FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from: to
Commission file number: 1-13754
ALLMERICA FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 04-3263626
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
440 Lincoln Street, Worcester, Massachusetts 01653
(Address of principal executive offices (Zip Code)
(508) 855-1000
(Registrant's telephone number, including area code)
_________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
report)
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 [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the registrant's classes
of ommon stock as of the latest practicable date: 50,134,651 shares of common
stock outstanding, as of August 1, 1996.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Statements of Income 3
Consolidated Statements of Shareholders' Equity 4
Consolidated Balance Sheets 5
Consolidated Statements of Cash Flows 6
Notes to Interim Consolidated Financial Statements 7 - 9
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 10 - 29
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 30
Item 6. Exhibits and Reports on Form 8-K 31
SIGNATURES
PART I - FINANCIAL INFORMATION
ITEM I - FINANCIAL STATEMENTS
<TABLE>
ALLMERICA FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME <FN1>
<CAPTION>
(Unaudited) (Unaudited)
Quarter Ended Six Months Ended
June 30, June 30,
(In millions, except
per share data) 1996 1995 1996 1995
<S> <C> <C> <C> <C>
REVENUES
Premiums $ 553.7 $ 546.1 $1,101.3 $1,112.9
Universal life and investment
product policy fees 48.5 42.6 95.0 83.7
Net investment income 166.8 178.7 327.9 361.2
Net realized investment gains 2.3 7.9 53.9 5.7
Realized gain on sale of mutual
fund processing business 0.0 0.0 0.0 20.7
Other income 29.0 18.1 50.6 50.6
-------- -------- -------- --------
Total revenues 800.3 793.4 1,628.7 1,634.8
-------- -------- -------- --------
BENEFITS, LOSSES AND EXPENSES
Policy benefits, claims, losses
and loss adjustment expense 488.5 494.1 985.4 1,017.3
Policy acquisition expenses 121.1 120.1 240.8 235.4
Other operating expenses 121.8 111.1 237.4 234.8
-------- -------- -------- --------
Total benefits, losses and
expenses 731.4 725.3 1,463.6 1,487.5
-------- -------- -------- --------
Income before federal income taxes 68.9 68.1 165.1 147.3
-------- -------- -------- --------
Federal income tax expense (benefit)
Current 25.7 33.9 44.3 51.5
Deferred (13.1) (15.6) (7.5) (9.1)
-------- -------- -------- --------
Total federal income tax expense 12.6 18.3 36.8 42.4
-------- -------- -------- --------
Income before minority interest and
extraordinary item 56.3 49.8 128.3 104.9
Minority interest (13.7) (19.9) (38.4) (35.8)
-------- -------- -------- --------
Income before extraordinary item 42.6 29.9 89.9 69.1
Extraordinary item - demutualization
expenses 0.0 (3.5) 0.0 (6.0)
-------- -------- -------- --------
Net income $ 42.6 $ 26.4 $ 89.9 $ 63.1
======== ======== ======== ========
PER SHARE DATA
Net income $ 0.85 $ 1.79
======== ========
Dividends declared
to shareholders $ 0.05 $ 0.10
======== ========
Weighted average shares
outstanding 50.1 50.1
======== ========
<FN>
<FN1>
The accompanying notes are an integral part of these consolidated financial
statements.
</FN>
</TABLE>
<TABLE>
ALLMERICA FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY <FN1>
<CAPTION>
(Unaudited)
Six Months Ended
June 30,
(In millions) 1996 1995
<S> <C> <C>
COMMON STOCK
Balance at beginning and end of period $ 0.5 $ 0.0
---------- ----------
ADDITIONAL PAID-IN-CAPITAL
Balance at beginning and end of period 1,382.5 0.0
---------- ----------
RETAINED EARNINGS
Balance at beginning of period 38.2 1,071.4
Net income 89.9 63.1
Dividends to shareholders (5.0) 0.0
---------- ----------
Balance at end of period 123.1 1,134.5
---------- ----------
NET UNREALIZED APPRECIATION ON INVESTMENTS
Balance at beginning of period 153.0 (79.0)
Net (depreciation) appreciation on
available-for-sale securities (193.9) 347.2
Benefit (provision) for deferred
federal income taxes 67.9 (121.8)
Minority interest 30.4 (50.8)
---------- ----------
Balance at end of period 57.4 95.6
---------- ----------
Total shareholders' equity $ 1,563.5 $ 1,230.1
========== ==========
<FN>
<FN1>
The accompanying notes are an integral part of these consolidated financial
statements.
</FN>
</TABLE>
<TABLE>
<CAPTION>
ALLMERICA FINANCIAL CORPORATION
CONSOLIDATED BALANCE SHEETS <FN1>
(Unaudited)
June 30, December 31,
(In millions, except per share data) 1996 1995
<S> <C> <C>
ASSETS
Investments:
Fixed maturities-at fair value(amortized
cost of $7,908.0 and $7,467.9) $ 7,958.4 $ 7,739.3
Equity securities-at fair value
(cost of $299.2 and $410.6) 399.3 517.2
Mortgage loans 716.7 799.5
Real estate 157.5 179.6
Policy loans 129.4 123.2
Other long-term investments 78.3 71.9
---------- ----------
Total investments 9,439.6 9,430.7
---------- ----------
Cash and cash equivalents 128.2 289.5
Accrued investment income 166.0 163.2
Deferred policy acquisition costs 792.3 735.7
Reinsurance receivables:
Future policy benefits 102.4 97.1
Outstanding claims, losses and
loss adjustment expenses 762.7 799.6
Unearned premiums 45.8 43.8
Other 60.4 58.9
---------- ----------
Total reinsurance receivables 971.3 999.4
---------- -----------
Deferred federal income taxes 121.5 81.2
Premiums, accounts and notes receivable 534.0 526.7
Other assets 343.9 363.6
Closed Block assets 811.4 818.9
Separate account assets 5,197.9 4,348.8
---------- ----------
Total assets $18,506.1 $17,757.7
========== ==========
LIABILITIES
Policy liabilities and accruals:
Future policy benefits $ 2,640.4 $ 2,639.3
Outstanding claims, losses and
loss adjustment expenses 3,051.3 3,081.3
Unearned premiums 816.3 800.9
Contractholder deposit funds and
other policy liabilities 2,290.2 2,737.4
---------- ----------
Total policy liabilities and accruals 8,798.2 9,258.9
Expenses and taxes payable 573.5 603.0
Reinsurance premiums payable 51.0 42.0
Short-term debt 501.7 31.2
Deferred federal income taxes 15.0 47.8
Long-term debt 202.2 202.3
Closed Block liabilities 896.3 902.0
Separate account liabilities 5,180.9 4,337.8
---------- ----------
Total liabilities 16,218.8 15,425.0
---------- ----------
Minority interest 723.8 758.5
Commitments and contingencies
SHAREHOLDERS' EQUITY
Preferred stock, $0.01 par value, 20.0
million shares authorized, none issued 0.0 0.0
Common stock, $0.01 par value, 300.0
million shares authorized, 50.1 million
shares issued and outstanding 0.5 0.5
Additional paid-in-capital 1,382.5 1,382.5
Unrealized appreciation on investments, net 57.4 153.0
Retained earnings 123.1 38.2
---------- ----------
Total shareholders' equity 1,563.5 1,574.2
---------- ----------
Total liabilities and shareholders'
equity $18,506.1 $17,757.7
========== ==========
<FN>
<FN1>
The accompanying notes are an integral part of these consolidated financial
statements.
