Medico Corp Life Insurance Company As 12-31-2015 - Nebraska

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STATE OF NEBRASKADepartment of InsuranceEXAMINATION REPORTOFMEDICO CORP LIFE INSURANCE COMPANYas ofDecember 31, 2015

TABLE OF CONTENTSItemPageSalutation .1Introduction .1Scope of Examination .2Description of Company:History.4Management and Control:Holding Company .6Shareholder .7Board of Directors.7Officers .8Committees .9Transactions with Affiliates:Shared Services Agreement .9Tax Allocation Agreement .10Trademark License Agreement .11Distributor Agreement .11Territory and Plan of Operation .11Reinsurance:Assumed .12Ceded .12General .13Body of Report:Growth .14Financial Statements .14Examination Changes in Financial Statements .17Compliance with Previous Recommendations .17Commentary on Current Examination Findings .17Subsequent Event:Re-domestication to Iowa .17Summary of Comments and Recommendations .17Acknowledgment .18

Des Moines, IowaMay 25, 2017Honorable Bruce R. RamgeDirector of InsuranceNebraska Department of Insurance941 “O” Street, Suite 400Lincoln, Nebraska 68508Dear Sir:Pursuant to your instruction and authorizations, and in accordance with statutoryrequirements, an examination has been conducted of the financial condition and business affairs of:MEDICO CORP LIFE INSURANCE COMPANYwhich has its Statutory Home Office located at1010 North 102nd Street, Suite 201Omaha, NE 68114with its Principal Executive Office located at601 Sixth AvenueDes Moines, IA 50309(hereinafter also referred to as the “Company”) and the report of such examination is respectfullypresented herein.INTRODUCTIONThe Company was last examined as of December 31, 2010 by the State of Nebraska. Thecurrent financial condition examination covers the intervening period to, and including, the closeof business on December 31, 2015, and includes such subsequent events and transactions as wereconsidered pertinent to this report. The States of Nebraska and Iowa participated in thisexamination and assisted in the preparation of this report.

The same examination staff conducted a concurrent financial condition examination of theCompany’s affiliates, Medico Insurance Company (MIC), American Republic Corp InsuranceCompany (ARCIC), American Republic Insurance Company (ARIC), Medico Life and HealthInsurance Company (MLHIC).SCOPE OF EXAMINATIONThis examination was conducted pursuant to and in accordance with both the NAICFinancial Condition Examiners Handbook (Handbook) and Section §44-5904(1) of the NebraskaInsurance Statutes. The Handbook requires that examiners plan and perform the examination toevaluate the financial condition and identify prospective risks of the Company by obtaininginformation about the Company including, but not limited to: corporate governance, identifyingand assessing inherent risks within the Company, and evaluating system controls and proceduresused to mitigate those risks. The examination also includes assessing the principles used andsignificant estimates made by management, as well as evaluating the overall financial statementpresentation and management’s compliance with Statutory Accounting Principles and AnnualStatement Instructions, when applicable to domestic state regulations.The examination was completed under coordination of the holding company groupapproach with the Iowa Department of Insurance as the coordinating state. The companiesexamined under this approach benefit to a large degree from common management, systems andprocesses, and internal control and risk management functions that are administered at theconsolidated or business unit level.The coordinated examination applies procedures sufficient to comprise a full scopefinancial examination of each of the companies in accordance with the examination proceduresand standards promulgated by the NAIC and by the respective state insurance departments where2

