
                

Statutory Capital and Surplus

    $515,105  $535,418    $602,875
                

   Years Ended and at
December 31,
   2007  2006  2005

Statutory Net Income

  $138,496  $212,898(1) $127,094
            
   At December 31,
   2007  2006   

Statutory Capital and Surplus

  $438,924  $515,105  
          


(1)The $212,898 net income in 2006 includes a gain of approximately $31,700, after-tax, resulting from the April 2006 transfer of the Company’s Canadian insurance operations to an affiliated entity not subject to SAP and approximately $40,500, after-tax, from a settlement awarded to the Company in the fourth quarter of 2006 resulting from the successful resolution of a contract dispute with Progeny Marketing Innovations, a wholly-owned subsidiary of Cendant Corporation.

Insurance enterprises are required by state insurance departments to adhere to minimum risk-based capital (“RBC”) requirements developed by the NAIC. The Company exceeds the minimum RBC requirements.

Dividend distributions to the Parent are restricted as to the amount by state regulatory requirements. A dividend is extraordinary when combined with all other dividends and distributions made within the preceding 12 months exceeds the greater of 10% of the insurers surplus as regards to policyholders on December 31 of the next preceding year, or the net gain from operations. In 2007, the Company declared and paid dividends of $197,000, of which $30,442 was ordinary and $166,558 was extraordinary. In 2006, the Company declared and paid dividends of $210,000, of which all was extraordinary. In 2005, the Company declared and paid dividends of $180,000, of which

Union Security Insurance Company

Notes to Consolidated Financial Statements—(Continued)

December 31, 2006, 2005 and 2004

(In thousands except share data)

$120,280 was ordinary and $59,720 was extraordinary. In 2004, the Company declared and paid dividends of $76,250, all of which were ordinary. The Company has the ability, under state regulatory requirements, to dividend up to $144,000$84,587 to its parent in 20072008 without permission from Iowa regulators.

8. ReinsuranceUnion Security Insurance Company

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005

(In thousands except share data)

8.Reinsurance

In the ordinary course of business, the Company is involved in both the assumption and cession of reinsurance with non-affiliated companies. The following table provides details of the reinsurance recoverables balance for the years ended December 31:

 

  December 31,
  2006  2005  2007  2006

Ceded future policyholder benefits and expenses

  $1,212,991  $1,181,660  $1,216,757  $1,212,991

Ceded unearned premium

   19,579   19,263   19,383   19,579

Ceded claims and benefits payable

   56,427   45,003   65,619   56,427

Ceded paid losses

   14,623   15,104   10,509   14,623
            

Total

  $1,303,620  $1,261,030  $1,312,268  $1,303,620
            

Union Security Insurance Company

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005

(In thousands except share data)

The effect of reinsurance on premiums earned and benefits incurred was as follows:

 

 Years Ended December 31,   Years Ended December 31, 
 2006 2005 2004   2007 2006 2005 
 Long
Duration
 Short
Duration
 Total Long
Duration
 Short
Duration
 Total Long
Duration
 Short
Duration
 Total   Long
Duration
 Short
Duration
 Total Long
Duration
 Short
Duration
 Total Long
Duration
 Short
Duration
 Total 

Gross earned

         

Direct

          

Premiums and other considerations

 $384,626  $1,089,002  $1,473,628  $475,081  $1,360,420  $1,835,501  $512,103  $1,367,581  $1,879,684   $293,346  $1,003,971  $1,297,317  $384,626  $1,089,002  $1,473,628  $475,081  $1,360,420  $1,835,501 

Premiums assumed

  11,655   180,522   192,177   14,513   153,412   167,925   18,383   160,827   179,210    9,732   179,395   189,127   11,655   180,522   192,177   14,513   153,412   167,925 

Premiums ceded

  (291,700)  (7,285)  (298,985)  (276,240)  (16,415)  (292,655)  (278,496)  (23,768)  (302,264)   (219,490)  (7,024)  (226,514)  (291,700)  (7,285)  (298,985)  (276,240)  (16,415)  (292,655)
                                                       

Net earned premiums and other considerations

 $104,581  $1,262,239  $1,366,820  $213,354  $1,497,417  $1,710,771  $251,990  $1,504,640  $1,756,630   $83,588  $1,176,342  $1,259,930  $104,581  $1,262,239  $1,366,820  $213,354  $1,497,417  $1,710,771 
                                                       

Gross policyholder

         

Direct policyholder

          

Benefits

 $851,688  $710,890  $1,562,578  $877,175  $905,968  $1,783,143  $771,003  $935,771  $1,706,774   $756,784  $643,161  $1,399,945  $851,688  $707,463  $1,559,151  $877,175  $904,063  $1,781,238 

Benefits assumed

  36,405   179,652   216,057   39,758   159,283   199,041   43,067   151,705   194,772    31,002   177,909   208,911   36,405   179,652   216,057   39,758   159,283   199,041 

Benefits ceded

  (748,887)  (2,694)  (751,581)  (682,240)  (6,655)  (688,895)  (545,646)  (3,761)  (549,407)   (671,497)  (2,750)  (674,247)  (748,887)  (2,694)  (751,581)  (682,240)  (6,655)  (688,895)
                                                       

Net policyholder benefits

 $139,206  $887,848  $1,027,054  $234,693  $1,058,596  $1,293,289  $268,424  $1,083,715  $1,352,139   $116,289  $818,320  $934,609  $139,206  $884,421  $1,023,627  $234,693  $1,056,691  $1,291,384 
                                                       

The Company had $127,789$215,012 and $126,940$127,789 of assets held in trusts as of December 31, 20062007 and 2005,2006, respectively, for the benefit of others related to certain reinsurance arrangements.