</FN>
</TABLE>
<TABLE>
ALLMERICA FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS <FN1>
(Unaudited)
Six Months Ended June 30,
(In millions) 1996 1995
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 89.9 $ 63.1
Adjustments to reconcile net income to net
cash provided by operating activities:
Minority interest 38.4 35.8
Net realized gains (54.3) (26.4)
Deferred federal income taxes (7.5) (9.1)
Changes in assets and liabilities:
Deferred policy acquisition costs (33.7) (7.1)
Premiums and notes receivable,
net of reinsurance payable 2.7 (50.5)
Accrued investment income (1.7) (1.5)
Policy liabilities and accruals, net (50.4) (3.5)
Reinsurance receivable 28.1 9.4
Expenses and taxes payable (13.4) 86.2
Separate account activity, net (6.1) 0.8
Other, net 38.6 3.8
---------- ----------
Net cash provided by operating
activities 30.6 101.0
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposals of
available-for-sale fixed maturities 517.3 580.3
Proceeds from maturities of
available-for-sale fixed maturities 1,687.9 524.4
Proceeds from maturities of
held-to-maturity fixed maturities 0.0 153.8
Proceeds from disposals of equity securities 212.4 60.4
Proceeds from disposals of other investments 34.0 5.0
Proceeds from mortgages matured or collected 74.2 92.1
Purchase of available-for-sale
fixed maturities (2,661.7) (1,316.4)
Purchase of held-to-maturity
fixed maturities 0.0 (49.3)
Purchase of equity securities (50.5) (125.2)
Purchase of other investments (27.5) (2.4)
Proceeds from sale of mutual fund
processing business 0.0 32.8
Capital expenditures (4.9) (6.9)
Other activities, net 4.3 1.8
---------- ----------
Net cash used in investing activities (214.5) (49.6)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Deposits and interest credited to
contractholder deposit funds 181.8 187.5
Withdrawals from contractholder deposit funds (587.2) (438.3)
Change in short-term debt 470.5 (8.0)
Dividends paid to shareholders (7.0) (2.1)
Purchases of subsidiary common stock (41.8) (11.0)
---------- ----------
Net cash provided by (used in)
financing activities 16.3 (271.9)
---------- ----------
Net decrease in cash and cash equivalents (167.6) (220.5)
Net change in cash held in the Closed Block 6.3 0.0
Cash and cash equivalents, beginning of period 289.5 539.7
---------- ----------
Cash and cash equivalents, end of period $ 128.2 $ 319.2
========== ==========
<FN>
<FN1>
The accompanying notes are an integral part of these consolidated financial
statements
</FN>
</TABLE>
ALLMERICA FINANCIAL CORPORATION
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
First Allmerica Financial Life Insurance Company ("FAFLIC", formerly
State Mutual Life Assurance Company of America ["State Mutual"]) was
organized as a mutual life insurance company until October 16, 1995.
FAFLIC converted to a stock life insurance company pursuant to a plan
of reorganization effective October 16, 1995 and became a wholly owned
subsidiary of Allmerica Financial Corporation ("AFC" or the
"Company"). The consolidated financial statements have been prepared
as if FAFLIC were organized as a stock life insurance company for all
periods presented. Thus, generally accepted accounting principles for
stock life insurance companies have been applied for all periods
presented.
The interim consolidated financial statements of AFC include the
accounts of AFC, FAFLIC, its wholly owned life insurance subsidiary,
Allmerica Financial Life Insurance and Annuity Company ("AFLIAC",
formerly SMA Life Assurance Company), non-insurance subsidiaries
(principally brokerage and investment advisory subsidiaries), and
Allmerica Property & Casualty Companies, Inc. ("Allmerica P&C", a
59.5%-owned non-insurance holding company). The Closed Block assets
and liabilities at June 30, 1996 and December 31, 1995 are presented
in the consolidated financial statements as single line items. Results
of operations for the Closed Block for the six month and three month
periods ended June 30, 1996 are included in other income in the
consolidated financial statements. Prior to demutualization such
amounts are presented line by line in the consolidated financial
statements. All significant intercompany accounts and transactions
have been eliminated.
Minority interest relates to the Company's investment in Allmerica P&C
and its subsidiary, The Hanover Insurance Company ("Hanover").
Hanover's 82.5%-owned subsidiary is Citizens Corporation, the holding
company for Citizens Insurance Company of America ("Citizens").
Minority interest also includes an amount related to the minority
interest in Citizens Corporation.
The accompanying interim consolidated financial statements reflect, in
the opinion of the Company's management, all adjustments, consisting
of only normal and recurring adjustments, necessary for a fair
presentation of the financial position and results of operations.
Certain reclassifications have been made to the 1995 consolidated
statements of income in order to conform to the 1996 presentation.
The results of operations for the six months and quarter ended June
30, 1996 are not necessarily indicative of the results to be expected
for the full year. These financial statements should be read in
conjunction with the Company's 1995 Annual Report to Shareholders, as
filed on Form 10-K to the Securities and Exchange Commission.
2. Federal Income Taxes
Federal income tax expense for the periods ended June 30, 1996 and
1995, has been computed using estimated effective tax rates for the
AFC and Allmerica P&C tax-paying groups. These rates are revised, if
necessary, at the end of each successive interim period to reflect
the current estimates of the annual effective tax rates.
3. Closed Block
Included in other income in the Consolidated Statements of Income in
the second quarter and first six months of 1996 is a net pre-tax
contribution from the Closed Block of $2.6 million and $6.0 million,
respectively. Summarized financial information of the Closed Block is
as follows:
<TABLE>
<CAPTION>
(Unaudited)
June 30, December 31,
(In millions) 1996 1995
<S> <C> <C>
ASSETS
Fixed maturities, at fair value
(amortized cost of $445.6 and $447.4) $ 444.3 $ 458.0
Mortgage loans 79.6 57.1
Policy loans 235.6 242.4
Cash and cash equivalents 11.3 17.6
Accrued investment income 15.5 16.6
Deferred policy acquisition costs 22.3 24.5
Other assets 2.8 2.7
---------- ----------
Total assets $ 811.4 $ 818.9
========== ==========
LIABILITIES
Policy liabilities and accruals $ 879.3 $ 899.2
Other liabilities 17.0 2.8
---------- ----------
Total liabilities $ 896.3 $ 902.0
========== ==========
<CAPTION>
(Unaudited) (Unaudited)
Quarter Six Months
Ended Ended
June 30, 1996 June 30, 1996
<S> <C> <C>
REVENUES
Premiums $ 10.9 $ 40.5
Net investment income 13.0 26.1
Net realized investment (losses)gains (0.2) 0.4
---------- ----------
Total revenues 23.7 67.0
---------- ----------
BENEFITS AND EXPENSES
Policy benefits 20.4 59.1
Policy acquisition expenses 0.7 1.6
Other operating expenses 0.0 0.3
---------- ----------
Total benefits and expenses 21.1 61.0
---------- ----------
Contribution from the Closed Block $ 2.6 $ 6.0
========== ==========
</TABLE>
Many expenses related to Closed Block operations are charged to
operations outside the Closed Block; accordingly, the contribution
from the Closed Block does not represent the actual profitability of
the Closed Block operations. Operating costs and expenses outside of
the Closed Block are, therefore, disproportionate to the business
outside the Closed Block.
4. Segment Information
The Company offers financial products and services in two major areas:
Risk Management and Retirement and Asset Management. Within these
broad areas, the Company operates principally in five segments.
The Risk Management group includes two segments: Regional Property and
Casualty and Corporate Risk Management Services. The Regional
Property and Casualty segment includes property and casualty insurance
products, such as automobile insurance, homeowners' insurance,
commercial multiple peril insurance, and workers' compensation
insurance. These products are offered by Allmerica P&C through its
operating subsidiaries, Hanover and Citizens. Substantially all of
the Regional Property and Casualty segment's earnings are generated in
Michigan and the Northeast (Connecticut, Massachusetts, New York, New
Jersey, New Hampshire, Rhode Island, Vermont and Maine). The
Corporate Risk Management Services segment, formerly known as the
Employee Benefit Services segment, includes group life and health
insurance products and services which assist employers in
administering employee benefit programs and in managing the related
risks.