the companies are domiciled. The objective is to enable each domestic state to report on theirrespective companies’ financial condition and to summarize key results of examinationprocedures.A general review was made of the Company’s operations and the manner in which itsbusiness has been conducted in order to determine compliance with statutory and charterprovisions. The Company’s history was traced and has been set out in this report under thecaption “Description of Company”. All items pertaining to management and control werereviewed, including provisions for disclosure of conflicts of interest to the Board of Directorsand the departmental organization of the Company. The Articles of Incorporation and By-Lawswere reviewed, including appropriate filings of any changes or amendments thereto. Theminutes of the meetings of the Shareholder, Board of Directors and committees, held during theexamination period, were read and noted. Attendance at meetings, proxy information, electionof Directors and Officers, approval of investment transactions were also noted.The fidelity bond and other insurance coverages protecting the Company’s property andinterests were reviewed, as were plans for employee welfare and pension. Certificates ofAuthority to conduct the business of insurance in the various states were inspected and a surveywas made of the Company’s general plan of operation.Data reflecting the Company's growth during the period under review, as developed fromthe Company's filed annual statements, is reflected in the financial section of this report underthe caption "Body of Report".The Company's reinsurance facilities were ascertained and noted, and have beencommented upon in this report under the caption "Reinsurance". Accounting records andprocedures were tested to the extent deemed necessary through the risk-focused examination3

process. The Company’s method of claims handling and procedures pertaining to the adjustmentand payment of incurred losses were also noted.All accounts and activities of the Company were considered in accordance with the riskfocused examination process. This included a review of workpapers prepared by Ernst &Young, the Company’s external auditors, during their audit of the Company’s accounts for theyears ended December 31, 2014 and 2015. Portions of the auditor’s workpapers have beenincorporated into the workpapers of the examiners and have been utilized in determining thescope and areas of emphasis in conducting the examination. This utilization was performedpursuant to Title 210 (Rules of the Nebraska Department of Insurance), Chapter 56, Section 013.Any failure of items to add to the totals shown in schedules and exhibits appearingthroughout this report is due to rounding.DESCRIPTION OF COMPANYHISTORYThe Company was incorporated on March 16, 1960 under the laws of the State of NorthCarolina as a stock accident and health insurance company under the name Mid-South InsuranceCompany, with its home office in Fayetteville, North Carolina. In 1972, the Articles ofIncorporation were amended to include authority to write life insurance in all forms, includingannuities.Effective February 29, 1996, the stockholders of the Company approved and adopted anAgreement and Plan of Merger with Trigon Insurance Company (TIC) (d/b/a Trigon Blue CrossBlue Shield, formerly Blue Cross Blue Shield of Virginia). Under the terms of the agreement, theCompany became a wholly-owned subsidiary of TIC, Virginia’s largest managed healthcare4

company. Each share of the Company’s common stock was canceled and converted into 15.67 incash.A reorganization of the holding company structure of TIC was accomplished effective July31, 1997. Through the reorganization, the direct ownership of the Company was restructured suchthat it became a wholly-owned subsidiary of Monticello Service Agency, Inc. (MSA), who was awholly-owned subsidiary of Trigon Healthcare, Inc. (THI). THI had previously been established asthe organization’s ultimate parent on February 5, 1997 pursuant to a Plan of Demutualization byTIC. Management and ultimate control of the Company did not change as a result of thisrestructuring.Effective June 1, 2000, World Insurance Company (World) entered into a Stock PurchaseAgreement, dated as of March 1, 2000, by and between World as buyer, MSA as seller, and THI toacquire 100% of the stock of the Company. Effective June 1, 2000 and pursuant to a Redomestication Order entered by the Nebraska Department of Insurance, the Company was redomiciled as a Nebraska corporation with its home office and principal executive office in Omaha,Nebraska.On January 13, 2004, ultimate control changed to American Republic Mutual Holding Co.(AR Mutual) via a merger with the Company’s ultimate parent and AR Mutual, with AR Mutual asthe surviving entity. Effective March 2, 2004, AR Mutual filed its Amended Articles ofIncorporation with the Iowa Insurance Division and Iowa Secretary of State to change its name toAmerican Enterprise Mutual Holding Company.Effective March 17, 2006, the Company filed its Amended Articles of Incorporation withthe Nebraska Department of Insurance and the Secretary of State of the State of Nebraska to changeits name to World Corp Insurance Company.5

