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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Fiscal Year Ended December 31, 1999 Commission File Number 0-11773
- --------------------------------------- -------
ALFA CORPORATION
----------------
(Exact name of registrant as specified in its charter)
Delaware 63-0838024
- ------------------------------- -------------------
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
2108 East South Boulevard
P.O. Box 11000, Montgomery, Alabama 36191-0001
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip-Code)
Registrant's Telephone Number including Area Code (334) 288-3900
--------------
Securities registered pursuant to Section 12 (b) of the Act:
None
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Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, par value $1.00 per share
---------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
------- -------
The aggregate market value of the voting stock held by nonaffiliates of the
Registrant as of February 29, 2000, was $316,161,459.
Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the close of the period covered by this report.
Class Outstanding December 31, 1999
- ------------------- -----------------------------
Common Stock, $1.00 par value 39,542,294 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's annual report to security holders for the fiscal year
ended December 31, 1999, and proxy statement for the annual meeting of
stockholders to be held April 27, 2000, are incorporated by reference into Part
II and Part III.
Part I
- ------
Item 1.
Alfa Corporation is a financial services holding company which operates
predominantly in the insurance industry through its wholly-owned subsidiaries
Alfa Life Insurance Corporation (Life), Alfa Insurance Corporation (AIC), Alfa
General Insurance Corporation (AGIC) and Alfa Agency Mississippi, Inc. Other
wholly-owned noninsurance subsidiaries include Alfa Financial Corporation
(Financial), Alfa Investment Corporation, Alfa Builders, Inc. (Builders), Alfa
Realty, Inc. (Realty) and Alfa Benefits Corporation (ABC), which are engaged in
consumer financing, leasing, real estate investments, residential and commercial
construction, real estate sales and benefit services for the Alfa Group.
Alfa Corporation is affiliated with the Alfa Mutual Insurance Companies
(the Mutual Group), which collectively own 50.9% of Alfa Corporation's common
stock, their largest single investment. Alfa Corporation and its subsidiaries
(the Company) together with the Mutual Group comprise the Alfa Group (Alfa). The
Company's common stock is traded on the NASDAQ Stock Market's National Market
under the symbol ALFA.
Alfa Corporation's insurance subsidiaries write life insurance in Alabama,
Georgia and Mississippi and property and casualty insurance in Georgia and
Mississippi. Its property and casualty business is pooled with that of the Alfa
Mutual Insurance Companies which write property and casualty business in
Alabama. Approximately 83.2% of the Company's property and casualty premium
income and 73.3% of its total premium income for 1999 was derived from the
Company's participation with the Mutual Group in a Pooling Agreement. Effective
August 1, 1987, the Company property and casualty subsidiaries entered into a
property and casualty insurance Pooling Agreement (the "Pooling Agreement") with
Alfa Mutual Insurance Company (Mutual), and other members of the Mutual Group.
The Mutual Group is a direct writer primarily of personal lines of property and
casualty insurance in Alabama. The Company's subsidiaries similarly are direct
writers in Georgia and Mississippi. Both the Mutual Group and the Company write
preferred risk automobile, homeowner, farmowner and mobile home insurance, fire
and allied lines, standard risk automobile and homeowner insurance, and a
limited amount of commercial insurance, including church, and businessowner
insurance. Under the terms of the Pooling Agreement, the Company cedes to Mutual
all of its property and casualty business. Substantially all of the Mutual
Group's direct property and casualty business (together with the property and
casualty business ceded by the Company) is included in the pool. Mutual
currently retrocedes 65% of the pool to the Company and retains 35% within the
Mutual Group. On October 1, 1996, the Pooling Agreement was amended in
conjunction with the restructuring of the Alfa Insurance Group's catastrophe
protection program. Effective November 1, 1996, the allocation of catastrophe
costs among the members of the pool was changed to better reflect the economics
of catastrophe finance. The amendment limited Alfa Corporation's participation
in any single catastrophic event or series of disasters to its pool share (65%)
of $10 million unless the loss exceeds $249 million on a 100% basis in which
case the Company's share in the loss would be based upon its amount of surplus
relative to the other members of the group. Currently, the Company's share of
losses exceeding $249 million would be 13%. Effective July 1, 1999, due to
increases in insured property risks, an amendment was made increasing Alfa
Corporation's participation limits from its pool share of the $10 million level
to $11 million.
The Boards of Directors of the Mutual Group and of the Company's
property and casualty insurance subsidiaries have established the pool
participation percentages and must approve any changes in such participation.
The Alabama Insurance Department reviewed the Pooling Agreement and the
Department determined that the implementation of the Pooling Agreement did not
require the Department's approval.
I-1
A committee consisting of two members of the Boards of Directors of the
Mutual Group, two members of the Board of Directors of the Company and Jerry A.
Newby, as chairman of each such Board, has been established to review and
approve any changes in the Pooling Agreement. The committee is responsible for
matters involving actual or potential conflicts of interest between the Company
and the Mutual Group and for attempting to ensure that, in operation, the
Pooling Agreement is equitable to all parties. Conflicts in geographic markets
are currently minimal because the Mutual Group writes property and casualty
insurance only in Alabama and at present all of such insurance written by the
Company is outside of Alabama. The Pooling Agreement is intended to reduce
conflicts which could arise in the selection of risks to be insured by the
participants by making the results of each participant's operations dependent on
the results of all of the Pooled Business. Accordingly, the participants should
have substantially identical underwriting ratios for the Pooled Business
excluding catastrophes as long as the Pooling Agreement remains in effect. See
"Property and Casualty Business" section regarding impact of catastrophes.
The participation of the Company in the Pooling Agreement may be changed or
terminated without the consent or approval of the shareholders, and the Pooling
Agreement may be terminated by any party thereto upon 90 days notice. Any such
termination, or a change in the Company's allocated share of the Pooled
Business, inclusion of riskier business or certain types of reinsurance assumed
in the pool, or other changes to the Pooling Agreement, could have a material
adverse impact on the Company's earnings. Participants' respective abilities to
share in the Pooled Business are subject to regulatory capital requirements.
I-2
The Company reports operating segments based on the Company's legal
entities, which are organized by line of business, with property and casualty
insurance as one segment, life insurance as one segment, non-insurance
businesses composed of consumer financing, leasing, residential and commercial
construction and real estate sales as one segment, and corporate operations as
one segment. All investing activities are allocated to the segments based on the
actual assets, investments and cash flows of each segment.
Segment profit or loss for the property and casualty operating segment is
measured by underwriting profits and losses as well as by total net profit.