The Retirement and Asset Management group includes three segments:
Retail Financial Services, Institutional Services and Allmerica Asset
Management. The Retail Financial Services segment, formerly known as
the Individual Financial Services segment, includes variable
annuities, variable universal life, traditional and health insurance
products distributed via retail channels to individuals across the
country. The Institutional Services segment includes primarily group
retirement products such as 401(k) plans, tax-sheltered annuities and
GIC contracts which are distributed to institutions across the country
via worksite marketing and other arrangements. Allmerica Asset
Management, formerly included in the results of the Institutional
Services segment, is a Registered Investment Advisor which provides
investment advisory services to other institutions, such as insurance
companies and pension plans.
In addition to the five operating segments, the Company also has a
Corporate segment, which consists primarily of Senior Debentures and a
portion of the net proceeds from the Company's initial public
offering.
Summarized below is financial information with respect to business
segments for the periods indicated.
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
Quarter Ended Six Months
June 30, June 30,
(In millions) 1996 1995 1996 1995
<S> <C> <C> <C> <C>
Revenues:
Risk Management
Regional Property and Casualty $ 532.3 $ 516.8 $1,095.6 $1,029.6
Corporate Risk
Management Services 89.6 78.1 176.4 153.8
--------- --------- --------- ---------
Subtotal 621.9 594.9 1,272.0 1,183.4
--------- --------- --------- ---------
Retirement and Asset Management
Retail Financial Services 113.4 118.3 220.5 260.3
Institutional Services 64.1 83.0 134.8 197.8
Allmerica Asset Management 3.5 1.2 4.5 2.1
--------- --------- --------- ---------
Subtotal 181.0 202.5 359.8 460.2
--------- --------- --------- --------
Corporate 0.8 0.0 1.3 0.0
Eliminations (3.4) (4.0) (4.4) (8.8)
--------- --------- --------- ---------
Total $ 800.3 $ 793.4 $1,628.7 $1,634.8
========= ========= ========= =========
Income (loss) from continuing
operations before income taxes:
Risk Management
Regional Property and Casualty $ 37.1 $ 50.9 $ 104.6 $ 94.6
Corporate Risk
Management Services 3.4 2.2 7.5 4.8
--------- --------- --------- ---------
Subtotal 40.5 53.1 112.1 99.4
Retirement and Asset Management
Retail Financial Services 20.2 7.9 35.1 15.8
Institutional Services 12.2 6.5 25.6 31.0
Allmerica Asset Management 0.2 0.6 0.5 1.1
--------- --------- --------- ---------
Subtotal 32.6 15.0 61.2 47.9
--------- --------- --------- ---------
Corporate (4.2) 0.0 (8.2) 0.0
--------- --------- --------- ---------
Total $ 68.9 $ 68.1 $ 165.1 $ 147.3
========= ========= ========= =========
<CAPTION>
(Unaudited) As of
As of June 30, December 31,
1996 1995
<S> <C> <C>
Identifiable assets:
Risk Management
Regional Property and Casualty $ 5,643.6 $ 5,741.8
Corporate Risk
Management Services 510.8 458.9
---------- ----------
Subtotal 6,154.4 6,200.7
---------- ----------
Retirement and Asset Management
Retail Financial Services 8,292.8 7,218.6
Institutional Services 4,015.2 4,280.9
Allmerica Asset Management 2.5 2.1
---------- ----------
Subtotal 12,310.5 11,501.6
---------- ----------
Corporate 41.2 55.4
---------- ----------
Total $18,506.1 $17,757.7
========== ==========
</TABLE>
PART I
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following analysis of the interim consolidated results of
operations and financial condition of the Company should be read in
conjunction with the interim Consolidated Financial Statements and
related footnotes included elsewhere herein.
INTRODUCTION
The results of operations for Allmerica Financial Corporation and
subsidiaries ("AFC" or "the Company") include the accounts of AFC,
First Allmerica Financial Life Insurance Company ("FAFLIC", formerly
State Mutual Life Assurance Company of America ["State Mutual"]), its
wholly owned life insurance subsidiary, Allmerica Financial Life
Insurance and Annuity Company ("AFLIAC", formerly SMA Life), Allmerica
Property & Casualty Companies, Inc. ("Allmerica P&C", a 59.5%-owned
non-insurance holding company), The Hanover Insurance Company
("Hanover", a wholly owned subsidiary of Allmerica P&C), Citizens
Corporation ("Citizens", an 82.5%-owned subsidiary of Hanover),
Citizens Insurance Company of America (a wholly owned subsidiary of
Citizens) and certain other insurance and non-insurance subsidiaries.
CLOSED BLOCK
On completion of its demutualization, FAFLIC established a Closed
Block for the payment of future benefits, policyholders' dividends and
certain expenses and taxes relating to certain classes of policies.
FAFLIC allocated to the Closed Block an amount of assets expected to
produce cash flows which, together with anticipated revenues from the
Closed Block business, are reasonably expected to be sufficient to
support the Closed Block business. The Closed Block includes only
those revenues, benefit payments, dividends and premium taxes
considered in funding the Closed Block and excludes many costs and
expenses associated with operating the Closed Block and administering
the policies included therein. Since many expenses related to the
Closed Block were excluded from the calculation of the Closed Block
contribution, the contribution from the Closed Block does not
represent the actual profitability of the Closed Block. As a result
of such exclusion, operating costs and expenses outside the Closed
Block are disproportionate to the business outside the Closed Block.
The contribution from the Closed Block is included in 'Other income'
in the interim Consolidated Financial Statements. The pre-tax
contribution from the Closed Block was $2.6 million for the quarter
ended and $6.0 million for the six months ended June 30,1996.
FAFLIC's conversion to a stock life insurance company, which was
completed October 16, 1995, and the establishment of the Closed Block
have affected the presentation of the Company's interim Consolidated
Financial Statements. For comparability with the prior period, the
following table presents the results of operations of the Closed Block
combined with the results of operations outside the Closed Block for
the quarter ended and the six months ended June 30, 1996.
Management's discussion and analysis addresses the results of
operations as combined unless otherwise noted.
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
Quarter Ended Six Months Ended
June 30, June 30,
(In millions) 1996 1995 1996 1995
<S> <C> <C> <C> <C>
REVENUES
Premiums $ 564.5 $ 546.1 $1,141.7 $1,112.9
Universal life and investment
product policy fees 48.5 42.6 95.0 83.7
Net investment income 179.8 178.7 354.0 361.2
Net realized investment gains 2.1 7.9 54.3 5.7
Realized gain on sale of
mutual fund processing business 0.0 0.0 0.0 20.7
Other income 26.4 18.1 44.6 50.6
--------- --------- --------- ---------
Total revenues 821.3 793.4 1,689.6 1,634.8
--------- --------- --------- ---------
BENEFITS, LOSSES AND EXPENSES
Policy benefits, claims, losses
and loss adjustment expenses 508.9 494.1 1,044.5 1,017.3
Policy acquisition expenses 121.7 120.1 242.3 235.4
Other operating expenses 121.8 111.1 237.7 234.8
--------- --------- --------- ---------
Total benefits, losses
and expenses 752.4 725.3 1,524.5 1,487.5
--------- --------- --------- ---------
Income before federal income taxes 68.9 68.1 165.1 147.3
--------- --------- --------- ---------
Federal income tax expense (benefit)
Current. 25.7 33.9 44.3 51.5
Deferred (13.1) (15.6) (7.5) (9.1)
--------- --------- --------- ---------
Total federal income
tax expense 12.6 18.3 36.8 42.4
--------- --------- --------- ---------
Income before minority interest
and extraordinary item 56.3 49.8 128.3 104.9
Minority interest (13.7) (19.9) (38.4) (35.8)
--------- --------- --------- ---------
Income before extraordinary item 42.6 29.9 89.9 69.1
Extraordinary item -
demutualization expenses 0.0 (3.5) 0.0 (6.0)
--------- --------- --------- ---------
Net Income $ 42.6 $ 26.4 $ 89.9 $ 63.1
========= ========= ========= =========
</TABLE>
Results of Operations
Consolidated Overview
Quarter Ended June 30, 1996 Compared to Quarter Ended June 30 ,1995
The Company's consolidated net income for the second quarter increased
$16.2 million, or 61.4%, to $42.6 million, compared to the same period
in 1995. Net income includes certain items which management believes
are not indicative of overall operating trends.