Effective March 31, 2013, the Company’s parent, World, completed a merger with anaffiliate, ARIC, with ARIC emerging as the surviving entity. As a result of the merger, theCompany became a wholly-owned subsidiary of ARIC.Effective October 30, 2013, the Company filed it Amended Articles of Incorporation withthe Nebraska Department of Insurance and Secretary of State of Nebraska to change its name toMedico Corp Life Insurance Company.As of December 31, 2015, The Company’s current certificate of authority authorizes it towrite Life and Sickness and Accident insurance in the State of Nebraska pursuant to Neb. Rev. Stat.Section 44-201.MANAGEMENT AND CONTROLHolding CompanyThe Company is a member of an insurance holding company system as defined byNebraska Statute. An organizational listing flowing from the ‘Ultimate Controlling Person”, asreported in the 2015 Annual Statement, is represented by the following (subsidiaries are denotedthrough the use of indentations, and unless otherwise indicated, all subsidiaries are 100%owned):American Enterprise Mutual Holding CompanyAmerican Enterprise Group, Inc.American Enterprise Services CompanyAmerican Republic Insurance CompanyAmerican Republic Equities CorporationAmerican Republic Corp Insurance CompanyAmericare Marketing, LLCMedico Corp Life Insurance CompanyMedico Insurance Company7802-2, LLCAmerican Enterprise Holdings, Inc.The Entrecor Group, LLCAmerican Republic Insurance Services, LLC6

ShareholderArticle VII of the Company’s Articles of Incorporation states, “that the aggregate numberof shares of stock that the Company is authorized to issue is six million (6,000,000) shares ofcommon stock, each with a par value of one dollar ( 1.00). The common stock shall haveunlimited voting rights and shall be entitled to the net assets of the Company upon dissolution.”Total shares outstanding as December 31, 2015 was 5,446,696.Article III of the By-Laws state that, “the annual meeting shall be held on the firstTuesday in March of each year at such place as the Board of Directors shall each year fix.”No dividends or additional paid in capital took place during the exam period.Board of DirectorsArticle IV of the By-Laws states that, “no Director is required to be an Officer oremployee or a Shareholder of the Corporation, but at least one shall be a resident of the State ofNebraska. The number of Directors of the Corporation shall not be less than five and at least oneshall be a resident of Nebraska. The exact number of Directors shall be determined from time totime by resolution of the Board of Directors. Each Director shall hold office until his or hersuccessor shall have been elected and qualifies, or until his or her death, resignation, removal ortermination of office Any vacancy occurring the Board of Directors through death,resignation, removal, termination of office or any other cause, including an increase in thenumber of Directors, may be filled by the Board of Directors.”The following persons were serving as Directors at December 31, 2015:7

Name and ResidencePrincipal OccupationTom Dick EilersOmaha, NERetired Chairman and President of World InsuranceCompanyTimothy John HallCumming, IAExecutive Vice-President, Business DevelopmentAmerican Enterprise GroupSara Elaine LehanUrbandale, IAAssistant Vice-President, Financial ReportingAmerican Enterprise GroupMark Steven MovicDes Moines, IASenior Vice-President, Chief Financial Officer andTreasurer, American Enterprise GroupThomas Anthony SwankDes Moines, IAPresident, Chief Executive Officer, and Chairman,American Enterprise GroupArticle IV of the By-Laws states that, “the Directors shall be entitled to be reimbursed forany expenses paid by them on account of attendance at any regular or special meeting of the Boardof Directors and the Board may fix the compensation of the Directors from time to time byresolution of the Board.”OfficersArticle VI of the By-Laws states that, “the Executive Officers of the Corporation shall bea Chairman of the Board, a President, one of whom shall be designated by the Board of Directorsas the Chief Executive Officer, and a Secretary. The Corporation shall have such other Officersas may from time to time be appointed by the Chief Executive Officer. The Chairman of theBoard, the Chief Executive Officer, the President and the Secretary shall be elected annually bythe Board of Directors at the annual meeting thereof. Each such Officer shall hold office untilthe next succeeding annual meeting of the Board of Directors and until his or her successor shallhave been duly chosen and shall qualify or until his or her death or until he or she shall resign orshall have been removed.”8