Segment profit or loss for the life insurance segment, the noninsurance segment
and the corporate segment is measured by total net profit. Segment expenses are
borne by the segment which directly incurred such expense or are allocated based
on the Management and Operating Agreement discussed in Note 3 of the Company's
annual report to security holders for the year ended December 31, 1999 as
included in Exhibit 13. Presented below is summarized financial information for
the Company's four business segments as of and for the years ended December 31,
1999, 1998 and 1997:
Years Ended December 31,
------------------------------------------
1999 1998 1997
------------ ------------ ------------
(in thousands, except share and per share data)
Premiums and other revenues
Property and casualty
insurance ..................... $ 388,495 $ 374,416 $ 356,834
Life insurance ................. 88,883 82,859 73,224
Noninsurance operations ........ 7,917 6,012 6,362
Corporate ...................... (2,752) (1,804) (1,819)
--------- --------- ---------
Premiums and revenues
before eliminations ........... $ 482,543 $ 461,483 $ 434,601
Eliminations ................... (282) (497) (591)
--------- --------- ---------
Total premiums and
other revenues ............... $ 482,261 $ 460,986 $ 434,010
========= ========= =========
Net income
Insurance operations
Property and casualty
insurance ................ $ 49,492 $ 41,581 $ 36,571
Life insurance .............. 11,597 15,645 14,580
--------- --------- ---------
Total income ................... $ 61,089 $ 57,226 $ 51,151
Noninsurance operations ........ 3,092 2,192 2,628
Net realized
investment gains ............ 3,289 2,858 2,182
Corporate expenses ............. (2,913) (5,560) (3,167)
--------- --------- ---------
Net income .................. $ 64,557 $ 56,716 $ 52,794
========= ========= =========
Net income per share
Basic ..................... $ 1.61 $ 1.39 $ 1.29
========= ========= =========
Diluted ................... $ 1.60 $ 1.38 $ 1.29
========= ========= ==========
Weighted average shares
outstanding-Basic ........... 39,980,880 40,834,232 40,787,047
========= ========= ==========
-Diluted ................ 40,235,690 41,148,258 40,930,894
========= ========= ==========
I-3
Property and Casualty Business:
- -------------------------------
The Alfa Insurance Group's primary business is personal lines property and
casualty insurance, which accounts for over 75% of total premiums and over 70%
of total revenues. Automobile and homeowners insurance account for approximately
85% of property and casualty premiums. In Alabama, the Alfa Insurance Group
enjoys a 20% share of the personal automobile and homeowners markets, second
only to State Farm. The Company is a direct writer and distributes its products
utilizing the employee/agent sales force of Mutual.
The following table shows the Company's premium distribution by product in
property and casualty insurance for 1999:
Automobile 64.9%
Homeowner 19.4%
Farmowner 5.5%
Commercial 4.8%
Manufactured Home 3.3%
Other 2.1%
------
100.0%
======
The following table sets forth the components of property and casualty
insurance earned premiums, net underwriting income (loss), GAAP basis loss,
expense and combined ratios, underwriting margin, net investment income and
operating income for the years ended December 31, 1999, 1998 and 1997:
Years Ended December 31,
------------------------------------------
1999 1998 1997
------------ ------------ ------------
(in thousands)
Earned premiums
Personal lines ................ $ 341,248 $ 330,511 $ 315,650
Commercial lines .............. 13,044 12,354 11,772
Pools, associations
and fees ..................... 3,908 4,036 4,014
Reinsurance ceded ............. (1,230) (1,161) (1,130)
--------- --------- ---------
Total ....................... $ 356,970 $ 345,740 $ 330,306
========= ========= =========
Net underwriting income ........ $ 41,040 $ 33,183 $ 28,061
========= ========= =========
Loss ratio ..................... 60.2% 62.8% 65.0%
LAE ratio ...................... 4.8% 5.0% 5.0%
Expense ratio .................. 23.5% 22.6% 21.5%
--------- --------- ---------
GAAP basis combined ratio ...... 88.5% 90.4% 91.5%
========= ========= =========
Underwriting margin ............ 11.5% 9.6% 8.5%
========= ========= =========
Net investment income .......... $ 27,601 $ 25,992 $ 23,935
========= ========= =========
Operating income before tax .... $ 70,064 $ 59,156 $ 51,955
========= ========= =========
Operating income, net of tax ... $ 49,492 $ 41,581 $ 36,571
========= ========= =========
The Company's strategy in property and casualty business has been to
operate primarily in its niche, personal lines insurance, and to strive to be
the low-cost producer, thereby attracting and underwriting to achieve a
preferred, profitable book of business. The Company's objective is to operate
with an underwriting profit. Historically, this objective has been met except
for five years, which were primarily impacted by catastrophic
I-4
weather. In the wake of Hurricanes Opal and Erin, Alfa initiated intense studies
of its catastrophe management strategy. Effective November 1, 1996, Alfa
restructured the catastrophe program and amended the intercompany pooling
agreement to allocate catastrophe losses among the members of the pool in a
fashion that more equitably reflects the realities of catastrophe finance. As a
result, Alfa Corporation's share of the Alfa Group's storm-related losses has
been substantially reduced, thus providing much greater earnings stability and
growth potential. The lower exposure also means a substantial reduction in
reinsurance costs. No catastrophe losses were incurred in either 1999 or 1997.
Alfa Group pooled catastrophe losses for 1998 totaled $45 million. The Company's
share of such losses totaled $6.5 million.
The Company's business is concentrated geographically in Alabama, Georgia
and Mississippi. Accordingly, unusually severe storms or other disasters in
these contiguous states might have a more significant effect on the Company than
on a more geographically diversified insurance company. Unusually severe storms,
other natural disasters and other events could have an adverse impact on the
Company's financial condition and operating results. However, the Company
believes that its current catastrophe protection program, which began November
1, 1996, will reduce the earnings volatility caused by such catastrophe
exposures.
Life Insurance:
- --------------
Life directly writes individual life insurance policies consisting
primarily of ordinary whole life, term life, interest sensitive whole life and
universal life products in Alabama, Georgia and Mississippi and distributes
these products utilizing the same employee/agent sales force used in the
property and casualty business. In the highly fragmented life insurance market
in Alabama, Alfa ranks second in market share.
Life offers several different types of whole life and term insurance
products. As of December 31, 1999, Life had in excess of $12.0 billion of life
insurance in force. As of December 31, for each year indicated the Company had
insurance in force as follows:
1999 1998 1997
----------- ----------- -----------
(in thousands)
Ordinary life ............ $11,970,328 $10,955,347 $10,201,001
Credit life .............. $ 6,853 $ 6,990 $ 8,296
Group life ............... $ 38,354 $ 37,712 $ 37,103
I-5
The following table sets forth life insurance premiums and policy charges,
by type of policy, net investment income, benefits and expenses and life
insurance operating income for the years ended December 31, 1999, 1998 and 1997:
Years Ended December 31,
------------------------------
1999 1998 1997
-------- -------- --------
(in thousands)
Premiums and policy charges
Universal life policy charges ............... $ 13,607 $ 12,381 $ 11,296
Universal life policy charges- COLI ......... 2,234 2,133 1,858
Interest sensitive life policy charges ...... 9,518 9,727 9,306
Traditional life insurance premiums ......... 22,678 21,494 19,958
Group life insurance premiums ............... 323 364 (1,759)
-------- -------- --------
Total ..................................... $ 48,360 $ 46,099 $ 40,659
======== ======== ========
Net investment income ........................ $ 37,873 $ 34,890 $ 31,646
======== ======== ========
Benefits and expenses ........................ $ 64,286 $ 52,980 $ 45,041
======== ======== ========
Operating income before tax .................. $ 15,200 $ 21,988 $ 20,750
======== ======== ========
Operating income, net of tax ................. $ 11,597 $ 15,645 $ 14,580
======== ======== ========
A discussion of the Company's operating results shown above is included on
page 5 of Exhibit 13 representing page 14 of the Company's annual report to
security holders for the year ended December 31, 1999.