The following table reflects consolidated net income adjusted for
these items, all net of taxes and minority interest.
<TABLE>
<CAPTION>
(Unaudited)
Quarter Ended
June 30,
(In millions) 1996 1995
<S> <C> <C>
Net income $ 42.6 $ 26.4
Adjustments:
Net realized investment gains (1.5) (3.7)
Contingency payment from sale of
mutual fund processing business (2.1) 0.0
Extraordinary item -
demutualization expenses 0.0 3.5
Differential earnings
tax adjustment (5.9) 0.5
--------- ---------
Adjusted net income $ 33.1 $ 26.7
</TABLE>
The Company's adjusted net income increased $6.4 million, or 24.0%, to
$33.1 million in the second quarter of 1996, compared to the same
period in 1995. This increase is primarily attributable to an
increase of $12.7 million in the Retail Financial Services segment,
partially offset by a decrease of $3.3 million in the Regional
Property and Casualty segment. Additionally, adjusted net losses in
the Corporate segment were $4.0 million in the quarter ended June 30,
1996 primarily due to the interest expense on the Company's 7 5/8%
Senior Debentures issued in October 1995. The increase in the Retail
Financial Services segment relates primarily to increased variable
products' fee revenue and income earned on proceeds from the Company's
October, 1995 inital public offering. The decrease in the Regional
Property and Casualty segment is primarily attributable to severe
weather-related claims during the second quarter of 1996.
Premium revenue increased $18.4 million, or 3.4%, to $564.5 million in
the second quarter of 1996. Premiums in the Regional Property and
Casualty segment increased $8.9 million, or 1.9%, to $469.7 million
due to modest increases in policies in force in the personal
automobile and homeowners' lines at Hanover and to price increases in
various lines at both Hanover and Citizens. Additionally, premiums
in the Corporate Risk Management Services segment increased $8.4
million, or 12.7%, to $75.1 million due to increases in group dental,
group life, disability and reinsurance coverages totaling $6.4 million
as well as increases of $1.8 in risk sharing and stop loss products.
Universal life and investment-type product policy fees increased $5.9
million, or 13.8%, to $48.5 during the second quarter of 1996. This
reflected additional deposits and appreciation on variable products
account balances.
Net realized gains on investments decreased $5.8 million, or 73.4%, to
$2.1 million in the second quarter of 1996 primarily due to second
quarter losses of $4.6 million on the sale of fixed maturity
investments.
Other income increased $8.3 million to $26.4 million for the quarter
ended June 30, 1996. This increase was primarily attributable to $3.3
million related to the sale of the mutual fund processing business in
1996, a $2.0 million increase in retail investment management income
and a $1.9 million increase from administrative services only ("ASO") fees.
Policy benefits, claims, losses and loss adjustment expenses ("LAE") increased
$14.8 million, or 3.0% to $508.9 million during the second quarter of 1996.
This increase is primarily attributable to a $22.4 million, or 7.0%,
increase in losses and LAE in the Company's Regional Property and
Casualty segment as a result of catastrophe losses and severe weather
during the second quarter of 1996, primarily at Citizens.
Additionally, an increase of $5.8 million, or 9.0% in the Retail
Financial Services segment is primarily attributable to a $4.8 million
adjustment to the traditional life insurance product line in the
second quarter of 1995 for the cession of substantially all of the
Company's term life insurance business. Corporate Risk Management
Services benefits increased $4.4 million, or 8.9% in the second
quarter of 1996 principally due to product growth. These increases
were partially offset by decreased policy benefits of $17.7 million,
or 30.4%, in the Institutional Services segment primarily attributable
to the continuing decline of Guaranteed Investment Contracts ("GICs")
during 1996.
Other operating expenses increased $10.7 million, or 9.6%, to $121.8
million in the second quarter of 1996 compared to the same period in
1995 primarily due to increased expenses in the Corporate Risk
Management Services and Corporate segments. Other operating expenses
in the Corporate Risk Management Services segment increased $5.9
million, or 22.6%, to $32.0 million in the second quarter of 1996 as a
result of increased commissions and sales incentives, increased claims
processing expenses to cover growth in claims volume and increased
premium taxes. Additionally, the Company incurred $4.5 million of
other operating expenses in the Corporate segment in the second
quarter of 1996, principally related to interest paid on the Company's
Senior Debentures.
Federal income tax expense increased $5.7 million in the second
quarter of 1996, while the effective tax rate decreased from 26.9% to
18.3% in the same period. For the life insurance subsidiaries, a
decrease from 47.7% to 19.6% resulted primarily from a differential
earnings charge of $0.5 million during the second quarter of 1995
compared to a differential earnings benefit of $5.9 million for the
same period in 1996. For the Regional Property and Casualty
subsidiaries, a slight decrease from 19.8% to 17.3% reflects a higher
underwriting loss and a greater proportion of pre-tax income from
tax-exempt bonds in 1996 than in the second quarter of 1995.
Six Months Ended June 30, 1996 Compared to Six Months Ended June 30,
1995
The Company's consolidated net income for the six months ended June
30, 1996 increased $26.8 million, or 42.5%, to $89.9 million, compared
to the same period in 1995. Net income includes certain items which
management believes are not indicative of overall operating trends.
The following table reflects consolidated net income adjusted for
these items, all net of taxes and minority interest.
<TABLE>
<CAPTION>
(Unaudited)
Six Months Ended
June 30,
(In millions) 1996 1995
<S> <C> <C>
Net income $ 89.9 $ 63.1
Adjustments:
Net realized investment gains (22.3) (2.4)
Net gain on disposal of business 0.0 (13.4)
Contingency payment from sale of
mutual fund processing business (3.1) 0.0
Extraordinary item -
demutualization expenses 0.0 6.0
Differential earnings
tax adjustment (5.9) 1.3
--------- ---------
Adjusted net income $ 58.6 $ 54.6
========= =========
</TABLE>
The increase in adjusted net income of $4.0 million is primarily
attributable to an increase of $16.8 million in the Retail Financial
Services segment, partially offset by a decrease of $9.3 million in
the Regional Property and Casualty segment. The increase in the
Retail Financial Services segment resulted primarily from increased
fees from strong variable product growth and income earned on proceeds
from the Company's October, 1995 inital public offering. These
increases were partially offset by a decrease in the Regional Property
and Casualty segment primarily due to severe weather-related claims
during the first six months of 1996.
Premium revenue increased $28.8 million, or 2.6%, to $1,141.7 million
during the first six months of 1996. Property and casualty premiums
earned increased $18.2 million, or 2.0%, to $934.8 million, as a
result of modest increases in policies in force in the personal
automobile and homeowners' lines at Hanover, and to price increases in
Hanover's homeowners' line and Citizens' personal automobile and
homeowners' lines. Premiums in the Corporate Risk Management Services
segment increased $16.9 million, or 12.8%, to $148.9 million due to an
$11.6 million increase in group life, group dental, and reinsurance
coverages in addition to an increase of $5.1 million in risk sharing
and stop loss products. Premiums in the Retail Financial Services
segment decreased $6.2 million, or 9.7%, to $58.0 million, primarily
reflecting the Company's shift in focus from traditional life
insurance products to variable life insurance and annuity products.
Universal life and investment product policy fees increased $11.3
million, or 13.5%, to $95.0 million during the first six months of
1996. This resulted from additional deposits and appreciation on
variable products account balances.
Net investment income before taxes decreased $7.2 million, or 2.0%, to
$354.0 million during the first six months of 1996. This decrease
primarily reflects a reduction in invested assets due to declining GIC
deposits resulting in a decline in investment income of $27.2 million.
