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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, 1996 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
- -----------------------------------------------------------------------
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 28, 1997, was
$252,127,968.
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, 1996
----- -----------------------------
Common Stock, $1.00 par value 40,786,712 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's annual report to security holders for the fiscal year
ended December 31, 1996, and proxy statement for the annual meeting of
stockholders to be held April 24, 1997, are incorporated by reference into Part
II and Part III.
Total pages included in this filing - 23 pages
Exhibit index - Page 12
Part I
- ------
Item 1. Business.
--------
(a) General Development of Business. Alfa Corporation is a holding
-------------------------------
company for Alfa Life Insurance Corporation (Life), Alfa Insurance Corporation
(AIC), Alfa General Insurance Corporation (AGI), Alfa Financial Corporation
(AFC), Alfa Investment Corporation, Alfa Realty, Inc. (ARI), and Alfa Agency
Mississippi, Inc. The Registrant's property and casualty insurance subsidiaries
are rated "A++ Superior" and its life subsidiary is rated "A+ Superior" by A. M.
Best Company, the leading rating organization in the insurance industry. The
Registrant's commercial paper ratings are A-1+ by Standard & Poors and P-1 by
Moody's Investors Service. The commercial paper is guaranteed by an affiliate,
Alfa Mutual Insurance Company.
Until August 1, 1987, Registrant's life insurance subsidiary was its
principal source of revenue. Effective that date Registrant's property and
casualty subsidiaries entered into a pooling agreement with Alfa Mutual
Insurance Company (Mutual), and other members of the Mutual Group pursuant to
which premiums, losses, loss adjustment expenses and other underwriting expenses
attributable to the direct property and casualty insurance business of each
party are pooled and reallocated among the parties. Under the pooling
agreement, sixty five percent of the pooled business is allocated to
Registrant's subsidiaries, Alfa Insurance Corporation and Alfa General Insurance
Corporation.
The majority of the Company's Property Casualty Premiums are derived from
the Company's participation in the Pooling Agreement.
(b) Information as to Industry Segments. Prior to August 1, 1987,
-----------------------------------
Registrant considered it operated in one main reportable segment, that being the
life insurance industry which is operated through its subsidiary, Life.
Effective August 1, 1987, Registrant entered into a property and casualty
Pooling Agreement. Because of the Pooling Agreement, Registrant substantially
increased its property and casualty insurance business. As a result Registrant
is now engaged in two major industry segments, the life and property and
casualty insurance industries. The Information as to Industry Segments
contained in Note 13 to Financial Statements on page 37 of Registrant's Annual
Report is incorporated herein by reference.
(c) Narrative Description of Business. Registrant is a holding company
---------------------------------
organized and existing under the laws of the State of Delaware. Until August 1,
1987, Registrant's life insurance business was its principal source of revenue.
Life directly writes individual life insurance policies consisting primarily of
ordinary whole life, term life, interest sensitive whole life and universal life
products. Life maintains an agency force in Alabama, Georgia and Mississippi.
(i) Life offers several different types of whole life and term
insurance products. As of December 31, 1996, Life had in excess of $9.4 billion
of life insurance in force. As of December 31, for each year indicated the
Company had insurance in force as follows:
1996 1995 1994
----------------------------------
(in thousands)
Ordinary Life $9,126,335 $8,313,698 $7,553,056
Credit Life $ 11,016 $ 14,382 $ 19,499
Group Life $ 325,704 $ 314,826 $ 295,254
I-1
The following table shows Life's premiums and policy charges by type of policy
and life insurance operating income for the years ended December 31, 1996, 1995,
and 1994:
Years Ended December 31,
------------------------------------------
1996 1995 1994
---- ---- ----
(in thousands)
Premiums and Policy Charges
Universal life $10,075 $ 8,789 $ 7,876
Interest sensitive life 8,589 7,991 7,705
Traditional life 19,584 18,320 17,224
-------------------------------------------
Total $38,248 $35,100 $32,805
===========================================
Operating income $14,952 $13,205 $12,039
===========================================
Life generally reinsures all life insurance risks in excess of
$200,000 on any one life. The purpose of this is to limit the liability of Life
with respect to any one risk and afford it a greater diversification of its
exposure. When Life reinsures a portion of its risk it must cede the premium
income to the company who reinsures the risk, thereby decreasing the income of
Registrant.