The following is a listing of Officers elected and serving the Company at December 31,2015:NameOfficeThomas A. SwankMark S. MovicPresident and Chief Executive OfficerSenior Vice-President, Chief Financial Officer andTreasurerVice-President, Assistant Secretary and ChiefAccounting OfficerVice-President and Chief Information OfficerVice-President and National Sales LeaderVice-President, General Counsel and SecretaryVice-President and Chief ActuaryMargaret A. BrownRandy D. CairnsWilliam JetterSusan E. VossMark A. WillseCommitteesArticle V of the Company’s By-Laws states that, “the Board of Directors, by resolutionadopted by the affirmative vote of a majority of the number of Directors then in office, mayestablish one or more other Committees of the Board of Directors, each Committee to consist ofone or more Directors appointed by the Board of Directors, except as otherwise required underthe Nebraska Business Corporation Act. Any such Committee shall serve at the will of theBoard of Directors.” There were no Committees established as of the examination date.TRANSACTIONS WITH AFFILIATESShared Services AgreementEffective July 1, 2015, American Enterprise Mutual Holding Company (AEMHC) and allof its subsidiary companies became parties to a Shared Services Agreement. The Agreementallows American Enterprise Services Company, as the employer of all employees in the AEMHCsystem, to provide employee services and then allocate related employee expenses to all otheraffiliate companies. The Agreement details the procedure for the affiliate companies todetermine expense allocations annually related to these services, as well as for their review and9

reconciliation. Further, the Agreement allows one affiliate company to incur direct expenses orpay operational and administrative expenses for another affiliate company and then bereimbursed for these direct expenditures. The Agreement provides safeguards to the financialintegrity of each affiliate company. Further, a separate Expense Allocation Agreement, datedOctober 1, 2010, exists among American Enterprise Services Company, ARIC, and AmericanRepublic Equities Corporation (AR Equities). This secondary agreement memorializes theallocation of expenses related to the securities business of AR Equities and incorporatesnecessary references to regulations put forth by the Securities and Exchange Commission andenforced by FINRA.Tax Allocation AgreementEffective for tax years ending December 31, 2002 and thereafter, AEMHC, AmericanEnterprise Group, Inc., ARIC, The Entrecor Group, LLC (at that time a corporation), AmericanRepublic Equities Corporation, and Americare Marketing, LLC, have been parties to a TaxAllocation Agreement that provides for the allocation of certain tax benefits in the filing of aconsolidated tax return. Effective for tax years ending December 31, 2003 and after, AmericanEnterprise Services Company also became a party to the Tax Allocation Agreement. Effectivefor tax years ending December 31, 2008 and after, ARCIC also became a party to the TaxAllocation Agreement. Effective for tax years ending December 31, 2010 and after, theCompany (at that time known as World Corp Insurance Company) joined as party to the TaxAllocation Agreement. Effective for tax years ending December 31, 2012, American EnterpriseHoldings, Inc., and American Republic Insurance Services, LLC, joined as parties to the TaxAllocation Agreement.10

Trademark License AgreementEffective October 30, 2013, the Company entered into a Trademark License Agreementwith an affiliate; MIC. MIC is the owner of the service marks, registrations and applications thatreference the word marks of “Medico” and “Protecting Your Future Today”. MIC grants theCompany a limited, non-exclusive, domestic, royalty free license to use the marks referenced.The license allows the Company to incorporate the marks into their business entity name, logo,and in any taglines used in company and product advertising.Distributor AgreementEffective June 1, 2015, the Company and MIC entered into a Distributor Agreement withan affiliate, The Entrecor Group, LLC (distributor). The Company authorizes the distributor toprocure applications for Company products in those states where the distributor is licensed andappointed by the Company to sell the available lines of business and product. Commissions willbe paid to the distributor based upon the agreed upon commission schedule.TERRITORY AND PLAN OF OPERATIONAs evidenced by current or continuous Certificates of Authority, the Company is licensed totransact business in all states, with the exception of California, Connecticut, Massachusetts, NewHampshire, New Jersey, and New York.Business is produced under distribution networks provided by IMO (Independent MarketingOrganizations) and GA (General Agencies).11