Since March 1995, when S&P lowered the claims-paying ratings of
FAFLIC and AFLIAC to A+ (Good), sales of traditional GICs have
substantially ceased. This decrease was partially offset by
approximately $10.5 million of income on proceeds from the Company's
initial public offering and from the issuance of Senior Debentures in
October 1995. The average gross yield of the fixed maturity
investment portfolio decreased from 7.3% in the first six months of
1995 to 7.1% for the same period in 1996.
Net realized gains on investments were $54.3 million and $5.7 million,
before taxes and, $35.3 million and $3.7 million, after taxes in the
first half of 1996 and 1995, respectively. In 1996, the Regional
Property and Casualty segment revised its investment strategy,
resulting in the sale of a substantial portion of its equity portfolio
and the purchase of tax-exempt securities. Consequently, Regional
Property and Casualty segment realized gains increased $28.6 million,
to $30.9 million on an after-tax basis for the six months ended June
30, 1996. These sales are consistent with the segment's strategy to
maximize after-tax net investment income.
Results in the first six months of 1995 included a $20.7 million
pre-tax gain from the March 1995 sale of the Company's mutual fund
processing business.
Other income decreased $6.0 million, or 11.9%, to $44.6 million in the
first six months of 1996. This change was primarily attributable to a
decrease of $13.5 million in the Institutional Services segment,
partially offset by increases of $3.5 million and $3.6 million in the
Retail Financial Services and Corporate Risk Management Services
segments, respectively. The decrease in the Institutional Services
segment's other income resulted primarily from the sale of the mutual
fund processing business in March of 1995 which had contributed
revenues of approximately $13.0 million in that year. This decrease
was partially offset by the 1996 receipt of a non-recurring $4.8
million pre-tax contingent payment related to the sale. The increase
in other income from the Retail Financial Services segment was
primarily attributable to increased investment management income. The
increase attributable to the Corporate Risk Management Services
segment resulted primarily from increases in ASO contract fees.
Policy benefits, claims, losses and loss adjustment expenses increased
$27.2 million, or 2.7% to $1,044.5 million during the first six months
of 1996. This increase is primarily attributable to a $48.3 million,
or 7.5%, increase in losses and LAE in the Company's Regional Property and
Casualty segment as a result of catastrophe losses and severe weather during
the first six months of 1996. Additionally, a $9.4 million, or 9.8%, increase
in the Corporate Risk Management Services segment resulted primarily from
product growth, partially offset by favorable claims experience.
These increases were partially offset by decreased policy benefits of
$31.2 million, or 26.7%, in the Institutional Services segment
primarily resulting from the continuing decline GICs during 1996.
Policy acquisition expenses consist primarily of commissions, premium
taxes and other policy issuance costs. Policy acquisition expenses
increased $6.9 million, or 2.9%, to $242.3 million during the first
six months of 1996. This was primarily due to an increase of $9.0
million, or 4.5%, to $210.5 million in the Regional Property and
Casualty segment reflecting growth in net premiums earned.
Other operating expenses increased $2.9 million, or 1.2%, to $237.7
million in the first six months of 1996 compared to the same period in
1995 primarily due to increased expenses in the Corporate Risk
Management Services and Corporate segments. Other operating expenses
in the Corporate Risk Management Services segment increased $10.3
million, or 20.0%, to $61.9 million in 1996 as a result of increased
commissions and sales incentives, increased claims processing expenses
to cover growth in claims volume and increased premium taxes.
Additionally, the Company incurred $9.5 million of other operating
expenses in the Corporate segment in the first six months of 1996,
principally related to interest paid on the Company's Senior
Debentures. These increases were partially offset by a decrease of
$17.4 million in the Institutional services segment related to the
sale of the mutual fund processing business in March 1995.
Federal income tax expense decreased $5.6 million in the first six
months of 1996, while the effective tax rate decreased from 28.8% to
22.31% in the same period. For the life insurance subsidiaries, a
decrease from 44.3% to 27.7% resulted primarily from a differential
earnings benefit of $5.9 million in the first half of 1996 versus a
differential earnings charge in the first half of 1995. For the
property and casualty subsidiaries, a slight decrease from 20.1% to
19.2% resulted from a higher underwriting loss and a greater
proportion of pre-tax income from tax-exempt bonds in the first half
of 1996.
Segment Results
The following is management's discussion and analysis of the Company's
results of operations by business segment. The Company offers
financial products and services in two major areas: Risk Management
and Retirement and Asset Management. Within these broad areas, the
Company conducts business principally in five operating segments.
These segments are Regional Property and Casualty; Corporate Risk
Management Services; Retail Financial Services; Institutional
Services; and Allmerica Asset Management. The Regional Property and
Casualty segment consists of the Company's 59.5% ownership of
Allmerica P&C; however, all property and casualty results presented
include 100% of Allmerica P&C's pre-tax results of operations,
consistent with the presentation in the Company's consolidated
financial statements. The other segments are all owned and operated
by FAFLIC and its wholly owned subsidiaries.
In addition to the five operating segments, the Company also has a
Corporate segment, which consists primarily of Senior Debentures and a
portion of the net proceeds from the Company's initial public
offering. These proceeds are invested in fixed maturities at June 30,
1996.
Risk Management
Regional Property and Casualty
The following table summarizes the results of operations for the
Regional Property and Casualty segment for the periods indicated.
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
Quarter Ended Six Months Ended
June 30, June 30,
(In millions) 1996 1995 1996 1995
<S> <C> <C> <C> <C>
Revenues
Net premiums earned...... $ 469.7 $ 460.8 $ 934.8 $ 916.6
Net investment income 56.3 51.0 108.6 104.0
Net realized gains 2.0 4.6 47.5 4.6
Other income 4.3 0.4 4.7 4.4
--------- --------- --------- ---------
Total revenues 532.3 516.8 1,095.6 1,029.6
Losses and LAE <FN1> 343.6 321.2 692.9 644.6
Policy acquisition and other
operating expenses 151.6 144.7 298.1 290.4
--------- --------- --------- ---------
Income before taxes $ 37.1 $ 50.9 $ 104.6 $ 94.6
========= ========= ========= =========
<FN>
<FN1>
Includes policyholders' dividends of $5.0 million and $4.4
million for the six months ended June 30, 1996 and 1995, respectively,
and $1.9 million and $2.8 million for the quarters ended June 30, 1996
and 1995, respectively.
</FN>
</TABLE>
Quarter Ended June 30, 1996 Compared to Quarter Ended June 30, 1995
INCOME BEFORE TAXES
Income before taxes decreased $13.8 million, to $37.1 million in the
second quarter of 1996, compared to the same period in 1995. Excluding
realized gains and losses, income before taxes decreased $11.2
million, to $35.1 million in the second quarter of 1996. The decrease
in income before taxes is primarily attributable to a $23.3 million
increase in losses and loss adjustment expenses to $341.7
million in the second quarter of 1996 as a result of increased
catastrophes, primarily at Citizens. Catastrophe losses in the second
quarter of 1996 were $24.3 million, compared to $14.3 million in the
second quarter of 1995. Net investment income increased $5.3 million,
or 10.4%, to $56.3 million. This increase resulted primarily from an
increase in debt securities and higher average yields on these
securities. The second quarter of 1995 was also impacted by a $2.4
million charge related to the pre-refunding of municipal bonds.
LINES OF BUSINESS RESULTS
Personal Lines of Business
The personal lines of business represented 60.7% and 59.7% of total
net premiums earned in the second quarter of 1996 and 1995,
respectively.