Life performs various underwriting procedures and blood testing for
AIDS and other diseases before issuance of insurance.
In addition to the income from premiums of life insurance contracts,
Life's income is directly affected by its investment income or loss from its
investment portfolio. The capital and reserves of the Registrant 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 are qualified state, municipal and federal obligations,
high quality corporate bonds and stocks, mortgage backed securities, mortgages
and certain other assets.
Property and Casualty Insurance. Registrant's two property and
--------------------------------
casualty subsidiaries, Alfa Insurance Corporation and Alfa General Insurance
Corporation, are direct writers of preferred and standard risk property and
casualty insurance in Georgia and Mississippi. Registrant's business is
predominantly in personal, rather than commercial lines, including automobile,
homeowner and fire insurance and similar policies. These companies also write
limited commercial lines (church and business owner's insurance). Registrant
also assumes property and liability insurance written in Alabama through the
pooling agreement.
I-2
The following table sets forth the components of property and casualty
insurance earned premiums, net underwriting income, underwriting margin and
operating income for the years ended December 31, 1996, 1995 and 1994 including
the business written through the property and casualty pooling agreement:
Years Ended December 31,
---------------------------------
1996 1995 1994
---- ---- ----
(in thousands)
Earned Premiums
Personal lines $292,330 $270,109 $208,358
Commercial lines 11,231 10,606 8,524
Pools, associations
and fees 3,905 3,709 2,920
Reinsurance ceded (8,527) (11,435) (5,476)
---------------------------------
Total $298,939 $272,989 $214,326
=================================
Net Underwriting Income (Loss) $ (2,235) $(12,198) $ 10,793
=================================
Underwriting Margin (0.7%) (4.5%) 5.0%
=================================
Operating Income $ 15,143 $ 8,182 $ 20,179
=================================
Pooling Agreement. Effective August 1, 1987, the Company 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. 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. Until
September 30, 1994, Mutual retroceded 50% of the pooled premiums, losses, loss
adjustment expenses and other underwriting expenses to the Company while
retaining 50% of these amounts itself. On October 1, 1994, the Company
increased its participation in the Pooling Agreement. 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 limits 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%. The change will allow the
catastrophe reinsurance buying decision to be made on a group basis which will
benefit each member of the group. The Company's participation in the Pooling
Agreement may be changed or terminated without the consent or approval of the
Company's shareholders, and the Pooling Agreement may be terminated by any party
thereto upon 90 days notice.
The Boards of Directors of the Mutual Group and of the Registrant'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 determined
that its implementation did not require its approval.
I-3
A committee consisting of two members of the Boards of Directors of
the Mutual Group, two members of the Board of Directors of the Registrant and
Goodwin Myrick, 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
Registrant 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 Registrant 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 direct underwriting ratios for
the Pooled Business as long as the Pooling Agreement remains in effect.
The participation of Registrant 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 Registrant'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 Registrant's earnings. Participants'
respective abilities to share in the Pooled Business are subject to regulatory
capital requirements.
Relationship with Mutual Group. The Registrant'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 Registrant
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 Registrant.
Mutual periodically conducts time usage and related expense allocation
studies. Mutual charges Registrant for its allocable and directly attributable
salaries and other expenses, including office facilities in Montgomery, Alabama.
The Board of Directors of Registrant 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 Registrant.
Mutual owns 16,201,538 shares, or 39.72%, and Alfa Mutual Fire
Insurance Company owns 4,515,286 shares, or 11.07%, of Registrant's Outstanding
Common Stock.