The Company utilizes ceded reinsurance for loss protection and capital management, business divestitures, client risk and profit sharing.

Union Security Insurance Company

Notes to Consolidated Financial Statements—(Continued)

December 31, 2006, 2005 and 2004

(In thousands except share data)

Loss Protection and Capital Management

As part of the Company’s overall risk and capacity management strategy, the Company purchases reinsurance for certain risks underwritten by the Company, including significant individual or catastrophic claims, and to free up capital to enable the Company to write additional business.

Under indemnity reinsurance transactions in which the Company is the ceding insurer, the Company remains liable for policy claims if the assuming company fails to meet its obligations. To limit this risk, the Company has control procedures in place to evaluate the financial condition of reinsurers and to monitor the concentration of credit risk to minimize this exposure.risk. The selection of reinsurance companies is based on criteria related to solvency and reliability and, to a lesser degree, diversification as well as on developing strong relationships with the Company’s reinsurance partners for the sharing of risks. A.M. Best ratings for The Hartford and John Hancock, the reinsurers we have the most exposure to, are A+ and A++, respectively. The majority of our remaining reinsurance exposure has been ceded to companies rated A– or better by A.M. Best.

Business Divestitures

The Company has used reinsurance to exit certain businesses.

In 2005, the Parent signed an agreement with Forethought whereby the Company agreed to discontinue writing new preneed insurance policies in the United StatesU.S. via independent funeral homes and funeral home chainshomes other than those owned and operated by SCI for a period of ten years. The Company will receive payments from Forethought over the next ten years based on the amount of business the Company transitions to Forethought.

In 2001, the Parent entered into a reinsurance agreement with The Hartford for the sale of its FFG division. The Company’s reinsurance recoverable from The Hartford was $752,377$700,483 and $819,735$752,377 as of December 31,

Union Security Insurance Company

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005

(In thousands except share data)

2007 and 2006, respectively. The Company would be responsible to administer this business in the event of a default by the reinsurer.Hartford. In addition, under the reinsurance agreement, The Hartford is obligated to contribute funds to increase the value of the separate account assets relating to modified guaranteed annuity business sold if such value declines below the value of the associated liabilities. If The Hartford fails to fulfill these obligations, the Company will be obligated to make these payments. Assets backing ceded liabilities related to these businesses are held in trust for the benefit of the Company and the separate accounts relating to the annuity business are still reflected as separate accounts in the Company’s balance sheet.

In 2000, the ParentCompany divested its LTC operations to John Hancock. The Company’s reinsuranceHancock Life Insurance Company (“John Hancock”). Reinsurance recoverable from John Hancock was $423,889$489,865 and $354,288$423,889 as of December 31, 2007 and 2006, and 2005, respectively.

Union Security Insurance Company

Notes to Consolidated Financial Statements—(Continued)

December 31, 2006, 2005 and 2004

(In thousands except share data)

 

9. Reserves

9.Reserves

The following table provides reserve information by major lines of business as of December 31, 20062007 and 2005:2006:

 

  December 31, 2006 December 31, 2005
  Future
Policy
Benefits and
Expenses
 Unearned
Premiums
 Case
Reserve
 Incurred
But Not
Reported
Reserves
 Future
Policy
Benefits and
Expenses
 Unearned
Premiums
 Case
Reserve
 Incurred
But Not
Reported
Reserves

Long Duration Contracts:

        

Pre-funded funeral life insurance policies and investment-type annuity contracts

 $1,354,105 $1,554 $4,643 $899 $1,740,023 $1,940 $5,494 $1,125

Life insurance no longer offered

  278,578  655  730  26  289,078  687  856  27

FFG and LTC disposed businesses

  1,110,516  18,632  41,838  5,280  1,121,837  18,964  30,533  2,689

All other

  4,185  514  14,019  7,439  3,639  636  10,940  8,329

Short Duration Contracts:

        

Group term life

  —    6,448  309,144  51,278  —    5,824  312,096  55,832

Group disability

  —    1,926  1,298,627  149,944  —    1,913  1,269,320  162,413

Medical

  —    6,002  10,451  16,901  —    6,360  13,263  21,041

Dental

  —    3,208  3,331  18,392  —    3,561  3,142  21,516

Credit life and disability

  —    6  1,505  4,279  —    95  3,464  14,531
                        

Total

 $2,747,384 $38,945 $1,684,288 $254,438 $3,154,577 $39,980 $1,649,108 $287,503
                        

Union Security Insurance Company

Notes to Consolidated Financial Statements—(Continued)

December 31, 2006, 2005 and 2004

(In thousands except share data)