Life generally reinsures all life insurance risks in excess of $350,000 on
any one life for the purpose of limiting the liability of Life with respect to
any one risk and providing greater diversification of its exposure. When Life
reinsures a portion of its risk it must cede the premium income to the reinsurer
who reinsures the risk, thereby decreasing the income of Life.
Life performs various underwriting procedures and blood testing for AIDS
and other diseases before issuance of insurance.
Investments:
- ------------
The Company's income is directly affected by its investment income or loss
from its investment portfolio. The capital and reserves of the Company are
invested in assets comprising its investment portfolio. The insurance laws
prescribe the nature and quality of investments that may be made, and included
in its investment portfolio. Such investments include qualified state, municipal
and federal obligations, high quality corporate bonds and stocks, mortgage
backed securities, mortgages and certain other assets.
The Company's investment philosophy is long-term and value oriented with
focus on total return for both yield and growth potential. During the past ten
years, invested assets have grown from $410.3 million to over $1.1 billion at
the end of 1999, a compound annual growth rate of 10.9%. During that same period
investment income has more than doubled, growing from $30.0 million to over
$67.8 million. At year-end, the value of unrealized gains in Alfa's portfolio
was $20.4 million, net of tax. The portfolio was invested 70.5% in fixed income
securities, 9.8% in equities, 4.6% in short-term marketable securities, and
15.1% in other investments, which include consumer loans, leases and
partnerships and less than 0.1% in real estate and mortgage loans.
I-6
The rating of the Company's portfolio of fixed maturities using the
Standard & Poor's rating categories is as follows at December 31, 1999 and 1998:
December 31,
----------------
1999 1998
------- -------
AAA to A- ...................................... 89.8% 89.2
BBB+ to BBB- ................................... 9.2% 9.8
BB+ and below (below investment grade) ......... 1.0% 1.0
----- -----
100.0% 100.0%
===== =====
For more information about the Company's investments, see the investment
section of Management's Discussion and Analysis of Financial Condition and
Results of Operations on pages 15 through 18 of the Company's annual report to
security holders for the fiscal year ended December 31, 1999, which is
incorporated herein by reference in Item 7.
Reserves
- ---------
The Company's property and casualty insurance subsidiaries are required to
maintain reserves to cover their estimated ultimate liability for losses and
loss adjustment expenses with respect to reported and unreported claims
incurred. The Company's life insurance subsidiary is required to maintain
reserves for future policy benefits. To the extent that reserves prove to be
inadequate in the future, the Company would have to increase such reserves and
incur a charge to earnings in the period such reserves are increased which could
have a material adverse effect on the Company's results of operations and
financial condition. The establishment of appropriate reserves is an inherently
uncertain process and there can be no assurance that ultimate losses will not
materially exceed the Company's loss reserves. Reserves are estimates involving
actuarial and statistical projections at a given time of what the Company
expects to be the cost of the ultimate settlement and administration of claims
based on facts and circumstances then known, estimates of future trends in
claims severity and other variable factors.
Property and Casualty Reserves: With respect to reported claims, reserves
are established on a case-by-case basis. The reserve amounts on each reported
claim are determined by taking into account the circumstances surrounding each
claim and policy provision relating to the type of loss. Loss reserves are
reviewed on a regular basis, and as new data becomes available, appropriate
adjustments are made to reserves.
For incurred but not reported ("IBNR") losses, a variety of methods have
been developed in the insurance industry for determining estimates of loss
reserves. One common method of actuarial evaluation, which is used by the
Company, is the loss development method. This method uses the pattern by which
losses have been reported over time and assumes that each accident year's
experience will develop in the same pattern as the historical loss development.
Reserves are computed by the Company based upon actuarial principles and
procedures applicable to the lines of business written by the Company. These
reserve calculations are reviewed regularly by management and as required by
state law, the Company periodically engages an independent actuary to render an
opinion as to the adequacy of statutory reserves established by management,
whose opinions are filed with the various jurisdictions in which the Company is
licensed. Based upon practice and procedures employed by the Company, without
regard to independent actuarial opinions, management believes that the Company's
reserves are adequate.
I-7
Life Reserves: The life insurance policy reserves reflected in the
Company's financial statements as future policy benefits are calculated based on
generally accepted accounting principles. These reserves, with the addition of
premiums to be received and the interest thereon compounded annually at assumed
rates, must be sufficient to cover policy and contract obligations as they
mature. Generally, the mortality and persistency assumptions used in the
calculation of reserves are based on company experience. A list of the
assumptions used in the calculation of Life's reserves are reported in the
financial statements (See Note 6 - Future Policy Benefits, Losses and Loss
Adjustment Expenses in the Notes to Consolidated Financial Statements on page 33
of the Company's annual report to security holders for the year ended
December 31, 1999, incorporated herein by reference).
Activity in the liability for unpaid losses and loss adjustment expenses,
prepared in accordance with generally accepted accounting principles, is
summarized as follows:
1999 1998 1997
--------------------------- --------------------------- ---------------------------
Property and Property and Property and
Casualty Life Casualty Life Casualty Life
------------- ------------ ------------- ------------ ------------- ------------
Balance at January 1, $138,030,306 $ 2,812,704 $132,086,208 $ 2,243,041 $117,672,492 $ 3,095,914
Less reinsurance
recoverables
on unpaid losses (759,568) (353,195) (960,376) (123,474) (745,156) (801,496)
------------ ----------- ------------ ----------- ------------ -----------
Net balance at
January 1, 137,270,738 2,459,509 131,125,832 2,119,567 116,927,336 2,294,418
------------ ----------- ------------ ----------- ------------ -----------
Incurred related to:
Current year 249,992,384 14,512,337 253,369,653 15,160,885 240,327,428 11,600,573
Prior years (17,849,537) (298,357) (18,725,403) (17,517) (8,928,409) ( 7,995)
------------ ----------- ------------ ----------- ------------ -----------
Total incurred 232,142,847 14,213,980 234,644,250 15,143,368 231,399,019 11,592,578
------------ ----------- ------------ ----------- ------------ -----------
Paid related to:
Current year 169,943,000 12,957,553 175,544,000 14,010,044 164,640,000 10,605,018
Prior years 58,150,889 720,526 52,955,344 793,382 52,560,523 1,162,411
------------ ----------- ------------ ----------- ------------ -----------
Total paid 228,093,889 13,678,079 228,499,344 14,803,426 217,200,523 11,767,429
------------ ----------- ------------ ----------- ------------ -----------
Net balance at
December 31, 141,319,696 2,995,410 137,270,738 2,459,509 131,125,832 2,119,567
Plus reinsurance
recoverables
on unpaid losses 1,828,994 295,000 759,568 353,195 960,376 123,474
------------ ----------- ------------ ----------- ------------ -----------
Balance at
December 31, $143,148,690 $ 3,290,410 $138,030,306 $ 2,812,704 $132,086,208 $ 2,243,041
============ =========== ============ =========== ============ ===========
The liability for estimated unpaid losses and loss adjustment expenses is
based on a detail evaluation of reported losses and of estimates of incurred but
not reported losses. Adjustments to the liability based on subsequent
developments are included in current operations. Because the Company is
primarily an insurer of private passenger motor vehicles and of single family
homes, it has limited exposure for environmental, product and general liability
claims. The Company does not believe that any such claims will have a material
impact on the Company's liquidity, results of operations, cash flows or
financial condition.