REINSURANCEAssumedEffective April 1, 2010, the Company entered into an intercompany quota sharereinsurance agreement that assumes 100% of major medical and Medicare supplement productsfrom ARIC.CededEffective October 1, 1998, the Company and United Teacher Associates InsuranceCompany (UTA) entered into a quota share reinsurance agreement that cedes 100% of certainannuity, supplementary, and life contracts.Effective January 1, 2001, the Company entered into an excess loss reinsuranceagreement with Reliastar Life Insurance Company (RLIC) where ARIC and WIC were alsonamed on the agreement. The agreement cedes 100% of major medical excess loss over 700,000 with an unlimited maximum lifetime benefit.Effective January 1, 2005, the Company entered into an excess loss reinsuranceagreement with RLIC where ARIC and WIC were also named on the agreement. The agreementcedes 100% of excess major medical over 700,000 for short term medical and layer 1. Layer 2was at 1,000,000 where Layers 3 and 4 were at 2,000,000 with an unlimited maximumlifetime benefit.Effective February 9, 2005, the Company entered into an excess loss reinsuranceagreement with New Hampshire Insurance Company where ARIC and WIC were also named onthe agreement. The agreement cedes 100% of catastrophic major medical of the excess over 700,000 with an unlimited maximum lifetime benefit.12

Effective April 1, 2010, the Company entered into an intercompany quota sharereinsurance agreement that cedes 100% of major medical and Medicare supplement products.Effective January 1, 2012, the Company entered into an excess loss reinsuranceagreement to cede excess major medical policies to HCC Life Insurance Company. ARIC andWIC were also named within the agreement. The Company cedes 100% of the excess over 1,000,000 for short term and layer 1. Layer 2 is 1,000,000 with layers 3 and 4 at 2,000,000.There is unlimited maximum lifetime benefit.Effective January 1, 2013, the Company entered into an excess loss reinsuranceagreement with XL Reinsurance America, Inc. where ARIC and WIC were also named on theagreement. The agreement cedes 100% of excess major medical over 1,000,000 for short termmedical and layer 1. Layer 2 was also 1,000,000 where layers 3 and 4 were at 2,000,000 withan unlimited maximum lifetime benefit.GeneralThe contract was reviewed and contained standard insolvency, arbitration, errors andomissions, and termination clauses where applicable.13

BODY OF REPORTGROWTHThe following comparative data reflects the growth of the Company during the periodcovered by this examination:2011Bonds 22,597,787Admitted assets24,107,887Other amounts payablereinsurance ceded227,992Total liabilities876,802Capital and surplus23,231,085Premiums earned0Net investment income1,085,084Net income541,6082012201320142015 22,476,97624,645,546 24,121,18725,280,349 24,061,48527,457,900 714,797,70221,213,8900730,448362,782FINANCIAL STATEMENTSThe following financial statements are based on the statutory financial statements filed bythe Company with the State of Nebraska Department of Insurance and present the financialcondition of the Company for the period ending December 31, 2015. The accompanyingcomments on financial statements reflect any examination adjustments to the amounts reportedin the annual statements and should be considered an integral part of the financial statements. Areconciliation of the capital and surplus account for the period under review is also included.14