   December 31, 2007  December 31, 2006
   Future
Policy
Benefits and
Expenses
  Unearned
Premiums
  Case
Reserve
  Incurred
But Not
Reported
Reserves
  Future
Policy
Benefits and
Expenses
  Unearned
Premiums
  Case
Reserves
  Incurred
But Not
Reported
Reserves

Long Duration Contracts:

                

Preneed life insurance policies and investment-type annuity contracts

  $1,293,369  $1,404  $3,563  $973  $1,354,105  $1,554  $4,643  $899

Life insurance no longer offered

   271,937   634   853   27   278,578   655   730   26

FFG and LTC disposed businesses

   1,105,628   18,861   50,228   6,119   1,098,647   18,632   41,838   5,280

All other

   4,429   316   16,503   6,443   4,185   514   14,019   7,439

Short Duration Contracts:

                

Group term life

   —     6,317   214,430   47,711   —     6,448   225,717   51,278

Group disability

   —     2,549   1,295,878   153,265   —     1,926   1,298,627   149,944

Medical

   —     5,765   9,182   14,686   —     6,002   10,451   16,901

Dental

   —     4,296   2,285   16,307   —     3,208   3,331   18,392

Credit life and disability

   —     5   —     1,900   —     6   1,505   4,279
                                

Total

  $2,675,363  $40,147  $1,592,922  $247,431  $2,735,515  $38,945  $1,600,861  $254,438
                                

The following table provides a roll forward of the claims and benefits payable for the Company’s group term life and group disability lines of business. These are the Company’s product lines with the most significant short duration claims and benefits payable balances.balances; group term life and group disability lines of business. Claims and benefits payable is comprised of case and IBNR reserves.

Union Security Insurance Company

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005

(In thousands except share data)

 

   Group
Term
Life
  Group
Disability
 

Balance as of January 1, 2004, gross of reinsurance

  $368,873  $1,307,849 

Less: Reinsurance ceded and other (1)

   (37)  (16,182)
         

Balance as of January 1, 2004, net of reinsurance

   368,836   1,291,667 

Incurred losses related to:

   

Current year

   207,733   388,819 

Prior year’s interest

   9,552   57,010 

Prior year(s)

   (44,375)  (67,488)
         

Total incurred losses

   172,910   378,341 

Paid losses related to:

   

Current year

   130,901   67,214 

Prior year(s)

   41,671   247,883 
         

Total paid losses

   172,572   315,097 

Balance as of December 31, 2004, net of reinsurance

   369,174   1,354,911 

Plus: Reinsurance ceded and other (1)

   36   13,909 
         

Balance as of December 31, 2004, gross of reinsurance

  $369,210  $1,368,820 

Less: Reinsurance ceded and other (1)

   (36)  (13,909)
         

Balance as of January 1, 2005, net of reinsurance

   369,174   1,354,911 

Incurred losses related to:

   

Current year

   199,360   370,700 

Prior year’s interest

   9,159   61,415 

Prior year(s)

   (50,890)  (37,384)
         

Total incurred losses

   157,629   394,731 

Paid losses related to:

   

Current year

   121,059   69,114 

Prior year(s)

   38,072   263,098 
         

Total paid losses

   159,131   332,212 

Balance as of December 31, 2005, net of reinsurance

   367,672   1,417,430 

Plus: Reinsurance ceded and other (1)

   256   14,303 
         

Balance as of December 31, 2005, gross of reinsurance

  $367,928  $1,431,733 

Less: Reinsurance ceded and other (1)

   (256)  (14,303)
         

Balance as of January 1, 2006, net of reinsurance

   367,672   1,417,430 

Incurred losses related to:

   

Current year

   188,983   373,609 

Prior year’s interest

   9,575   62,270 

Prior year(s)

   (54,438)  (78,352)
         

Total incurred losses

   144,120   357,527 

Paid losses related to:

   

Current year

   117,626   64,914 

Prior year(s)

   34,156   271,526 
         

Total paid losses

   151,782   336,440 

Balance as of December 31, 2006, net of reinsurance

   360,010   1,438,517 

Plus: Reinsurance ceded and other (1)

   412   10,054 
         

Balance as of December 31, 2006, gross of reinsurance

  $360,422  $1,448,571 
         

   Group Term
Life
  Group Disability 
   

Balance as of January 1, 2005, gross of reinsurance

  $296,682  $1,368,820 

Less: Reinsurance ceded and other (1)

   (36)  (13,909)
         

Balance as of January 1, 2005, net of reinsurance

   296,646   1,354,911 

Incurred losses related to:

   

Current year

   197,510   370,700 

Prior year’s interest

   9,948   61,415 

Prior year(s)

   (51,734)  (37,384)
         

Total incurred losses

   155,724   394,731 

Paid losses related to:

   

Current year

   121,059   69,114 

Prior year(s)

   39,557   263,098 
         

Total paid losses

   160,616   332,212 

Balance as of December 31, 2005, net of reinsurance

   291,755   1,417,430 

Plus: Reinsurance ceded and other (1)