I-8
Other Business
- --------------
The Company operates six other subsidiaries which are not considered to be
significant by SEC Regulations for purposes of separate disclosure. These
subsidiaries are Alfa Financial Corporation (Financial), a lending institution,
Alfa Investment Corporation, a real estate investment business and its wholly
owned subsidiary, Alfa Builders, Inc., a construction company, Alfa Realty,
Inc., a real estate sales agency, Alfa Agency Mississippi, Inc, and Alfa
Benefits Corporation, a provider of benefit services for the Alfa Group.
Financial is a lending institution engaged principally in making consumer
loans. These loans are available through substantially all agency offices of the
Company. These loans are collateralized by automobiles and other property. At
December 31, 1999, the delinquency ratio on the loan portfolio was 1.76%, or
$1.0 million. Loans charged off in 1999 totaled $465,535 or 0.9% of the average
outstanding loan portfolio. At December 31, 1999, the Company maintained an
allowance for loan losses of $637,965 or approximately 1.2% of the outstanding
loan balance.
Alfa Investment Corporation is a Florida corporation engaged in the real
estate investment business. Alfa Builders, Inc. is engaged in the construction
business in Alabama and is also engaged in real estate investments.
Alfa Realty, Inc., is engaged in the business of listing and selling real
estate in the Montgomery, Autauga and Elmore County, Alabama, areas.
Alfa Agency Mississippi Inc. places substandard insurance risks with third
party insurers for a commission.
Alfa Benefits Corporation serves as a recordkeeper by handling employee
benefits for the Alfa Group.
Relationship with Mutual Group.
- ------------------------------
The Company's business and operations are substantially integrated with and
dependent upon the management, personnel and facilities of Mutual. Under a
Management and Operating Agreement with Mutual all management personnel are
provided by Mutual and the Company reimburses Mutual for field office expenses
and operations services rendered by Mutual in the areas of advertising, sales
administration, underwriting, legal, sales, claims, management, accounting,
securities and investment, and other services rendered by Mutual to the Company.
Mutual periodically conducts time usage and related expense allocation
studies. Mutual charges the Company for its allocable and directly attributable
salaries and other expenses, including office facilities in Montgomery, Alabama.
The Board of Directors of the Company consisted at year end of eleven
members, six of whom serve on the Executive Committee of the Boards of the
Mutual Group and two of whom are Executive Officers of the Company.
Mutual owns 16,144,638 shares, or 40.83%, and Alfa Mutual Fire Insurance
Company owns 3,972,986 shares, or 10.05%, of the Company's Outstanding Common
Stock.
I-9
Competition
- -----------
Both the life and property and casualty insurance businesses are highly
competitive. There are numerous insurance companies in the Company's area of
operation and throughout the United States. Many of the companies which are in
direct competition with the Company have been in business for a much longer
period of time, have a larger volume of business, offer a more diversified line
of insurance coverage, and have greater financial resources than the Company. In
its life and property and casualty insurance businesses, the Company competes
with other insurers in the sale of insurance products to consumers and the
recruitment and retention of qualified agents. The Company believes that the
main competitive factors in its business are price, name recognition and
service. The Company believes that it competes effectively in these areas in
Alabama. In Georgia and Mississippi, however, the Company's name is not as well
recognized, but such recognition is improving.
Financial Ratings:
- ------------------
The Company's property and casualty subsidiaries have the highest A.M. Best
rating of A++ and life has an A+ rating. The Company's commercial paper program
is rated A-1+ by Standard and Poor's and P-1 by Moody's, both the highest
ratings for commercial paper.
Regulation:
- -----------
The Mutual Group and the Company's insurance subsidiaries are subject to the
Alabama Insurance Holding Company Systems Regulatory Act and are subject to
reporting to the Alabama Insurance Department and to periodic examination of
their transactions and regulation under the Act with Mutual being considered the
controlling party.
Additionally, the Company's insurance subsidiaries are subject to licensing
and supervision by the governmental agencies in the jurisdictions in which they
do business. The nature and extent of such regulation varies, but generally has
its source in State Statutes which delegate regulatory, supervisory and
administrative powers to State Insurance Commissioners. Such regulation,
supervision and administration relate, among other things, to standards of
solvency which must be met and maintained, licensing of the companies, periodic
examination of the affairs and financial condition of the Company, annual and
other reports required to be filed on the financial condition and operation of
the Company. Rates of property and casualty insurance are subject to regulation
and approval of regulatory authorities. Life insurance rates are generally not
subject to prior regulatory approval.
Restrictions on Dividends to Stockholders: The Company's insurance
subsidiaries are subject to various state statutory and regulatory restrictions,
generally applicable to each insurance company in its state of incorporation,
which limit the amount of dividends or distributions by an insurance company to
its stockholders. The restrictions are generally based on certain levels of
surplus, investment income and operating income, as determined under statutory
accounting practices. Alabama law permits dividends in any year which, together
with other dividends or distributions made within the preceding 12 months that
do not exceed the greater of (i) 10% of statutory surplus as of the end of the
preceding year or (ii) for property and casualty companies - the net income for
the preceding year, or for life companies - the net gain from operations. Larger
dividends are payable only after receipt of prior regulatory approval. Future
dividends from the Company's subsidiaries may be limited by business and
regulatory considerations. However, based upon restrictions presently in effect,
the maximum amount available for payment of dividends to the Company by its
insurance subsidiaries in 2000 without prior approval of regulatory authorities
is approximately $62.0 million based on December 31, 1999 financial condition
and results of operations.