Other Business
- --------------
Registrant operates five other subsidiaries which are not considered
to be significant by SEC Regulations. These subsidiaries are Alfa Financial
Corporation (AFC), 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, and Alfa
Agency Mississippi, Inc.
AFC is a lending institution engaged principally in making consumer
loans. These loans are available through substantially all agency offices of
Registrant.
I-4
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 and Autauga County, Alabama, areas.
Alfa Agency Mississippi Inc. places substandard insurance risks with
third party insurers for a commission.
(ii) - (ix). Not applicable.
(x) Both the life and property and casualty insurance businesses are
highly competitive. There are numerous insurance companies in Registrant's area
of operation and throughout the United States. Many of the companies which are
in direct competition with the Registrant 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 Registrant. In its life and property and casualty insurance businesses,
Registrant competes with other insurers in the sale of insurance products to
consumers and the recruitment and retention of qualified agents. Registrant
believes that the main competitive factors in its business are price, name
recognition and service. Registrant believes that it competes effectively in
these areas in Alabama. In Georgia and Mississippi, however, the Registrant's
name is not as well recognized.
Registrant'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 and the
benefit of policyholders, periodic examination of the affairs and financial
condition of the Registrant, annual and other reports required to be filed on
the financial condition and operation of the Registrant. Life insurance rates
are generally not subject to prior regulatory approval. Rates of property and
casualty insurance are subject to regulation and approval of regulatory
authorities.
The Mutual Group and Registrant'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.
(xi-xii) Not applicable.
(xiii) The Registrant has no management or operational employees.
Registrant and its subsidiaries have a Management and Operating Agreement with
Mutual whereby Registrant and its subsidiaries reimburse Mutual for salaries and
expenses of employees provided to Registrant 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, 1996, Registrant
was represented by 474 agents in Alabama who are employees of Mutual.
Registrant's property and casualty subsidiaries had 113 independent exclusive
agents in Georgia and Mississippi at December 31, 1996.
I-5
Item 2. Properties.
----------
(a) Physical Properties of Registrant and Its Subsidiaries. The
-------------------------------------------------------
Registrant leases it home office facilities in Montgomery, Alabama,from Mutual.
Registrant and its subsidiaries own several investment properties,
none of which are material to Registrant's business.
(b) Oil and Gas Operations. Not applicable.
----------------------
Item 3. Legal Proceedings.
-----------------
Various legal proceedings arising in the normal course of business
with policyholders and agents are in process at December 31, 1996. These legal
proceedings involve alleged breaches of contract, torts, including bad faith and
fraud claims based on alleged wrongful or fraudulent acts of agents and
miscellaneous other causes of action. Many of these lawsuits involve claims for
punitive damages. The likelihood or extent of a punitive damage award in any
one of these given cases is not possible to predict. Although the Alfa
Insurance Group including Alfa Corporation and its subsidiaries have such legal
proceedings filed against it in which punitive damages are sought, to date, no
such lawsuit has resulted in the award of any significant amount of damages
against the Company. Based upon information presently available, applicable law
and the defenses available to Alfa Corporation and its subsidiaries, management
does not consider the contingent liabilities which might arise from pending
litigation to be material in relation to the financial position, result of
operations, or cash flows of the Company. Management's opinion is based upon
the company's experience in dealing with such claims and the historical results
of such claims against the Company. However, it should be noted that in
Alabama, where the company has substantial business, the frequency of large
punitive damage awards, bearing little or no relation to the actual damages
awarded by juries, continues to exist, creating the potential for unpredictable
material adverse judgements in any given suit.
Item 4. Submission of Matters to Vote of Security Holders.
-------------------------------------------------
Not applicable.
Executive Officers of the Registrant:
- ------------------------------------
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 24, 1997.
I-6
The following is a list of name and ages of all of the executive
officers of the Registrant indicating all positions and offices with the
Registrant 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 Registrant.