   256   14,303 
         

Balance as of December 31, 2005, gross of reinsurance

  $292,011  $1,431,733 

Less: Reinsurance ceded and other (1)

   (256)  (14,303)
         

Balance as of January 1, 2006, net of reinsurance

   291,755   1,417,430 

Incurred losses related to:

   

Current year

   185,501   373,609 

Prior year’s interest

   9,575   62,270 

Prior year(s)

   (54,438)  (78,352)
         

Total incurred losses

   140,638   357,527 

Paid losses related to:

   

Current year

   117,626   64,914 

Prior year(s)

   38,239   271,526 
         

Total paid losses

   155,865   336,440 

Balance as of December 31, 2006, net of reinsurance

   276,583   1,438,517 

Plus: Reinsurance ceded and other (1)

   412   10,054 
         

Balance as of December 31, 2006, gross of reinsurance

  $276,995  $1,448,571 

Less: Reinsurance ceded and other (1)

   (412)  (10,054)
         

Balance as of January 1, 2007, net of reinsurance

   276,583   1,438,517 

Incurred losses related to:

   

Current year

   168,613   367,871 

Prior year’s interest

   9,150   62,073 

Prior year(s)

   (51,190)  (93,096)
         

Total incurred losses

   126,573   336,848 

Paid losses related to:

   

Current year

   107,361   71,413 

Prior year(s)

   34,609   289,046 
         

Total paid losses

   141,970   360,459 

Balance as of December 31, 2007, net of reinsurance

   261,186   1,414,906 

Plus: Reinsurance ceded and other (1)

   955   34,237 
         

Balance as of December 31, 2007, gross of reinsurance

  $262,141  $1,449,143 
         

(1)Reinsurance ceded and other includes claims and benefits payable balancebalances that have either been [a](a) reinsured to third parties, [b](b) established for claims related expenses whose subsequent payment is not recorded as a paid claim, or [c](c) reserves established for obligations that would persist even if contracts were cancelled (such as extension of benefits), which cannot be analyzed appropriately under a roll-forward approach.

Union Security Insurance Company

Notes to Consolidated Financial Statements—(Continued)Statements

December 31, 2007, 2006 2005 and 20042005

(In thousands except share data)

 

Claims

Short Duration Contracts

The Company’s short duration contracts are comprised of group term life, group disability, medical, dental, and benefits payable include claimscredit life and disability. The principal products and services included in process as well as provisions for incurred but not reported claims. Such amountsthese categories are described in the summary of significant accounting polices (see note 2).

Case and IBNR reserves are developed using actuarial principles and assumptions that consider, among other things, contractual requirements, historical utilization trends and payment patterns, benefit changes, medical inflation, seasonality, membership, product mix, legislative and regulatory environment, economic factors, disabled life mortality and claim termination rates and other relevant factors. The Company consistently applies the principles and assumptions listed above from year to year, while also giving due consideration to the potential variability of these factors.

Since claimscase and benefits payableIBNR reserves include estimates developed from various actuarial methods, the Company’s actual losses incurred may be more or less than the Company’s previously developed estimates. As shown in the table above, if the amounts listed on the line labeled “Incurred losses related to: Prior year” are negative (redundant) this means that the Company’s actual losses incurred related to prior years for these lines were less than the estimates previously made by the Company. If the line labeled “Incurred losses related to: Prior year” are positive (deficient) this means that the Company’s actual losses incurred related to prior years for these lines were greater than the estimates previously made by the Company.

The Group Term Life case and IBNR reserves redundancies in all years are due to actual mortality rates running below those assumed in prior year reserves, and actual recovery rates running higher than those assumed in prior year reserves.

Group Disability claimscase and benefits payableIBNR reserves show redundancies in all years due to actual claim recovery rates exceeding those assumed in prior year reserves. During the three-year period, recoveries and terminations due to death increased in 2007 and 2006 leading to a higher reserve redundancy in those years.

The Company’s short duration group disability category includes short and long term disability products. Case and IBNR reserves for long-term disability have been discounted at 5.25%. The December 31, 2007 and 2006 liabilities include $1,384,970 and $1,410,711, respectively, of such reserves. The amount of discounts deducted from outstanding reserves as of December 31, 2007 and 2006 are $486,492 and $445,004, respectively.

Long Duration Contracts

The Company’s long duration contracts are comprised of pre-funded funeralpreneed life insurance policies and annuity contracts, life insurance policies no longer offered, and FFG and LTC disposed businesses. The principal products and services included in these categories are described in the summary of significant accounting polices (see Note 2).

PreNeedPreneed Business—Independent Division

Interest and discount rates for pre-funded funeral lifepreneed insurance are level, vary by year of issuance and product, and ranged from 4.7% to 7.3% in 20062007 and 20052006 before provisions for adverse deviation, which ranged from 0.2% to 0.5% in both 20062007 and 2005.2006.

Interest and discount rates for traditional life insurance no longer offered vary by year of issuance and products and were 7.5% grading to 5.3% over 20 years in 20062007 and 20052006 with the exception of a block of pre-1980 business which had a level 8.8% discount rate in both 20062007 and 2005.2006.