I-10
Risk-Based Capital Requirements: The NAIC adopted risk-based capital
requirements that require insurance companies to calculate and report
information under a risk-based formula which attempts to measure statutory
capital and surplus needs based on the risks in a company's mix of products and
investment portfolio. The formula is designed to allow state insurance
regulators to identify potential weakly capitalized companies. Under the
formula, a company determines "risk-based capital" ("RBC") by taking into
account certain risks related to the insurer's assets (including risks related
to its investment portfolio and ceded reinsurance) and the insurer's liabilities
(including underwriting risks related to the nature and experience of its
insurance business). Risk-based capital rules provide for different levels of
regulatory attention depending on the ratio of a company's total adjusted
capital to its "authorized control level" ("ACL") RBC. Based on calculations
made by the Company, the risk-based capital levels for each of the Company's
insurance subsidiaries significantly exceed that which would require regulatory
attention.
Year 2000:
- ----------
To resolve any year 2000 issues, the Company identified all of its mission
critical systems, which are accounting, agent compensation, claims, investment
management, life policy administration, loan processing, payment processing,
payroll processing, field and home office personal computers and any related
programs, postal software, and property/casualty policy administration. Over the
last six years, each of these mission critical systems underwent intensive
analysis, including research, remediation and programming, and system testing.
All phases were completed prior to the close of 1999. The Company also addressed
year 2000 issues related to material relationships with third party vendors and
suppliers and obtained assurances that such issues were addressed.
Due to the length of the process, the number of employees and resources
devoted to the efforts and the time spent, it is not practicable to know the
exact amount of costs attributable to the year 2000 issue. However, the Company
estimates that it spent approximately $3.1 million during the course of the last
six years and approximately $1.3 million in 1999. These costs were expensed as
incurred throughout the process and absorbed into the Company's operations with
no significant adverse impact on its financial condition or operating results.
Thus far, in 2000, the Company has experienced no interruption in its
ability to process its business and pay its claims on a timely basis and
believes all its mission critical systems are year 2000 compliant. The Company
developed a contingency plan to allow it to conduct its business should either
limited or extensive adverse conditions have occurred from year 2000 issues and
will continue to be able to utilize such a plan should any unforeseen
circumstances arise. The resources utilized to address year 2000 issues caused
some normal operational enhancements and systems development to be deferred or
delayed. However, any systems maintenance or statutory required updates were
performed on a timely basis.
I-11
Personnel:
- ---------
The Company has no management or operational employees. The Company and its
subsidiaries have a Management and Operating Agreement with Mutual whereby it
reimburses Mutual for salaries and expenses of employees provided to the Company
under the Agreement. Involved are employees in the areas of Life Underwriting,
Life Processing, Accounting, Sales, Administration, Legal, Files, Data
Processing, Programming, Research, Policy Issuing, Claims, Investments, and
Management. At December 31, 1999, the Company was represented by 477 agents in
Alabama who are employees of Mutual. The Company's property and casualty
subsidiaries had 123 independent exclusive agents in Georgia and Mississippi at
December 31, 1999.
Item 2. Properties.
----------
(a) Physical Properties of the Company and Its Subsidiaries. The Company
--------------------------------------------------------
leases it home office facilities in Montgomery, Alabama, from Mutual.
The Company and its subsidiaries own several investment properties, none of
which are material.
I-12
Item 3. Legal Proceedings.
-----------------
Certain legal proceedings are in process at December 31, 1999. Costs for
these and similar legal proceedings, including accruals for outstanding cases,
totaled $6.5 million in 1999, $5.2 million 1998, and $3.6 million in 1997. These
proceedings involve alleged breaches of contract, torts, including bad faith and
fraud claims, and miscellaneous other causes of action. These lawsuits involve
claims for mental anguish and punitive damages. Approximately 24 legal
proceedings against Alfa Life Insurance Corporation are in process at December
31, 1999. Of the 24 proceedings, 15 were filed in 1999, two were filed in 1998,
six were filed in 1997, and one was filed in 1996. Two of the legal proceedings
were filed as purported class action lawsuits, but, at present, no class has
been certified. In 1999, Life was able to eliminate 60 cases filed by two
plaintiff's law firms, either through dismissal or settlement. Included in those
60 cases are two proceedings in which the jury awarded the plaintiffs
compensatory and punitive damages against Life. Both verdicts were on appeal to
the Alabama Supreme Court when they were settled. One purported class action
lawsuit has been filed against Alfa Financial Corporation, and one purported
class action lawsuit has been filed against Alfa Builders and Alfa Mutual Fire
Insurance Company. Additionally, five purported class action lawsuits have been
filed against the property and casualty mutual companies involving a number of
issues and allegations, which could affect Alfa Corporation because of a pooling
agreement between the companies. No class has been certified in any of these
purported class action cases. It should be noted that in Alabama, where the
Company has substantial business, the likelihood of a judgement in any given
suit, including a large mental anguish and/or punitive damage award by a jury,
bearing little or no relation to actual damages, continues to exist, creating
the potential for unpredictable material adverse financial results.
Item 4. Submission of Matters to Vote of Security Holders. Not applicable.
-------------------------------------------------
I-13
Executive Officers of the Company:
- ---------------------------------
Pursuant to General Instruction G(3) of Form 10-K, the following is
included as an unnumbered item in part I of this report in lieu of being
included in the proxy statement for the annual meeting of stockholders to be
held April 27, 2000.
The following is a list of names and ages of all of the executive officers
of the Company indicating all positions and offices with the Company held by
such person and each such person's principal occupation or employment during the
past five years. No person other than those listed below has been chosen to
become an executive officer of the Company.
Name Age Position Since
- ---- --- -------- -----
Jerry A. Newby 52 Director; Chairman of the Board and President, since 1998; 1986
President of its Subsidiaries and associated
companies; President Alabama Farmers Federation,
and farmer.
C. Lee Ellis 48 Executive Vice President, Operations and Treasurer of 1983
Alfa Corporation and its subsidiaries since 1999
Prior to 1999, Executive Vice President, Investments.
Al Dees 53 Executive Vice President, Marketing 1993
Donald Price 48 Senior Vice President, Finance and 1984
Chief Financial Officer.
Marcia Martin 62 Senior Vice President, Human Resources 1976
Al Scott 44 Senior Vice President, Secretary and General Counsel 1997
Prior to 1997, Assistant General Counsel
John Holley 44 Vice President, Finance, Director Financial Relations 1986
Chief Accounting Officer.
Terry McCollum 63 Senior Vice President, Claims 1979
I-14
Bill Harper, Jr. 55 Senior Vice President, Life Operations of Alfa Life 1986
Insurance Corporation, Vice President of Alfa
Financial Corporation since 1978.
Wyman Cabaniss 48 Senior Vice President, Underwriting 1998
Prior to 1998, Vice President, Underwriting
Stephen G. Rutledge 41 Senior Vice President, Investments since 1999. 1984
Prior to that time, Vice President, Investments
Cheryl Price 46 Vice President, Finance, Alfa Property and 1991
Casualty Companies.
John Jung 53 Senior Vice President, 1999
Chief Information Officer since October 1999.
From 1997 to October 1999, Senior Vice President
And Chief Information Officer of California Casualty;
prior to that time, Vice President of Chubb Group.
James R. Azar 63 Senior Vice President, Planning 1979
I-15
Part II
-------
Item 5. Market for the Company's Common Stock and Related Security Holder
-----------------------------------------------------------------
Matters.