FINANCIAL STATEMENTDecember 31, 2015AssetsAssetsAssets NotAdmittedNetAdmittedAssetsBondsCash and short-term investments 20,886,4871,010,922 20,886,4871,010,922Subtotal, cash and invested assetsInvestment income due and accruedAmounts recoverable from reinsurersOther amounts receivable under reinsurancecontractsNet deferred tax assetGuaranty funds receivable or on depositOther amounts receivableMiscellaneous deposits 21,897,409179,4975,901,831 21,897,409179,4975,901,831Totals 42,743,5675,251,6812,586,14036,4696,629,389261,151 25 6,731,975 36,011,592Liabilities, Surplus, and Other FundsOther amounts payable on reinsurance-cededInterest maintenance reserveCommissions to agents due or accrued accident and healthGeneral expenses due or accruedTaxes, licenses and fees due or accruedCurrent federal income taxes payableAmounts held for agents’ account credit balancesRemittances and items not allocatedAsset valuation reservePayable to parent, subsidiaries and affiliatesAbandoned property reserve 2,79668,2671,061,3546,897Total liabilities 14,797,702Common capital stockGross paid in and contributed surplusUnassigned funds (surplus)Surplus 5,446,69625,436,438(9,669,244)15,767,194Total capital and surplus 21,213,890Totals 36,011,59215

SUMMARY OF OPERATIONSNet investment incomeAmortization of interest maintenance reserveCommissions and expense allowances on reinsurance cededMiscellaneous income 730,4486,64613,651,327244,511Totals 14,632,933Commissions on premiumsGeneral insurance expensesInsurance taxes, licenses and fees, excluding federal income taxesMiscellaneous loss 9,047,7794,308,915389,4152Totals 13,746,111Net gain from operations before federal income taxesFederal income taxes incurred 886,822524,040Net income 362,782CAPITAL AND SURPLUS ACCOUNTCapital and surplus,beginning20112012201320142015 22,645,986 23,231,085 23,791,803 24,436,130 24,410,189 Net income Change in net deferredincome taxChange in nonadmittedassetsCumulative effect ofchanges in accountingprinciplesChange in AVR541,608Net change for the year 585,099Capital and 7,120)(5,793,247)(13,295)32,134(230)2,462 23,231,085 560,717 23,791,80216 3,987644,327 24,436,13011,718(25,941) (3,196,299) 24,410,189 21,213,890

EXAMINATION CHANGES IN FINANCIAL STATEMENTSUnassigned funds (surplus) in the amount of (6,472,945), as reported in the Company's2015 Annual Statement has been accepted for examination purposes. Examination findings, inthe aggregate, were considered to have no material effect on the Company’s financial condition.COMPLIANCE WITH PREVIOUS RECOMMENDATIONSThe recommendations appearing in the previous report of examination are reflectedbelow together with the remedial actions taken by the Company to comply therewith:Custodial Agreement – It is recommended that the Company revise its custodialagreement to include all provisions related to safeguards and controls of securitiespursuant to Title 210 (Nebraska Department of Insurance Rules and Regulations),Chapter 81.Action: The Company has complied with this recommendation.COMMENTARY ON CURRENT EXAMINATION FINDINGSThere are no recommendations that have been made as a result of this examination.SUBSEQUENT EVENTRE-DOMESTICATION TO IOWAOn August 22, 2016 the Company met with the Nebraska Department of Insurance todiscuss the re-domestication of the Company to Iowa. At that time, the Company’s Board ofDirectors had approved the re-domestication. On August 30, 2016, the Nebraska Department ofInsurance sent a letter to the Iowa Insurance Division stating that, “the Nebraska Department ofInsurance does not have any objection to the re-domestication.” Effective January 1, 2017, theCompany then re-domesticated to Iowa with the approval of the Nebraska and Iowa InsuranceDepartments.SUMMARY OF COMMENTS AND RECOMMENDATIONSThere are no recommendations that have been made as a result of this examination.17

Medico Corp Life Insurance Company. As of December 31, 2015, The Company's current certificate of authority authorizes it to write Life and Sickness and Accident insurance in the State of Nebraska pursuant to Neb. Rev. Stat. Section 44-201. MANAGEMENT AND CONTROL Holding Company.

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