Mortality assumptions are based upon pricing assumptions and modified to allow provisions for adverse deviation. Surrender rates vary by product and are based upon pricing assumptions.

Future policy benefit increases on pre-funded funeralpreneed life insurance policies ranged from 1.0% to 7.0% in 20062007 and 2005.2006. Some policies have future policy benefit increases, which are guaranteed or tied to equal some measure of inflation. The inflation assumption for most of these inflation-linked benefits was 3.0% in both 20062007 and 20052006 with the exception of most policies issued in 20062005 and 2005later where the assumption was 2.3%. Traditional life products issued by the PreNeed business have level benefits.

Union Security Insurance Company

Notes to Consolidated Financial Statements—(Continued)Statements

December 31, 2007, 2006 2005 and 20042005

(In thousands except share data)

 

The reserves for annuities issued by the independent division are based on assumed interest rates credited on deferred annuities, which vary by year of issue, and ranged from 2.0%1.5% to 5.5% in 20062007 and 2005.2006. Withdrawal charges, if any, generally range from 7.0% to 0%0.0% and grade to zero over a period of seven years for business issued in the United States.U.S. Canadian annuity products have a surrender charge that varies by product series and premium paying period, typically grading to zero after all premiums have been paid.

FFG and LTC

The reserves for FFG and LTC are included in the company’s reserves in accordance with Statement of Financial Accounting Standards No. 113,Accounting and Reporting for Reinsurance of Short-Duration and Long-Duration Contracts (“FAS 113”). The Company maintains an offsetting reinsurance recoverable related to these reserves (see note 8).

Short Duration Contracts

The Company’s short duration contracts are comprised of group term life, group disability, medical, dental, and credit life and disability. The principal products and services included in these categories are described in the summary of significant accounting polices (see note 2).

The Company’s short duration group disability category includes short and long term disability products. Claims and benefits payable for long-term disability have been discounted at 5.25%. The December 31, 2006 and 2005 liabilities include $1,410,711 and $1,376,793, respectively, of such reserves. The amount of discounts deducted from outstanding reserves as of December 31, 2006 and 2005 are $445,004 and $445,984, respectively.

10.Fair Value Disclosures

10. Fair Value Disclosures

Statement of Financial Accounting Standards No.FAS 107,Disclosures About Fair Value of Financial Instruments, (“FAS 107”) requires disclosure of fair value information about financial instruments, as defined therein, for which it is practicable to estimate such fair value. These financial instruments may or may not be recognized in the consolidated balance sheets. In the measurement of the fair value of certain financial instruments, if quoted market prices were not available other valuation techniques were utilized. These derived fair value estimates are significantly affected by the assumptions used. Additionally, FAS 107 excludes certain financial instruments including those related to insurance contracts.contracts from being disclosed.

Fair values for fixed maturity securities, equity securities, collateral held and obligations under securities lending and separate account assets (with matching liabilities) are obtained from an independent pricing service which uses observable market information. In the measurement of the fair value of certain financial instruments, other valuation techniques were utilized if quoted market prices were not available.

Union Security Insurance Company

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005

(In thousands except share data)

In estimating the fair value of the financial instruments presented, the Company used the following methods and assumptions:

Cash, cash equivalents and short-term investments:investments: the carrying amount reported approximates fair value because of the short maturity of the instruments.

Fixed maturity securities:securities: the fair value for fixed maturity securities, which includesinclude both public and 144A securities, is primarily based on quoted market prices, where available. For fixed maturity securities that are not actively traded, fair values are estimated using values obtained from independentmatrix pricing servicesmodels or, in the case of private placements, excluding 144A securities, areis estimated by discounting expected future cash flows using a current market rate applicable to the yield, credit quality, and maturity of the investments.

Equity securities:securities: the fair value of equity securities and non-sinking fund preferred stocks is primarily based on quoted market prices.matrix pricing models.

Union Security Insurance Company

Notes to Consolidated Financial Statements—(Continued)

December 31, 2006, 2005 and 2004

(In thousands except share data)

Commercial mortgage loans and policy loans:loans: the fair values of mortgage loans are estimated using discounted cash flow analyses, based on interest rates currently being offered for similar loans to borrowers with similar credit ratings. Mortgage loans with similar characteristics are aggregated for purposes of the calculations. The carrying amounts of policy loans reported in the consolidated balance sheets approximate fair value.

Other investments:investments: the fair values of joint ventures are based on financial statements provided by partnerships or members. The carrying amounts of the remaining other investments approximate fair value.

Other assets: a derivative instrument, which the Company purchased to hedge inflation risk inherent in some of our preneed insurance policies with payments tied to the Consumer Price Index, is recorded in other assets. The fair value of this derivative is based on quoted market prices.

Collateral and obligations under securities lending: the carrying amount reported approximates fair value because of the short duration of the investments.

Policy reserves under investment products:products: the fair values for the Company’s policy reserves under the investment products are determined using cash surrender value.

CollateralSeparate account assets and obligations under securities lending:liabilities the: separate account assets (with matching liabilities) are reported at their estimated fair values, of securities lending assets and liabilitieswhich are primarily based on quoted market prices.