--------
The "Stockholder Information" section on page 36 of Exhibit 13 representing
the Inside Back Cover of the Company's annual report to security holders for the
fiscal year ended December 31, 1999, is incorporated herein by reference.
Item 6. Selected Financial Data.
------------------------
The "Selected Financial Data" section on pages 1 and 2 of Exhibit 13
representing pages 6 and 7 of the Company's annual report to security holders
for the year ended December 31, 1999, is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operations.
--------------
The "Management's Discussion and Analysis" section on pages 3 through 11 of
Exhibit 13 representing pages 12 through 20 of the Company's annual report to
security holders for the fiscal year ended December 31, 1999, is incorporated
herein by reference.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
-----------------------------------------------------------
The "Quantitative and Qualitative Disclosures about Market Risk" section on
pages 7 through 9 of Exhibit 13 representing pages 16 through 18 of the
Company's annual report to security holders for the fiscal year ended December
31, 1999, is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data.
--------------------------------------------
The Financial Statements on pages 12 through 35 of Exhibit 13 representing
pages 21 through 44 of the Company's annual report to security holders for the
fiscal year ended December 31, 1999, are incorporated herein by reference.
Item 9. Disagreements on Accounting and Financial Disclosure.
----------------------------------------------------
None.
II-1
Part III
--------
Item 10. Directors and Executive Officers of the Company.
-----------------------------------------------
For information with respect to the Executive Officers of the Company see
Executive Officers of the Company at the end of Part I of this Report. For
information with respect to the Directors of the Company, see Election of
Directors on Page 2 of the Proxy statement for the annual meeting of
stockholders to be held April 27, 2000 which is incorporated herein by
reference.
Item 11. Executive Compensation.
----------------------
The information set forth under the caption "Executive Compensation" on
Page 5 of the Proxy Statement for the annual meeting of stockholders to be held
April 27, 2000, except for the report of the Compensation Committee and
Performance Graph, is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
--------------------------------------------------------------
The information appearing on Pages 2 through 4 of the Proxy Statement for
the annual meeting of stockholders to be held April 27, 2000, relating to the
security ownership of certain beneficial owners and management is incorporated
herein by reference.
Item 13. Certain Relationships and Related Transactions.
----------------------------------------------
The information set forth under the caption "Executive Compensation" on
Page 5 of the Proxy Statement for the annual meeting of stockholders to be held
April 27, 2000, is incorporated herein by reference.
III-1
Part IV
-------
Item 14. Exhibits, Financial Statement Schedules, Reports on Form 8-K.
------------------------------------------------------------
(a) The following documents are filed as part of this report:
1. Financial Statements. (incorporated by reference from pages 12 through
--------------------
35 of Exhibit 13 representing pages 21 through 44 of the Company's annual
report to security holders for the year ended December 31, 1999)
Report of Independent Auditors for 1999 and 1998.
Consolidated Balance Sheets as of December 31, 1999 and 1998.
Consolidated Statements of Income for the three years ended
December 31, 1999, 1998 and 1997.
Consolidated Statements of Comprehensive Income for the three years
ended December 31, 1999, 1998 and 1997.
Consolidated Statements of Stockholders' Equity for the three years
ended December 31, 1999, 1998 and 1997.
Consolidated Statements of Cash Flows for the three years ended
December 31, 1999, 1998 and 1997.
Notes to Consolidated Financial Statements.
Selected Quarterly Financial Data.
2. Financial Statement Schedules.
-----------------------------
Included in Part IV of this report Page
----
Report on Financial Statement Schedules of Independent Auditors IV-3
Schedule I - Summary of Investments Other Than Investments
in Related Parties for the year ended December 31,
1999 IV-4
Schedule II - Condensed Financial Information IV-5-7
Schedule III - Supplementary Insurance Information IV-8
Schedule IV - Reinsurance for the years ended December 31, 1999,
1998 and 1997 IV-9
Schedule V - Valuation and Qualifying Accounts IV-10
IV-1
Schedules other than those listed above have been omitted because the
required information is contained in the financial statements and notes thereto,
or because such schedules are not required or applicable.
3. Exhibits.
--------
Exhibit (3) Articles of Incorporation and By-Laws of the
Company are incorporated by reference from the
Company's 10-K for the year ended December 31,
1987.
Exhibit (10(a)) Amendment No. 2 to Management and Operating
Agreement effective January 1, 1992 is
incorporated by reference from the Company's
10-K for the year ended December 31, 1992.
(10(b)) Insurance Pooling Agreement is incorporated by
reference from the Company's 10-K for the year
ended December 31, 1987.
Exhibit (13) The Company's Annual Report to Security Holders
for the fiscal year ended December 31, 1999. Such
report, except for the portions incorporated
herein by reference, is furnished to the
Commission for information only and is not
deemed filed as part of this report.
Exhibit (19) Employee Stock Purchase Plan and 1993 Stock
Incentive Plan are incorporated by reference
from the Company's 10-K for the year ended
December 31, 1993.
Exhibit (23) Consent of Independent Accountants
Exhibit (27) Financial Data Schedule
(b) Reports on Form 8-K.
-------------------
None
IV-2
INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULES
-------------------------------------------------------------
The Board of Directors
Alfa Corporation:
We have audited and reported separately on the financial statements of Alfa
Corporation as of December 31, 1999 and 1998, and for each of the years in the
three-year period ended December 31, 1999. Our report and the financial
statements of Alfa Corporation are incorporated by reference in the Form 10-K.