NAME AGE POSITION SINCE
- ---- --- --------
Goodwin L. Myrick 71 Director; Chairman of the Board and President, since 1978; 1973
President of its Subsidiaries and associated
companies; President Alabama Farmers Federation.
B. Phil Richardson 71 Director; Executive Vice President, Operations 1979
of Alfa Corporation and its subsidiaries;
Vice President, Treasurer.
Ken Wallis 55 Director; Secretary, General Counsel and 1993
Vice President, Government Relations.
Bill Harper, Jr. 52 Senior Vice President, Life Operations of Alfa Life 1986
Insurance Corporation Vice President, of Alfa
Financial Corporation since 1978.
C. Lee Ellis 45 Executive Vice President, Investments. 1983
Prior to 1993, Senior Vice President, Investments.
Donald Price 45 Senior Vice President, Finance and 1984
Chief Financial Officer.
John Holley 41 Vice President and Controller, Director Financial Relations 1986
Chief Accounting Officer.
Al Dees 50 Executive Vice President, Marketing 1993
Prior to 1993 Vice President Georgia and
Mississippi Marketing.
James Azar 60 Senior Vice President, Planning 1979
Terry McCollum 60 Senior Vice President, Claims 1979
I-7
Part II
-------
Item 5. Market for Registrant's Common Stock and Related Security Holder
----------------------------------------------------------------
Matters.
--------
The "Stockholder Information" section on the Inside Back Cover of
Registrant's annual report to security holders for the fiscal year ended
December 31, 1996, is incorporated herein by reference.
Item 6. Selected Financial Data.
------------------------
The "Selected Financial Data" section on pages 6 and 7 of the
Registrant's annual report to security holders for the year ended December 31,
1996, 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 14 through
20 of the Registrant's annual report to security holders for the fiscal year
ended December 31, 1996, is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data.
--------------------------------------------
The Financial Statements on pages 21 through 40 of the Registrant's
annual report to security holders for the fiscal year ended December 31, 1996,
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 Registrant.
--------------------------------------------------
For information with respect to the Executive Officers of the
Registrant see Executive Officers of the Registrant at the end of Part I of this
Report. For information with respect to the Directors of the Registrant, see
Election of Directors on Page 2 of the Proxy statement for the annual meeting of
stockholders to be held April 24, 1997 which is incorporated herein by
reference.
Item 11. Executive Compensation.
----------------------
The information set forth under the caption "Executive Compensation"
on Page 6 of the Proxy Statement for the annual meeting of stockholders to be
held April 24, 1997, 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 24, 1997, 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 6 of the Proxy Statement for the annual meeting of stockholders to be
held April 24, 1997, 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.
--------------------
Report of Independent Certified Public
Accountants for 1996, 1995, and 1994.
Consolidated Balance Sheets as of
December 31, 1996 and 1995.
Consolidated Statements of Income for the three years ended
December 31, 1996, 1995 and 1994.
Consolidated Statements of Stockholders' Equity for the
three years ended December 31, 1996, 1995 and 1994.
Consolidated Statements of Cash Flows for the three years
ended December 31, 1996, 1995 and 1994.
Notes to Consolidated Financial Statements.
Selected Quarterly Financial Data.
2. Financial Statement Schedules.
-----------------------------
Included in Part IV of this report:
Page
----
Reports on Financial Statements and Financial Statement Schedules
of Independent Certified Public Accountants for 1996, 1995 and 1994. IV-3
Schedule I - Summary of Investments Other Than Investments
in Related Parties for the year ended December 31, 1996 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, 1996,
1995 and 1994 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 Registrant are
incorporated by reference from
Registrant'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 Registrant's 10-K for
the year ended December 31, 1992.
(10(b)) Insurance Pooling Agreement is
incorporated by reference from
registrant's 10-K for the year ended
December 31, 1987.