Separate account assets and liabilities:Funds held under reinsurance separate account assets and liabilities are: the carrying amount reported at their estimatedapproximates fair values invalue due to the balance sheet.short maturity of the instruments.

Union Security Insurance Company

Other assets: a derivative instrument, the Consumer Price Index Cap, is recorded in other assets. The fair value of this derivative is based on quoted market prices.Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005

(In thousands except share data)

 

   December 31, 2006  December 31, 2005
   Carrying
Value
  Fair Value  Carrying
Value
  Fair Value

Financial assets

        

Cash and cash equivalents

  $75,233  $75,233  $19,042  $19,042

Fixed maturities

   2,915,346   2,915,346   3,488,415   3,488,415

Equity securities

   320,010   320,010   318,120   318,120

Commercial mortgage loans on real estate

   750,283   774,030   758,966   815,753

Policy loans

   7,840   7,840   9,773   9,773

Short-term investments

   48,141   48,141   80,329   80,329

Collateral held under securities lending

   176,937   176,937   384,141   384,141

Other investments

   87,323   87,323   61,024   61,024

Other assets

   6,451   6,451   8,753   8,753

Assets held in separate accounts

   3,020,811   3,020,811   3,200,233   3,200,233

Financial liabilities

        

Policy reserves under investment products
(Individual and group annuities, subject to
discretionary withdrawal)

  $355,178  $352,809  $616,733  $609,603

Obligations under securities lending

   176,937   176,937   384,141   384,141

Liabilities related to separate accounts

   3,020,811   3,020,811   3,200,233   3,200,233

   December 31, 2007  December 31, 2006
   Carrying Value  Fair Value  Carrying Value  Fair Value

Financial assets

        

Cash and cash equivalents

  $32,832  $32,832  $75,233  $75,233

Fixed maturity securities

   2,654,969   2,654,969   2,915,346   2,915,346

Equity securities

   268,672   268,672   320,010   320,010

Commercial mortgage loans on real estate

   822,184   851,124   750,283   774,030

Policy loans

   7,724   7,724   7,840   7,840

Short-term investments

   44,092   44,092   48,141   48,141

Collateral held under securities lending

   240,049   240,049   176,937   176,937

Other investments

   74,781   74,781   87,323   87,323

Other assets

   6,635   6,635   6,451   6,451

Assets held in separate accounts

   2,867,617   2,867,617   3,020,811   3,020,811

Financial liabilities

        

Policy reserves under investment products (Individual and group annuities, subject to discretionary withdrawal)

  $304,882  $302,275  $355,178  $352,809

Funds held under reinsurance

   118   118   107   107

Obligations under securities lending

   240,049   240,049   176,937   176,937

Liabilities related to separate accounts

   2,867,617   2,867,617   3,020,811   3,020,811

The fair value of the Company’s liabilities for insurance contracts other than investment-type contracts are not required to be disclosed. However, the fair values of liabilities under all insurance contracts are taken into consideration in the Company’s overall management of interest rate risk, such that the Company’s exposure to changing interest rates is minimized through the matching of investment maturities with amounts due under insurance contracts.

Union Security Insurance Company

Notes to Consolidated Financial Statements—(Continued)

December 31, 2006, 2005 and 2004

(In thousands except share data)

 

11. Retirement and Other Employee Benefits

11.Retirement and Other Employee Benefits

The Parent sponsors a defined benefit pension plan and certain other post retirement benefits covering employees and certain agents who meet eligibility requirements as to age and length of service. Plan assets of the defined benefit plans are not specifically identified by each participating subsidiary. Therefore, a breakdown of plan assets is not reflected in these consolidated financial statements. The Company has no legal obligation for benefits under these plans. The benefits are based on years of service and career compensation. The Parent’s pension plan funding policy is to contribute amounts to the plan sufficient to meet the minimum funding requirements set forth in the Employee Retirement Income Security Act of 1974, plus additional amounts as the Parent may determine to be appropriate from time to time up to the maximum permitted, and to charge each subsidiary an allocable amount based on its employee census. Pension costcosts allocated to the Company amounted towere $6,902, $8,240 and $7,881 for 2007, 2006 and $9,409 for 2006, 2005, and 2004, respectively.

The Company participates in a contributory profit sharing plan, sponsored by theour Parent, covering employees and certain agents who meet eligibility requirements as to age and length of service. Benefits are payable to participants on retirement or disability and to the beneficiaries of participants in the event of death. For employees hired on or before December 31, 2000, the first 3% of an employee’s contribution is matched 200% by the Company. The second 2% is matched 50% by the Company. For employees hired after December 31, 2000, the first 3% of an employee’s contribution is matched 100% by the Company. The second 2% is matched 50% by the Company. The amount expensed was $5,853, $5,688 and $5,656 for 2007, 2006 and $5,462 for 2006, 2005, and 2004, respectively.