Our audits were made for the purpose of forming an opinion on the basic
financial statements of Alfa Corporation taken as a whole. The supplementary
information included in financial statement Schedules I through IV is presented
for purposes of additional analysis and is not a required part of the basic
financial statements. Such information has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ KPMG LLP
Birmingham, Alabama
February 3, 2000
IV-3
ALFA CORPORATION AND SUBSIDIARIES
SCHEDULE I - SUMMARY OF INVESTMENTS - OTHER THAN
INVESTMENTS IN RELATED PARTIES
December 31, 1999
Amount At
Cost Or Which Shown
Amortized Market In Balance
Type Of Investment Cost Value Sheet
- ------------------- -------------- -------------- --------------
Fixed maturities:
Bonds:
United States Government
and government agencies $ 32,046,316 $ 33,384,552 $ 33,384,552
States, municipalities and
political subdivisions 229,813,755 221,031,930 221,031,930
Public utilities 15,394,177 14,683,056 14,683,056
All other corporate bonds 247,522,125 233,662,738 233,662,738
Mortgage-backed securities 320,343,939 307,636,414 307,587,678
Redeemable preferred stocks 3,500,000 3,552,500 3,552,500
-------------- -------------- --------------
Total fixed maturities 848,620,312 813,951,190 813,902,454
-------------- -------------- --------------
Equity securities:
Common stocks:
Public utilities 5,045,378 5,940,695 5,940,695
Banks, trusts and insurance
companies 5,032,635 16,913,000 16,913,000
Industrial, miscellaneous and all other 40,125,357 87,513,143 87,513,143
Nonredeemable preferred stocks 2,850,000 2,808,500 2,808,500
-------------- -------------- --------------
Total equity securities 53,053,370 113,175,338 113,175,338
-------------- -------------- --------------
Mortgage loans on real estate 305,079 305,079 305,079
Real estate 2,004,405 2,004,405 2,004,405
Policy loans 42,820,247 42,820,247 42,820,247
Other long-term investments 129,629,607 130,909,734 129,629,607
Short-term investments 53,376,923 53,376,923 53,376,923
-------------- -------------- --------------
Total investments $1,129,809,943 $1,156,542,916 $1,155,214,053
============== ============== ==============
See accompanying independent auditor's report
IV-4
ALFA CORPORATION (PARENT COMPANY)
SCHEDULE II - CONDENSED FINANCIAL INFORMATION
BALANCE SHEETS
December 31, 1999 and 1998
-----------
1999 1998
------------ ------------
ASSETS
Cash $ 139,577 $ 310,617
Short-term investments 37,948 867,393
Investment in subsidiaries 473,225,808 459,187,150
Note receivable from subsidiaries 34,046,539 30,089,539
Accounts receivable and other assets 222,458 162,916
------------ ------------
Total assets $507,672,330 $490,617,615
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Commercial paper $ 90,289,199 $ 57,259,519
Notes payable 4,600,000 4,600,000
Other liabilities 4,114,670 5,135,111
------------ ------------
Total liabilities 99,003,869 66,994,630
------------ ------------
Stockholders' Equity:
Common stock, $1 par value, shares
authorized - 110,000,000;
issued - 41,891,512
outstanding - 1999 - 39,550,294;
1998 - 40,887,911 41,891,512 41,891,512
Capital in excess of par value 22,820,889 22,355,934
Accumulated other comprehensive income 20,407,812 57,577,202
Retained earnings 351,923,507 306,268,833
Treasury stock,
at cost, 1999 - 2,341,218;
1998 - 1,003,601 shares (28,375,259) (4,470,496)
------------ ------------
Total stockholders' equity 408,668,461 423,622,985
------------ ------------
Total liabilities and
stockholders' equity $507,672,330 $490,617,615
============ ============
See accompanying independent auditor's report
IV-5
ALFA CORPORATION (PARENT COMPANY)
SCHEDULE II - CONDENSED FINANCIAL INFORMATION
STATEMENTS OF INCOME
for the years ended December 31, 1999, 1998 and 1997
-------------
1999 1998 1997
----------- ----------- -----------
Revenues:
Dividends from subsidiaries $21,700,542 $20,602,953 $18,956,247
Interest from subsidiaries 1,822,047 2,047,057 2,208,548
Other interest 32,473 53,192 21,777
----------- ----------- -----------
Total revenues 23,555,062 22,703,202 21,186,572
Expenses:
Other expenses 4,666,369 7,608,341 5,310,031
----------- ----------- -----------
Income before equity in
undistributed income
of subsidiaries 18,888,693 15,094,861 15,876,541
Equity in undistributed income
of subsidiaries 45,668,769 41,620,830 36,917,092
----------- ----------- -----------
Net income $64,557,462 $56,715,691 $52,793,633
=========== =========== ===========
See accompanying independent auditor's report
IV-6
ALFA CORPORATION (PARENT COMPANY)
SCHEDULE II - CONDENSED FINANCIAL INFORMATION
STATEMENTS OF CASH FLOWS
for the years ended December 31, 1999, 1998 and 1997
1999 1998 1997
------------- ------------- -------------
Cash flows from operating activities:
Net income $ 64,557,462 $ 56,715,691 $ 52,793,633
------------ ------------ ------------
Adjustments to reconcile net income to net cash
provided by operating activities:
Undistributed earnings of
subsidiaries (45,668,769) (41,620,830) (36,917,092)
Decrease (increase) in other assets
and accounts receivable (59,542) 71,023 (15,885)
Increase (decrease) in other
liabilities (913,261) 2,456,098 (64,890)
------------ ------------ ------------
Total adjustments (46,641,572) (39,093,709) (36,997,867)
------------ ------------ ------------
Net cash provided by operating activities 17,915,890 17,621,982 15,795,766
------------ ------------ ------------
Cash flows from investing activities:
Decrease (increase) in note receivable from subsidiaries (3,957,000) 30,557,000 (14,288,000)
Net decrease (increase) in short-term investments 829,445 1,127,928 (1,621,263)
(Increase) in investment in subsidiaries (5,400,000)
Other (139,279) 212,396 343,449
------------ ------------ ------------
Net cash provided by (used in) investing activities (8,666,834) 31,897,324 (15,565,814)
------------ ------------ ------------
Cash flows from financing activities:
Increase (decrease) in commercial paper 33,029,680 (32,262,210) 15,940,767
Purchase of treasury stock (24,157,205) (419,471)
Proceeds from exercise of stock options 610,217 1,299,329 35,250
Dividends to stockholders (18,902,788) (17,867,671) (16,212,717)
------------ ------------ ------------
Net cash (used in) financing activities (9,420,096) (49,250,023) (236,700)
------------ ------------ ------------
Net increase (decrease) in cash (171,040) 269,283 (6,748)
Cash, beginning of year 310,617 41,334 48,082
------------ ------------ ------------
Cash, end of year $ 139,577 $ 310,617 $ 41,334
============ ============ ============
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 3,624,586 $ 4,082,710 $ 4,132,679
============ ============ ============
Income taxes $ 23,552,000 $ 20,487,000 $ 20,529,974
============ ============ ============
See accompanying independent auditor's report
IV-7
ALFA CORPORATION
SCHEDULE III - SUPPLEMENTAL INSURANCE INFORMATION
for the years ended December 31, 1999, 1998 and 1997
Other
Future Policy Policy
Deferred Benefits, Claims Premiums
Policy Losses, And And
Acquisition Claims And Unearned Benefits Policy
Segment Costs Loss Expenses Premium Payable Charges
- -------- ------------ ------------- ------------- --------- ------------