Exhibit (13) Registrant's Annual Report to
Security Holders for the fiscal year
ended December 31, 1996. 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
registrant's 10-K for the year ended
December 31, 1993.
Exhibit (23) Consents of Independent Accountants
(b) Reports on Form 8-K.
-------------------
An 8-K report was filed on February 19, 1997
reporting the retirement of Phil Richardson effective
April 1, 1997 and the promotion of Ken Wallis to the
position of Executive Vice President, Operations and
Assistant to the President.
IV-2
INDEPENDENT AUDITOR'S REPORT
The Stockholders and Board of Directors
Alfa Corporation
Montgomery, Alabama:
We have audited the accompanying consolidated balance sheets of Alfa
Corporation and subsidiaries (the Company) as of December 31, 1996 and 1995, and
the related consolidated statements of income, stockholders' equity, and cash
flows for the years then ended. 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 in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Alfa Corporation and
subsidiaries as of December 31, 1996 and 1995, and the results of their
operations and their cash flows for the years then ended in conformity with
generally accepted accounting principles.
Our audits for the years ended December 31, 1996 and 1995, were made for the
purpose of forming an opinion on the basic financial statements taken as a
whole. The supplementary information included in Schedules I through V for the
years ended December 31, 1996 and 1995, 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 audit
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
for the years ended December 31, 1996 and 1995.
KPMG Peat Marwick LLP
Birmingham, Alabama
February 4, 1997
IV-3(a)
INDEPENDENT AUDITOR'S REPORT
The Stockholders and Board of Directors
Alfa Corporation
Montgomery, Alabama
We have audited the consolidated financial statements and the financial
statement schedules of Alfa Corporation and subsidiaries (The Company) for the
year ended December 31, 1994 as listed in the index on page IV-1 of this Form
10-K. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements and financial statement schedules
referred to above present fairly, in all material respects, the results of Alfa
Corporation and its subsidiaries operations and its cash flows for the year
ended December 31, 1994 in conformity with generally accepted accounting
principles.
Coopers & Lybrand L.L.P.
Birmingham, Alabama
February 2, 1995
IV-3(b)
ALFA CORPORATION AND SUBSIDIARIES
SCHEDULE I - SUMMARY OF INVESTMENTS - OTHER THAN
INVESTMENTS IN RELATED PARTIES
FOR THE YEAR ENDED DECEMBER 31, 1996
------------
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 $ 64,299,445 $ 66,965,246 $ 66,965,246
States, municipalities and
political subdivisions 100,720,322 104,839,229 104,839,229
Public utilities 20,262,100 20,559,039 20,559,039
All other corporate bonds 140,490,488 148,614,365 148,614,365
Mortgage-backed securities 264,617,984 268,013,880 267,833,156
Redeemable preferred stocks 4,287,094 4,331,534 4,331,534
------------ ------------ ------------
Total fixed maturities 594,677,433 613,323,293 613,142,569
------------ ------------ ------------
Equity securities:
Common stocks:
Public utilities 6,746,778 8,070,626 8,070,626
Banks, trusts and insurance
companies 8,395,346 19,302,332 19,302,332
Industrial, miscellaneous
and all other 42,420,516 66,517,192 66,517,192
Nonredeemable preferred stocks 2,200,994 2,117,500 2,117,500
------------ ------------ ------------
Total equity securities 59,763,634 96,007,650 96,007,650
------------ ------------ ------------
Mortgage loans on real estate 826,480 826,480
Real estate 1,855,972 1,855,972
Policy loans 31,680,254 31,680,254
Other long-term investments 102,297,440 102,297,440
Short-term investments 40,206,951 40,206,951