With respect to retirement benefits, the Company participates in other health care and life insurance benefit plans (postretirement benefits) for retired employees, sponsored by the Parent. Health care benefits, either through the Parent’s sponsored retiree plan for retirees under age 65 or through a cost offset for individually purchased Medigap policies for retirees over age 65, are available to employees who retire on or after January 1, 1993, at age 55 or older, with 10 years or more service. Life insurance, on a retiree pay all basis, is available to those who retire on or after January 1, 1993. The Company made contributions to the postretirement benefit plans of $0,$1,108, $0 and $1,767$0 in 2007, 2006 2005 and 2004,2005, respectively, as claims were incurred. During 2007, 2006 2005 and 20042005 the Company incurred expenses related to retirement benefits of $1,522, $1,532 and $1,505, and $4,333, respectively.

12. Deferred Policy Acquisition Costs

Information about deferred policy acquisition costs follows:

   December 31, 
   2006  2005  2004 

Beginning Balance

  $123,222  $116,060  $103,606 

Transfer of Canadian Business

   (45,690)  —     —   

Costs deferred

   27,874   78,432   78,106 

Amortization

   (41,772)  (72,726)  (68,508)

Foreign currency translation

   (63)  1,456   2,856 
             

Ending Balance

  $63,571  $123,222  $116,060 
             

Union Security Insurance Company

Notes to Consolidated Financial Statements—(Continued)Statements

December 31, 2007, 2006 2005 and 20042005

(In thousands except share data)

 

13. Goodwill and Value of Business Acquired

12.Deferred Acquisition Costs

Information about deferred acquisition costs follows:

   December 31, 
   2007  2006  2005 

Beginning balance

  $63,571  $123,222  $116,060 

Transfer of Canadian business

   —     (45,690)  —   

Costs deferred

   33,063   27,874   78,432 

Amortization

   (39,724)  (41,772)  (72,726)

Foreign currency translation

   —     (63)  1,456 

Cumulative effect of change in accounting principle for SOP 05-01 (Note 2)

   (6,335)  —     —   
             

Ending balance

  $50,575  $63,571  $123,222 
             

13.Goodwill, VOBA and Intangibles

Information about goodwill VOBA and value of business acquired (VOBA)intangibles are as follows:

 

   Goodwill for the Year Ended
December 31, `
  VOBA for the Year Ended
December 31,
 
   2006  2005  2004  2006  2005  2004 

Beginning Balance

  $164,643  $156,143  $157,024  $33,965  $39,413  $45,710 

Transfer of Canadian Business

   (7,817)  —     —     (2,692)  —     —   

Dental mergers (see Note 1)

   —     8,594   —     —     —     —   

Acquisitions (Dispositions)

   —     (340)  —     —     —     —   

Amortization, net of interest accrued

   —     —     —     (4,603)  (5,532)  (6,503)

Foreign Currency Translation

   (9)  246   (881)  (3)  84   206 
                         

Ending Balance

  $156,817  $164,643  $156,143  $26,667  $33,965  $39,413 
                         
  Goodwill for the Year Ended
December 31,
  VOBA for the Year Ended
December 31,
  Intangibles for the Year Ended
December 31,
 
  2007 2006  2005  2007  2006  2005  2007  2006  2005 

Beginning balance

 $156,817 $164,643  $156,143  $26,667  $33,965  $39,413  $29,061  $30,622  $25,892 

Transfer of Canadian business

  —    (7,817)  —     —     (2,692)  —     —     —     —   

Dental mergers

  —    —     8,594   —     —     —     —     218   7,632 

Additions (deletions)

  —    —     (340)  —     —     —     —     —     —   

Amortization, net of interest accrued

  —    —     —     (3,851)  (4,603)  (5,532)  (1,788)  (1,779)  (2,902)

Foreign currency translation

  —    (9)  246   —     (3)  84   —     —     —   
                                   

Ending balance

 $156,817 $156,817  $164,643  $22,816  $26,667  $33,965  $27,273  $29,061  $30,622 
                                   

As of December 31, 2006,2007, the majority of the outstanding balance of VOBA relates to the Company’s pre-funded funeralpreneed insurance business. VOBA in this segment assumes an interest rate ranging from 6.5%5.4% to 7.5%.

At December 31, 20062007 the estimated amortization of VOBA for the next five years and thereafter is as follows:

 

Year

  Amount $  Amount

2007

  3,851

2008

  3,051  $3,051

2009

  2,272   2,272

2010

  1,799   1,799

2011

  1,638   1,638

2012

   1,513

Thereafter

   12,543
   

Total

  $22,816
   

Intangible assets that have finite lives, including customer relationships, customer contracts and other intangible assets are amortized over their estimated useful lives. At December 31, 2007, the estimated amortization of intangibles with finite lives for the next five years is as follows:

Year

  Amount

2008

  $1,788

2009

   1,788

2010

   1,788

2011

   1,788

2012

   1,788

14. Other Comprehensive IncomeUnion Security Insurance Company

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005

(In thousands except share data)

14.Other Comprehensive Income

The Company’s components of other comprehensive income (loss) net of tax at December 31 are as follows:

 

   Foreign Currency
Translation
Adjustment
  Unrealized Gains
(Losses) on
Securities
  Accumulated Other
Comprehensive
Income
 

Balance at December 31, 2003

  $3,933  $152,469  $156,402 

Activity in 2004

   2,784   13,489   16,273 
             

Balance at December 31, 2004

   6,717   165,958   172,675 

Dental Merger (See Note 2)