1999
- -------
Life Insurance $117,549,248 $458,830,168 $ 0 $0 $ 48,359,640
Property &
casualty
insurance 18,557,440 143,148,690 114,802,464 0 356,970,311
Noninsurance
and corporate 0 0 0 0 0
------------ ------------ ------------ -- ------------
Total $136,016,688 $601,978,858 $114,802,464 $0 $405,329,951
============ ============ ============ == ============
1998
- ----
Life Insurance $ 97,616,878 $410,398,102 $ 0 $0 $ 46,098,666
Property &
casualty
insurance 16,524,992 138,030,306 105,464,480 0 345,739,616
Noninsurance
and corporate 0 0 0 0 0
------------ ------------ ------------ -- ------------
Total $114,141,870 $548,428,408 $105,464,480 $0 $391,838,282
============ ============ ============ == ============
1997
- ----
Life Insurance $ 90,130,439 $366,301,110 $ 0 $0 $ 40,659,098
Property &
casualty
insurance 15,725,146 132,086,208 97,669,270 0 330,305,948
Noninsurance
and corporate 0 0 0 0 0
------------ ------------ ------------ -- ------------
Total $105,855,585 $498,387,318 $ 97,669,270 $0 $370,965,046
============ ============ ============ == ============
Benefits Amortization
Claims, Of Deferred
Net Losses And Policy Other
Investment Settlement Acquisition Operating Premiums
Segment Income Expenses Costs Expenses Written
- -------- -------- ------------- ----------- ------------- ------------
1999
- -------
Life Insurance $37,873,099 $ 51,143,122 $ 6,747,130 $ 9,949,006 $ 0
Property &
casualty
insurance 27,600,849 232,122,875 53,455,392 30,443,472 363,585,872
Noninsurance
and corporate 2,333,082 (1,550,000) 0 4,679,431 0
----------- ------------ ----------- ----------- ------------
Total $67,807,030 $281,715,997 $60,202,522 $45,071,909 $363,585,872
=========== ============ =========== =========== ============
1998
- ----
Life Insurance $34,890,182 $ 40,629,378 $ 6,021,001 $ 9,114,135 $ 0
Property &
casualty
insurance 25,992,335 234,971,258 51,800,042 25,960,651 350,684,046
Noninsurance
and corporate 1,629,141 2,300,000 0 3,688,097 0
----------- ------------ ----------- ----------- ------------
Total $62,511,658 $277,900,636 $57,821,043 $38,762,883 $350,684,046
=========== ============ =========== =========== ============
1997
- ----
Life Insurance $31,646,118 $ 33,407,772 $ 6,514,175 $ 7,209,933 $ 0
Property &
casualty
insurance 23,935,303 232,670,184 49,483,552 21,544,277 332,192,026
Noninsurance
and corporate 1,947,248 0 0 3,215,022 0
----------- ------------ ----------- ----------- ------------
Total $57,528,669 $266,077,956 $55,997,727 $31,969,232 $332,192,026
=========== ============ =========== =========== ============
See accompanying independent auditor's report
IV-8
ALFA CORPORATION AND SUBSIDIARIES
SCHEDULE IV - REINSURANCE
for years ended December 31, 1999, 1998 and 1997
Percentage of
Ceded to Amount Assumed from Assumed From
Gross Amount Other Companies Other Companies Net Amount to Net
--------------- --------------- -------------------- ------------------- --------------
1999
- ----
Life insurance in force $13,384,835,865 $1,369,300,363 $ 0 $12,015,535,502 0%
=============== ============== ============ =============== ===
Premiums and policy
charges:
Life insurance $ 51,942,189 $ 3,657,594 $ 0 48,284,595 0%
Accident and health
insurance 75,045 0 0 75,045 0%
Property and liability
insurance 60,196,005 60,302,447* 357,076,753* 356,970,311 100%
--------------- -------------- ------------ --------------- ---
$ 112,213,239 $ 63,960,041 $357,076,753 $ 405,329,951 88%
=============== ============== ============ =============== ===
1998
- ----
Life insurance in force $12,296,742,073 $1,296,693,235 $ 0 $11,000,048,838 0%
=============== ============== ============ =============== ===
Premiums and policy
charges:
Life insurance $ 49,413,822 $ 3,389,040 $ 0 $ 46,024,782 0%
Accident and health
insurance 73,884 0 0 73,884 0%
Property and liability
insurance 57,290,195 57,380,699* 345,830,120* 345,739,616 100%
--------------- -------------- ------------ --------------- ---
$ 106,777,901 $ 60,769,739 $345,830,120 $ 391,838,282 88%
=============== ============== ============ =============== ===
1997
- ----
Life insurance in force $11,388,494,076 $1,142,094,000 $ 0 $10,246,400,076 0%
=============== ============== ============ =============== ===
Premiums and policy
charges:
Life insurance $ 43,917,690 $ 3,343,116 $ 0 $ 40,574,574 0%
Accident and health
insurance 84,524 0 0 84,524 0%
Property and liability
insurance 53,854,336 53,919,118* 330,370,730* 330,305,948 100%
--------------- -------------- ------------ --------------- ---
$ 97,856,550 $ 57,262,234 $330,370,730 $ 370,965,046 89%
=============== ============== ============ =============== ===
* These amounts are subject to the pooling agreement.
See accompanying independent auditor's report
IV-9
ALFA CORPORATION AND SUBSIDIARIES
SCHEDULE V - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
Additions
Balance ---------------------------------- Balance
at beginning Charged to costs Charged to at end
Description of period and expenses other accounts Deductions of period
- ----------- ------------- ---------------- ---------------- ---------- ----------
1999 Reserve for loan losses $584,178 $789,753 $735,966 $637,965
======== ======== ======== ========
1998 Reserve for loan losses $584,178 $588,780 $588,780 $584,178
======== ======== ======== ========
See accompanying independent auditor's report
IV-10
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.
ALFA CORPORATION
By /s/ Jerry A. Newby
-------------------------
Jerry A. Newby
President
Pursuant to the requirement of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Chairman of the Board
Director and Principal
/s/ Jerry A. Newby Executive Officer 3/24/00
- ------------------------- ------------
(Jerry A. Newby) (Date)
Executive Vice President, Operations,
Treasurer, Director
/s/ C. Lee Ellis (Principal Operations Officer) 3/24/00
- ------------------------- ------------
(C. Lee Ellis) (Date)
Senior Vice President,
Finance, (Principal
/s/ Donald Price Financial Officer) 3/24/00
- ------------------------- ------------
(Donald Price) (Date)
Vice President, Finance
/s/ John D. Holley (Principal Accounting Officer) 3/24/00
- ------------------------- ------------
(John D. Holley) (Date)
/s/ Hal F. Lee Director 3/24/00
- ------------------------- ------------
(Hal F. Lee) (Date)
/s/ James A. Tolar, Jr. Director 3/24/00
- ------------------------- ------------
(James A. Tolar, Jr.) (Date)
/s/ Steve Dunn Director 3/24/00
- ------------------------- ------------
(Steve Dunn) (Date)
/s/ Dean Wysner Director 3/24/00
- ------------------------- ------------
(Dean Wysner) (Date)
/s/ Russell R. Wiggins Director 3/24/00
- ------------------------- ------------
(Russell R. Wiggins) (Date)
/s/ James I. Harrison, Jr. Director 3/24/00
- ------------------------- ------------
(James I. Harrison, Jr.) (Date)
/s/ John R. Thomas Director 3/24/00
- ------------------------- ------------
(John R. Thomas) (Date)
/s/ B. Phil Richardson Director 3/24/00
- ------------------------- ------------
(B. Phil Richardson) (Date)
/s/ Boyd E. Christenberry Director 3/24/00
- ------------------------- ------------
(Boyd E. Christenberry) (Date)