<TABLE>
<CAPTION>
Hanover Citizens Consolidated
For the Quarters Ended 1996 1995 1996 1995 1996 1995
June 30 (In millions)
<S> <C> <C> <C> <C> <C> <C>
Net premiums earned $147.7 $141.6 $137.2 $133.7 $284.9 $275.3
Losses and loss
adjustment expenses 97.3 92.5 104.2 94.2 201.5 186.7
Policy acquisition and other
underwriting expenses 50.3 42.7 36.2 36.5 86.5 79.2
------- ------- ------- ------- ------- -------
Underwriting (loss) profit $ 0.1 $ 6.4 $ (3.2) $ 3.0 $ (3.1) $ 9.4
======= ======= ======= ======= ======= =======
</TABLE>
Revenues
Personal lines of business net premiums earned increased $9.6
million, or 3.5%, to $284.9 million during the second quarter of 1996,
compared to $275.3 million in the second quarter of 1995. Hanover's
personal lines of business net premiums earned increased $6.1 million,
or 4.3%, to $147.7 million during the second quarter of 1996. This
increase is attributable to modest increases in policies in force in
the personal automobile and homeowners lines, primarily as a result of
growth in group business and in expansion states, and price increases
in the homeowners line. Citizens' personal lines of business net
premiums earned increased $3.5 million, or 2.6%, to $137.2 million in
the second quarter of 1996. This increase is primarily attributable
to price increases in the personal automobile and homeowners lines.
Underwriting Results
The personal lines of business underwriting profit decreased $12.5
million, to a loss of $3.1 million in the second quarter of 1996.
Hanover's underwriting profit decreased $6.3 million, while Citizens'
decreased $6.2 million to a loss of $3.2 million.
The decrease in Hanover's underwriting profit resulted primarily from
a $7.6 million, or 17.8%, increase in policy acquisition and other
underwriting expenses to $50.3 million in the second quarter of 1996.
This increase is primarily attributable to increases in net earned
premium, a $1.5 million increase in group business expenses and a $1.7
million increase in expenses associated with the policy administration
technology project.
Citizens' decrease in underwriting profit is primarily attributable to
a $13.6 million increase in catastrophe losses during the second
quarter of 1996. This resulted in a $10.0 million, or 10.6% increase
in losses and LAE to $104.2 million. This was partially offset by
favorable claims activity in both the current and prior accident years
in the personal automobile line attributable to improvements in
severity. Citizens did not incur any catastrophe losses in the second
quarter of 1995.
Policy acquisition and other underwriting expenses at Citizens
decreased $0.3 million, to $36.2 million in the second quarter of
1996. The decrease is primarily attributable to decreases in employee
related expenses and contingent commissions, partially offset by the
effect of increases in net earned premium.
Commercial Lines of Business
The commercial lines of business represented 39.3% and 40.3% of total
net premiums earned in the second quarter of 1996 and 1995,
respectively.
<TABLE>
<CAPTION>
Hanover Citizens Consolidated
For the Quarters Ended 1996 1995 1996 1995 1996 1995
June 30 (In millions)
<S> <C> <C> <C> <C> <C> <C>
Net premiums earned $110.9 $116.0 $ 73.9 $ 69.5 $184.8 $185.5
Losses and loss
adjustment expenses 80.4 85.5 59.8 46.2 140.2 131.7
Policy acquisition and other
underwriting expenses 44.4 48.8 16.2 16.7 60.6 65.5
Policyholders' dividends 0.1 1.2 1.8 1.6 1.9 2.8
------- ------- ------- ------- ------- -------
Underwriting (loss) profit $(14.0) $(19.5) $ (3.9) $ 5.0 $(17.9) $(14.5)
======= ======= ======= ======= ======= =======
</TABLE>
Revenues
Commercial lines of business net premiums earned decreased $0.7
million, to $184.8 million in the second quarter of 1996. Hanover's
commercial lines of business net premiums earned decreased $5.1
million, or 4.4%, to $110.9 million. This decrease is primarily
attributable to Hanover's withdrawal from a large voluntary pool on
December 1, 1995 and to competitive market conditions in these lines
of business. Rate decreases in all commercial lines and decreases in
policies in force in the commercial multiple peril line also
contributed to the decrease in net earned premium at Hanover.
Citizens' commercial lines of business net premiums earned increased
$4.4 million, or 6.3%, to $73.9 million in the second quarter of 1996.
This increase is primarily attributable to a 5.8% increase in
policies in force in the commercial multiple peril line since December
31, 1995. This increase was partially offset by rate decreases in the
workers' compensation line as a result of continuing competition in
this line in Michigan. Rates in the workers' compensation line were
decreased 8.5%, 7.0% and 6.4% effective May 1, 1995, December 1, 1995,
and June 1, 1996, respectively.
Continued competitive conditions in the workers' compensation line at
both Hanover and Citizens may result in future price decreases that
will impact growth in this line. In addition, Hanover's premium growth
in the commercial lines of business may be impacted by continued
competitive pricing in 1996 as a result of soft market conditions
combined with Hanover's effort to maintain its current underwriting
standards.
Underwriting Results
The commercial lines of business underwriting loss increased $3.4
million, or 23.4%, to a loss of $17.9 million in the second quarter of
1996. Hanover's underwriting loss improved $5.5 million, or 28.2%, to
a loss of $14.0 million, while Citizens' underwriting profit decreased
$8.9 million, to a loss of $3.9 million in the second quarter of
1996.
Hanover's commercial lines of business losses and LAE decreased $5.1
million, or 6.0%, to $80.4 million in the second quarter of 1996. This
improvement is primarily attributable to a decrease of $8.3 million,
resulting from the withdrawal of a major voluntary pool and a $5.3
million decrease in the commercial automobile line as a result of
favorable claims experience on the current and prior years. This was
partially offset by a $11.2 million increase in losses and LAE in the
workers' compensation line reflecting increased claim frequency and
severity.
Citizens' underwriting loss resulted primarily from increased loss
frequency in the commercial multiple peril line and a $2.3 million
increase in catastrophe losses in this line. Losses and LAE in the
commercial multiple peril line increased $6.0 million, or 44.4%, to
$19.5 million. There were no catastrophe losses in the commercial
lines of business in the second quarter of 1995.
Policy acquisition and other underwriting expenses in the commercial
lines of business decreased $4.9 million, or 7.5%, to $60.6 million
in the second quarter of 1996. Hanover's policy acquisition and other
underwriting expenses decreased $4.4 million, or 9.0%, to $44.4
million, primarily attributable to a $6.5 million decrease in expenses
associated with a change in estimate in deferred expenses during the
second quarter of 1996, and the effect of decreases in net earned
premium. Hanover revised its estimate of deferred acquisition costs
during the quarter to reflect changes in variable underwriting
expenses. This was partially offset by a $1.2 million increase
associated with the policy administration technology project.
Citizens' policy acquisition and other underwriting expenses decreased
$0.5 million, or 3.0%, to $16.2 million, resulting from decreases in
employee related expenses and contingent commissions, partially offset
by the effect of increases in net earned premium.
Investment results
Net investment income before taxes increased $5.3 million, to $56.3
million in 1996 compared to $51.0 million in the comparable quarter of
1995. This increase primarily reflects an increase in average invested assets
and a higher level of debt securities in the portfolio. Net investment income
in 1995 was adversely impacted by a $2.4 million charge related to the pre-
refunding of municipal bond securities. Average yields on debt securities
increased from 6.2% in the second quarter of 1995 to 6.4% in the comparable
1996 quarter. Net investment income after taxes increased $4.3 million, to
$46.2 million. During the first quarter of 1996, the Company revised its
investment strategy, resulting in the sale of a substantial portion of
this segment's equity portfolio and the purchase of tax-exempt
securities. This is consistent with the Company's strategy of
maximizing after-tax net investment income. This segment had realized
gains of $2.0 million during the second quarter of 1996 compared to
realized gains of $4.6 million in the second quarter of 1995.