   —     34   34 

Activity in 2005

   300   (53,480)  (53,180)
             

Balance at December 31, 2005

   7,017   112,512   119,529 

Transfer of Canadian Business

   (7,227)  (11,729)  (18,956)

Activity in 2006

   151   (38,445)  (38,294)
             

Balance at December 31, 2006

  $(59) $62,338  $62,279 
             

Union Security Insurance Company

Notes to Consolidated Financial Statements—(Continued)

December 31, 2006, 2005 and 2004

(In thousands except share data)

   Foreign
Currency
Translation
Adjustment
  Unrealized Gains
(Losses) on
Securities
  Accumulated Other
Comprehensive
Income
 

Balance at December 31, 2004

  $6,717  $165,958  $172,675 

Dental merger

   —     34   34 

Activity in 2005

   300   (53,480)  (53,180)
             

Balance at December 31, 2005

   7,017   112,512   119,529 
             

Transfer of Canadian business

   (7,227)  (11,729)  (18,956)

Activity in 2006

   151   (38,445)  (38,294)
             

Balance at December 31, 2006

   (59)  62,338   62,279 
             

Activity in 2007

   59   (56,642)  (56,583)
             

Balance at December 31, 2007

  $—    $5,696  $5,696 
             

 

15. Related Party Transactions

15.Related Party Transactions

The Company receives various services from the Parent and its affiliates. These services include assistance in benefit plan administration, corporate insurance, accounting, tax, auditing, investment, information technology and other administrative functions. The fees paid to the Parent for these services for years ended December 31, 2007, 2006 and 2005, were $27,581, $27,803 and 2004, were $36,181, $32,103 and $27,940,$27,647, respectively. Net expenses paid to affiliates were $26,714, $33,245 $38,846 and $34,462,$38,846, for the years ended December 31, 2007, 2006 2005 and 2004.2005. Information technology expenses were $43,369, $44,470 $56,866 and $51,295$56,866 for years ended December 31, 2007, 2006 2005 and 2004,2005, respectively.

Administrative expenses allocated for the Company may be greater or less than the expenses that would be incurred if the Company were operating on its own.

The Company assumes pre-funded funeralpreneed business from its affiliate, United Family Life Insurance Company (“UFL”). The Company has assumed premium from UFL of $8,146, $9,838 and $12,215 in 2007, 2006 and $15,136 in 2006, 2005, and 2004, respectively. The Company assumed $548,472$520,904 and $572,790$548,472 of reserves in 20062007 and 2005,2006, respectively, from UFL.

The Company assumes group disability business from its affiliate, Union Security Life Insurance Company of New York (“USLIC”USLICONY”). The Company assumed $6,813, $6,916 $6,588 and $6,526$6,588 of premium from USLICUSLICONY in 2007, 2006 2005 and 2004,2005, respectively. The Company assumed $29,151$29,569 and $24,879$29,151 of reserves in 2007 and 2006, respectively, from USLICONY.

Union Security Insurance Company

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005 respectively, from USLIC.

On April 1, 2006, the Company transferred the assets and liabilities related to its Canadian operations to ALOC, an indirectly wholly owned subsidiary of the Parent, in exchange for ALOC common stock equal to the fair value of the net assets transferred. The Company transferred assets of approximately $473,000 and liabilities of approximately $400,000 related to its Canadian operations to ALOC for the purpose of re-domesticating its Canadian operations to Canada. In return, the Company received approximately $75,000 of ALOC common stock which was then sold to the Parent. In addition, there was a reinsurance agreement between the Company and ALOC for the existing insurance in force in which the Company was relieved of any liability to the insured. As a result of these transactions, the Company recognized an increase to equity of approximately $2,000.

16. Commitments and Contingencies(In thousands except share data)

16.Commitments and Contingencies

The Company and its subsidiaries lease office space and equipment under operating lease arrangements. Certain facility leases contain escalation clauses based on increases in the lessors’ operating expenses. At December 31, 2006,2007, the aggregate future minimum lease payment under operating lease agreements that have initial or non-cancelable terms in excess of one year are:

 

2007

  $8,350

2008

   7,670

2009

   6,531

2010

   6,092

2011

   5,032

Thereafter

   625
    

Total minimum future lease payments

  $34,300
    

Union Security Insurance Company

Notes to Consolidated Financial Statements—(Continued)

December 31, 2006, 2005 and 2004

(In thousands except share data)

2008

  $7,917

2009

   7,093

2010

   6,619

2011

   5,494

2012

   1,019

Thereafter

   48
    

Total minimum future lease payments

  $28,190
    

Rent expense was $8,277, $8,713 and $9,699 for 2007, 2006 and $10,904 for 2006, 2005, and 2004 respectively.

The Company is regularly involved in litigation in the ordinary course of business, both as a defendant and as a plaintiff. The Company may from time to time be subject to a variety of legal and regulatory actions relating to the Company’s current and past business operations. While the Company cannot predict the outcome of any pending or future litigation, examination or investigation, the Company does not believe that any pending matter will have a material adverse effect on the Company’s business, financial condition or results of operations.

 

F-35F-37