------------ ------------
Total investments $831,308,164 $886,017,316
============ ============
IV-4
ALFA CORPORATION (PARENT COMPANY)
SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
BALANCE SHEETS
DECEMBER 31, 1996 AND 1995
-----------
1996 1995
------------ ------------
ASSETS
Cash $ 48,082 $ 28,271
Short-term investments 374,058 437,090
Investment in subsidiaries 357,237,941 342,291,962
Note receivable from subsidiaries 46,358,539 54,445,000
Accounts receivable and other assets 218,054 283,274
------------ ------------
Total assets $404,236,674 $397,485,597
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Commercial paper $ 73,580,962 $ 81,949,616
Notes payable 4,600,000 4,600,000
Other liabilities 2,743,903 2,326,237
------------ ------------
Total liabilities 80,924,865 88,875,853
------------ ------------
Common stock, $1 par value, shares
authorized - 110,000,000;
issued - 41,891,512
outstanding - 1996 - 40,786,712; 1995 - 40,785,912 41,891,512 41,891,512
Capital in excess of par value 21,281,323 21,276,023
Net unrealized investment gains 33,926,747 35,620,863
Retained earnings 230,839,897 214,453,116
Treasury stock, at cost, 1996 - 1,104,800; 1995 - 1,105,600 shares (4,627,670) (4,631,770)
------------ ------------
Total stockholders' equity 323,311,809 308,609,744
------------ ------------
Total liabilities and stockholders' equity $404,236,674 $397,485,597
============ ============
IV-5
SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
-------------
1996 1995 1994
----------- ----------- -----------
Revenues:
Dividends from subsidiaries $18,671,103 $19,415,006 $16,241,650
Interest from subsidiaries 2,642,730 2,708,256
Other interest 12,911 25,171 1,456
Expenses:
Other expenses 5,667,475 6,071,779 3,596,198
----------- ----------- -----------
Income before equity in
undistributed income
of subsidiaries 15,659,269 16,076,654 12,646,908
Equity in undistributed income
of subsidiaries 16,529,946 6,241,297 20,219,830
----------- ----------- -----------
Net income $32,189,215 $22,317,951 $32,866,738
=========== =========== ===========
IV-6
SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
1996 1995 1994
------------- ------------- -------------
Cash flows from operating activities:
Net income $ 32,189,215 $ 22,317,951 $ 32,866,738
------------ ------------ ------------
Adjustments to reconcile net
income to net cash provided by
operating activities:
Undistributed earnings of
subsidiaries (16,529,946) (6,241,297) (20,219,830)
(Increase) decrease in other assets
and accounts receivable 65,220 (255,113) (13,001)
Increase (decrease) in other
liabilities 417,666 (450,428) 1,202,683
------------------------------------------
Total adjustments (16,047,060) (6,946,838) (19,030,148)
------------------------------------------
Net cash provided by
operating activities 16,142,155 15,371,113 13,836,590
------------------------------------------
Cash flows from investing activities:
(Increase) decrease in note receivable from subsidiaries 8,086,461 (54,445,000)
Net (increase) decrease in short-term investments 63,032 (354,574) (81,963)
Other (110,149) (272,790) (4,925)
------------------------------------------
Net cash provided by (used in) investing activities 8,039,344 (55,072,364) (86,888)
------------------------------------------
Cash flows from financing activities:
Increase (decrease) in commercial paper (8,368,654) 81,949,616
Net increase (decrease) in notes payable (27,013,665) 198,665
Proceeds from exercise of stock options 9,400
Dividends to stockholders (15,802,434) (15,294,718) (13,969,175)
------------------------------------------
Net cash provided by (used in) financing activities (24,161,688) 39,641,233 (13,770,510)
------------------------------------------
Net increase (decrease) in cash 19,811 (60,018) (20,808)
Cash, beginning of year 28,271 88,289 109,097