Six Months Ended June 30, 1996 Compared to Six Months Ended June 30,
1995
INCOME BEFORE TAXES
Income before taxes for the six months ended June 30, 1996 increased
$10.0 million, or 10.6%, to $104.6 million, compared to the same
period in 1995. The increase in income before taxes is primarily
attributable to a $42.9 million increase in realized gains, primarily
related to the sale of equity securities. This increase reflects the
Company's decision during the first quarter of 1996 to increase the
proportion of debt securities in the Regional Property and Casualty
segment's portfolio. Excluding net realized gains, income before
taxes decreased $32.9 million, to $57.1 million for the six months
ended June 30, 1996. Income before taxes in the six month period of
1996 was significantly impacted by catastrophes and other severe
weather related losses. This resulted in a $47.7 million increase in
losses and loss adjustment expenses to $687.9 million in the six
months ended June 30, 1996. Catastrophe losses in the six months ended
June 30, 1996 were $54.3 million, compared to $16.3 million in the
comparable 1995 period. This was partially offset by favorable claims
experience on current and prior accident years, primarily at Citizens,
primarily in the personal automobile and workers' compensation lines.
Net investment income increased $4.6 million, or 4.4%, to $108.6
million. This increase reflects an increase in debt securities
resulting from the Company's strategy to reduce the level of equity
securities in the Regional Property and Casualty segment's portfolio,
which was implemented during the first quarter of 1996. The six month
results were also impacted by a $2.4 million charge related to the
pre-refunding of municipal bonds.
LINES OF BUSINESS RESULTS
Personal Lines of Business
The personal lines of business represented 60.5% and 59.3% of total
net premiums earned in the six months ended June 30, 1996 and 1995,
respectively.
<TABLE>
<CAPTION>
Hanover Citizens Consolidated
For the Six Months Ended 1996 1995 1996 1995 1996 1995
June 30 (In millions)
<S> <C> <C> <C> <C> <C> <C>
Net premiums earned $292.8 $280.8 $272.3 $263.0 $565.1 $543.8
Losses and loss
adjustment expenses 213.6 184.6 211.6 198.8 425.2 383.4
Policy acquisition and other
underwriting expenses 99.3 88.1 72.6 72.8 171.9 160.9
------- ------- ------- ------- ------- -------
Underwriting (loss) profit $(20.1) $ 8.1 $(11.9) $ (8.6) $(32.0) $ (0.5)
======= ======= ======= ======= ======= =======
</TABLE>
Revenues
Personal lines of business net premiums earned for the six months
ended June 30, 1996 increased $21.3 million, or 3.9%, to $565.1
million, compared to $543.8 million in the same period of 1995.
Hanover's personal lines of business net premiums earned increased
$12.0 million, or 4.3%, to $292.8 million during the six months ended
June 30, 1996. This increase is primarily attributable to modest
increases in policies in force in the personal automobile and
homeowners lines and price increases in the homeowners line. Citizens'
personal lines of business net premiums earned increased $9.3 million,
or 3.5%, to $272.3 million in the six months ended June 30, 1996.
This increase is primarily attributable to price increases in the
personal automobile and homeowners lines.
Underwriting Results
The personal lines of business underwriting loss for the six months
ended June 30, 1996 increased $31.5 million, to a loss of $32.0
million. Hanover's underwriting loss increased $28.2 million, while
Citizens' increased $3.3 million.
Hanover's personal lines of business losses and LAE increased $29.0
million, or 15.7%, to $213.6 million in the six months ended June 30,
1996. This increase is primarily attributable to a $19.0 million
increase in losses and LAE in the homeowners line, resulting from
increased catastrophes during the period. Catastrophe losses in the
personal lines of business increased $13.4 million, to $22.1 million
in the six months ended June 30, 1996 from $8.7 million during the
comparable 1995 period.
Citizens' underwriting loss increased primarily as a result of a $17.7
million increase in catastrophe losses. This resulted in a $24.9
million increase in losses and LAE in the homeowners line. Favorable
claims experience on current and prior years resulted in a $12.7
million decrease in losses and LAE in the personal automobile line.
There were no catastrophe losses in the personal lines of business
during the six month period ended June 30, 1995.
Policy acquisition and other underwriting expenses in the personal
lines of business increased $11.0 million, or 6.8%, to $171.9 million
in the six months ended June 30, 1996. This increase is primarily
attributable to an increase of $11.2 million, or 12.7%, to $99.3
million at Hanover for the six months ended June 30, 1996. This
increase is due to the effect of increases in net earned premium, a
$3.0 million increase in group business expenses, a $2.0 million
increase in commissions and a $1.8 million increase in expenses
associated with the policy administration technology project. Policy
acquisition and other underwriting expenses in the personal lines of
business at Citizens decreased $0.2 million, to $72.6 million for the
six months ended June 30, 1996. This decrease is primarily
attributable to decreases in employee related expenses and contingent
commissions, partially offset by the effect of increases in net earned
premium.
Commercial Lines of Business
The commercial lines of business represented 39.5% and 40.7% of total
net premiums earned in the six months ended June 30, 1996 and 1995,
respectively.
<TABLE>
<CAPTION>
Hanover Citizens Consolidated
For the Six Months Ended 1996 1995 1996 1995 1996 1995
June 30 (In millions)
<S> <C> <C> <C> <C> <C> <C>
Net premiums earned $226.4 $237.6 $143.3 $135.2 $369.7 $372.8
Losses and loss
adjustment expenses 154.8 169.5 107.9 87.3 262.7 256.8
Policy acquisition and other
underwriting expenses 88.1 94.7 33.6 34.8 121.7 129.5
Policyholders' dividends 1.4 1.7 3.6 2.7 5.0 4.4
------- ------- ------- ------- ------- -------
Underwriting (loss) profit $(17.9) $(28.3) $ (1.8) $ 10.4 $(19.7) $(17.9)
======= ======= ======= ======= ======= =======
</TABLE>
Revenues
Commercial lines of business net premiums earned for the six months
ended June 30, 1996 decreased $3.1 million, or 1.0%, to $369.7
million. Hanover's commercial lines of business net premiums earned
decreased $11.2 million, or 4.7%, to $226.4 million. This decrease is
primarily attributable to Hanover's withdrawal from a large voluntary
pool on December 1, 1995. Rate decreases in all commercial lines and
decreases in policies in force in the commercial multiple peril line
also contributed to the decrease in net earned premium at Hanover.
Citizens' commercial lines of business net premiums earned increased
$8.1 million, or 6.0%, to $143.3 million in the six months ended June
30, 1996. The increase is primarily attributable to a 5.8% increase in
policies in force in the commercial multiple peril line since December
31, 1995. Rates in the workers' compensation line were decreased
8.5%, 7.0% and 6.4% effective May 1, 1995, December 1, 1995, and June
1, 1996, respectively.
Underwriting Results
The commercial lines of business underwriting loss for the six months
ended June 30, 1996 increased $1.8 million, or 10.1% to a loss of
$19.7 million. Hanover's underwriting loss improved $10.4 million, or
36.7%, to a loss of $17.9 million and Citizens' underwriting profit
decreased $12.2 million, to a loss of $1.8 million in the six months
ended June 30, 1996.
Hanover's commercial lines of business losses and LAE decreased $14.7
million, or 8.7%, to $154.8 million in the six months ended June 30,
1996. This improvement is primarily attributable to a decrease of
$12.1 million in the commercial automobile line as a result of
favorable claims experience on the current and prior years and an $8.9
million decrease in losses in LAE resulting from the withdrawal of a
large voluntary pool. However, losses and LAE in the commercial
multiple peril lines increased $5.9 million, to $80.7 million,
primarily due to an increase in catastrophes from $5.0 million in 1995
to $7.9 million in 1996, and to increased severity in this line.
Citizens' underwriting profit decreased primarily due to increased
claims activity in the commercial multiple peril line, resulting from
severe weather and catastrophe losses which adversely impacted this
line. Commercial multiple peril losses and LAE increased $12.5
million, or 63.1%, to $32.3 million in the six months ended June 30,
1996. Catastrophe losses were $3.0 million in these lines of business
during the six months ended June 30, 1996. There were no catastrophe
losses in this lines of business for the comparable period of 1995.