------------------------------------------
Cash, end of year $ 48,082 $ 28,271 $ 88,289
==========================================
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 4,415,649 $ 4,470,881 $ 1,545,255
==========================================
Income taxes $ 5,418,000 $ 7,888,000 $ 13,927,719
==========================================
IV-7
ALFA CORPORATION
SCHEDULE III - SUPPLEMENTAL INSURANCE INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
Future Policy Other
Benefits, Policy Benefits
Deferred Losses, Claims Premiums Claims,
Policy Claims And And And Net Losses And
Acquisition Loss Unearned Benefits Policy Investment Settlement
Segment Costs Expenses Premium Payable Charges Income Expenses
- ------- ------------ ------------ ------------ ------- -------------- ------------ ------------
1996
----
Life Insurance $ 84,711,419 $325,206,008 $ 0 $0 $ 38,247,600 $29,253,591 $ 30,589,901
Property &
casualty
insurance 15,382,660 117,672,492 92,945,366 0 298,938,818 22,250,871 236,721,425
Noninsurance
and corporate 0 0 0 0 0 2,689,872 0
------------ ------------ ----------- -- ------------ ----------- ------------
Total $100,094,079 $442,878,500 $92,945,366 $0 $337,186,418 $54,194,334 $267,311,326
============ ============ =========== == ============ =========== ============
1995
----
Life Insurance $ 75,410,879 $294,049,256 $ 0 $0 $ 35,099,995 $27,620,913 $ 29,401,615
Property &
casualty
insurance 13,745,663 108,303,253 85,306,194 0 272,988,974 20,996,611 220,841,822
Noninsurance
and corporate 0 0 0 0 0 2,305,583 150,000
------------ ------------ ----------- -- ------------ ----------- ------------
Total $ 89,156,542 $402,352,509 $85,306,194 $0 $308,088,969 $50,923,107 $250,393,437
============ ============ =========== == ============ =========== ============
1994
----
Life Insurance $ 75,551,400 $262,017,490 $ 0 $0 $ 32,805,431 $25,729,717 $ 26,960,413
Property &
casualty
insurance 13,461,166 88,486,091 79,426,172 0 214,325,192 17,405,225 154,656,527
Noninsurance
and corporate 0 0 0 0 0 2,418,719 1,000,000
------------ ------------ ----------- -- ------------ ----------- ------------
Total $ 89,012,566 $350,503,581 $79,426,172 $0 $247,130,623 $45,553,661 $182,616,940
============ ============ =========== == ============ =========== ============
Amortization
Of Deferred
Policy Other
Acquisition Operating Premiums
Segment Costs Expenses Written
- ------- ------------ ------------- ------------
1996
----
Life Insurance $ 6,061,063 $ 6,750,449 $ 0
Property &
casualty
insurance 45,050,788 19,653,730 311,251,916
Noninsurance
and corporate 0 2,599,112 0
----------- ----------- ------------
Total $51,111,851 $29,003,291 $311,251,916
=========== =========== ============
1995
----
Life Insurance $ 5,504,517 $ 5,977,846 $ 0
Property &
casualty
insurance 41,857,226 24,445,381 286,483,508
Noninsurance
and corporate 0 577,145 0
----------- ----------- ------------
Total $47,361,743 $31,000,372 $286,483,508
=========== =========== ============
1994
----
Life Insurance $ 4,832,612 $ 6,196,441 $ 0
Property &
casualty
insurance 32,913,610 19,351,233 234,392,978
Noninsurance
and corporate 0 (329,479) 0
----------- ----------- ------------
Total $37,746,222 $25,218,195 $234,392,978
=========== =========== ============
IV-8
ALFA CORPORATION AND SUBSIDIARIES
SCHEDULE IV - REINSURANCE
FOR YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
Percentage of
Ceded to Amount Assumed by Assumed From
Gross Amount Other Companies Other Companies Net Amount to Net
--------------- ----------------- --------------- -------------- -------------
1996
----
Life insurance in force $10,480,723,907 $1,017,669,000 $ 0 $9,463,054,907 0%
=============== ============== ============= ============== ===
Premiums and policy charges:
Life insurance $ 41,244,357 $ 3,086,247 $ 0 $ 38,158,110 0%
Accident and health insurance 89,490 0 0 89,490 0%
Property and liability insurance 47,939,310 55,523,791* 306,523,299* 298,938,818 103%
--------------- -------------- ------------- -------------- ---
$ 89,273,157 $ 58,610,038 $ 306,523,299 $ 337,186,418 91%
=============== ============== ============= ============== ===
1995
----
Life insurance in force $ 9,534,858,844 $ 891,952,000 $ 0 $8,642,906,844 0%
=============== ============== ============= ============== ===
Premiums and policy charges:
Life Insurance $ 37,735,370 $ 2,735,919 $ 34,999,451 0%
Accident and health insurance 100,544 100,544 0%
Property and liability insurance 42,029,253 52,264,315* $283,224,036* 272,988,974 104%
--------------- -------------- ------------- -------------- ---
$ 79,865,167 $ 55,000,234 $ 283,224,036 $ 308,088,969 92%
=============== ============== ============= ============== ===
1994
----
Life insurance in force $ 8,638,808,254 $ 771,000,000 $ 0 $7,867,808,254 0%
=============== ============== ============= ============== ===
Premiums and policy charges:
Life Insurance $ 35,195,373 $ 2,535,275 $ 32,660,098 0%
Acccident and health insurance 145,333 145,333 0%
Property and liability insurance 36,961,724 42,485,376* $219,848,844* 214,325,192 103%
--------------- -------------- ------------- -------------- ---
$ 72,302,430 $ 45,020,651 $ 219,848,844 $ 247,130,623 89%
=============== ============== ============= ============== ===
*These amounts are subject to the pooling agreement.
IV-9
ALFA CORPORATION AND SUBSIDIARIES
SCHEDULE V - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
BALANCE ADDITIONS
-------------------------------
AT BEGINNING CHARGED TO COSTS CHARGED TO BALANCE
DESCRIPTION OF PERIOD AND EXPENSES OTHER ACCOUNTS DEDUCTIONS END OF PERIOD
----------------------- ------------ ---------------- ------------- ---------- -------------
1996 Reserve for loan losses $750,241 $318,851 $435,613 $633,479
============ ================ ========== =============
1995 Reserve for loan losses $769,544 $229,094 $248,397 $750,241
============ ================ ========== =============
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/
---------------------------
Goodwin L. Myrick
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/ Executive Officer March 31, 1997
- ----------------------------- --------------------
(Goodwin L. Myrick) (Date)
Senior Vice President
Finance, (Principal
/s/ Financial Officer) March 31, 1997
- ----------------------------- --------------------
(Donald Price) (Date)
Vice President and
Controller (Principal
/s/ Accounting Officer) March 31, 1997
- ----------------------------- --------------------
(John D. Holley) (Date)
/s/ Director March 31, 1997
- ----------------------------- --------------------
(Jerry A. Newby) (Date)
/s/ Director March 31, 1997
- ----------------------------- --------------------
(James E. Mobley) (Date)
/s/ Director March 31, 1997
- ------------------------------ --------------
(James A. Tolar, Jr.) (Date)
/s/ Director March 31, 1997
- ------------------------------ --------------
(John W. Morris) (Date)
/s/ Director March 31, 1997
- ------------------------------ --------------
(Milborn N. Chesser) (Date)
/s/ Director March 31, 1997
- ------------------------------ --------------
(James I. Harrison, Jr.) (Date)
/s/ Director March 31, 1997
- ------------------------------ --------------
(Young J. Boozer) (Date)
/s/ Director March 31, 1997
- ------------------------------ --------------
(John R. Thomas) (Date)
/s/ Director March 31, 1997
- ------------------------------ --------------
(B. Phil Richardson) (Date)
/s/ Director March 31, 1997
- ------------------------------ --------------
(Boyd E. Christenberry) (Date)
/s/ Director March 31, 1997
- ------------------------------ --------------
(Ken Wallis) (Date)