Policy acquisition and other underwriting expenses in the commercial
lines of business decreased $7.8 million, or 6.0%, to $121.7 million
in the six months ended June 30, 1996. Hanover's policy acquisition
expenses and other underwriting expenses decreased $6.6 million, or
7.0%, to $88.1 million, primarily attributable to a $5.2 million
decrease in expenses associated with a change in estimate in deferred
expenses during the second quarter of 1996, and by the effect of
decreases in net earned premium. Hanover revised its estimate of
deferred acquisition costs during the quarter to reflect changes in
variable underwriting expenses. This was partially offset by a $1.2
million increase associated with the policy administration technology
project. Citizens' policy acquisition and other underwriting expenses
in the commercial lines of business decreased $1.2 million, or 3.4%,
to $33.6 million, primarily attributable to decreases in employee
related expenses and contingent commissions, partially offset by the
effect of increases in net earned premium.
INVESTMENT RESULTS
Net investment income before taxes increased $4.6 million, or 4.4%,
to $108.6 million during the first six months of 1996 compared to
$104.0 million in the comparable period of 1995. This increase primarily
reflects an increase in average invested assets and a higher level of debt
securities in the portfolio. Net investment income in 1995 was adversely
impacted by a $2.4 million charge related to the pre-refunding of municipal
bond securities. Average yields on debt securities decreased from 6.3% in the
six months ended June 30, 1995 to 6.2% in 1996. Net investment income after
taxes increased $4.6 million, to $90.1 million, primarily attributable to the
increase in tax-exempt debt securities. During the first quarter of 1996,
the Company revised its investment strategy, resulting in the sale of a
substantial portion of this segment's equity portfolio and the
purchase of tax-exempt securities. This is consistent with the
Company's strategy of maximizing after-tax net investment income. As a
result of the sale of equity securities, the Regional Property and
Casualty segment had realized gains of $47.5 million during the six
months ended June 30, 1996, compared to realized gains of $4.6 million
in 1995.
RESERVE FOR LOSSES AND LOSS ADJUSTMENT EXPENSES
The Regional Property and Casualty segment regularly updates its
reserve estimates as new information becomes available and further
events occur which may impact the resolution of unsettled claims.
Changes in prior reserve estimates are reflected in results of
operations in the year such changes are determined to be needed and
recorded. The table below provides a reconciliation of the beginning
and ending reserve for unpaid losses and LAE as follows:
<TABLE>
<CAPTION>
For the six months ended June 30, (In millions) 1996 1995
<S> <C> <C>
Reserve for losses and LAE, beginning of period $ 2,896.0 $ 2,821.7
Incurred losses and LAE, net of
reinsurance recoverable:
Provision for insured events of the current year 743.6 685.6
Decrease in provision for insured events
of prior years (55.7) (45.4)
---------- ----------
Total incurred losses and LAE 687.9 640.2
---------- ----------
Payments, net of reinsurance recoverable:
Losses and LAE attributable to insured
events of current year 300.9 236.5
Losses and LAE attributable to insured
events of prior years . 386.1 365.2
---------- ----------
Total payments 687.0 601.7
---------- ----------
Change in reinsurance recoverable on unpaid losses (31.8) (3.7)
---------- ----------
Reserve for losses and LAE, end of period $2,865.1 $ 2,856.5
========== ==========
</TABLE>
As part of an ongoing process, the reserves have been re-estimated for
all prior accident years and were decreased by $55.7 million and $45.4
million for the six month periods ended June 30, 1996 and 1995,
respectively. The increase in favorable development on prior years'
loss reserves of $10.3 million results primarily from a $7.3 million
increase in favorable development at Citizens to $14.3 million. The
favorable reserve development at Citizens in 1996 primarily reflects
reduced medical costs in the personal automobile line. Hanover's
favorable development remained relatively stable at $41.4 million
during the six months ended June 30, 1996. Hanover continues to
experience favorable development in the personal automobile, workers'
compensation and commercial automobile lines. However, the commercial
multiple peril line continues to develop unfavorably.
Corporate Risk Management Services
The following table summarizes the results of operations for the
Corporate Risk Management Services ("CRMS") lines of business for the
periods indicated.
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
Quarter Ended Six Months Ended
June 30, June 30,
(In millions) 1996 1995 1996 1995
<S> <C> <C> <C> <C>
Premiums and premium equivalents
Premiums $ 75.1 $ 66.7 $ 148.9 $ 132.0
Premium equivalents 143.9 124.0 286.5 249.1
--------- --------- --------- ---------
Total premiums and
premium equivalents $ 219.0 $ 190.7 $ 435.4 $ 381.1
========= ========= ========= =========
Revenues
Premiums $ 75.1 $ 66.7 $ 148.9 $ 132.0
Net investment income 5.4 4.2 10.2 7.9
Net realized (losses) gains 0.2 0.2 0.1 0.3
Other income 8.9 7.0 17.2 13.6
--------- --------- --------- ---------
Total revenues 89.6 78.1 176.4 153.8
Policy benefits, claims and losses 53.5 49.2 105.5 96.1
Policy acquisition expenses 0.7 0.6 1.5 1.3
Other operating expenses 32.0 26.1 61.9 51.6
--------- --------- --------- ---------
Income before taxes $ 3.4 $ 2.2 $ 7.5 $ 4.8
========= ========= ========= =========
</TABLE>
Quarter Ended June 30, 1996 Compared to Quarter Ended June 30, 1995
Income before taxes increased $1.2 million, or 54.5%, to $3.4 million
in the second quarter of 1996 compared to the second quarter of 1995.
This increase was primarily attributable to premium growth in the
Company's risk sharing, non-medical, and administrative services only
product lines, partially offset by increases in benefits and
claims expenses and other operating expenses.
Premiums increased $8.4 million, or 12.6%, to $75.1 million in the
second quarter of 1996 primarily due to increases in group dental,
group life, stop loss, reinsurance and risk sharing product lines
totaling $7.2 million.
Net investment income increased $1.2 million, or 28.6%, to $5.4
million in the second quarter of 1996 due to growth in invested
assets.
Other income increased $1.9 million, or 27.1%, to $8.9 million in the
second quarter of 1996 due primarily to an increase in fees from ASO
contracts.
Policy benefits, claims and losses increased $4.3 million, or 8.7%, to
$53.5 million in the second quarter of 1996 compared to the same
period in 1995. This increase is principally attributable to the
increased premium growth, partially offset by favorable loss
experience.
Other operating expenses increased $5.9 million, or 22.6%, to $32.0
million in the second quarter of 1996 primarily due to increases in
commissions and sales incentives, increases in claims processing
expenses to cover growth in claims volume and increased premium taxes.
Six Months Ended June 30, 1996 Compared to Six Months Ended June 30,
1995
Income before taxes increased $2.7 million, or 56.3%, to $7.5 million
in the first half of 1996 compared to the same period in 1995. This
increase was primarily attributable to premium growth in the Company's
risk sharing, non-medical, and administrative services only
product lines, partially offset by increases in benefits and claims
expenses and other operating expenses.
Premiums increased $16.9 million, or 12.8%, to $148.9 million in the
first six months of 1996 primarily due to increases in group life,
group dental, reinsurance, risk sharing and stop loss product lines
totaling $16.7 million. These increases were partially offset by
decreases of $0.5 million in full indemnity medical products. The
decrease in full indemnity health business is consistent with the
Company's strategy to de-emphasize these products in favor of the more
profitable risk sharing and non-medical arrangements.
Net investment income increased $2.3 million, or 29.1%, to $10.2
million in the first half of 1996 due to growth in invested assets.
Other income increased $3.6 million, or 26.5%, to $17.2 million in the
first six months of 1996 due primarily to an increase in fees from ASO
contracts.
Policy benefits, claims and losses increased $9.4 million, or 9.8%, to
$105.5 million in the first half of 1996 compared to the same period
in 1995. This increase is principally related to the increased
premium growth, partially offset by favorable claims experience.
Other operating expenses increased $10.3 million, or 20.0%, to $61.9
million for the six months ended June 30, 1996 primarily due to
increases in commissions and sales incentives, increases in claims
processing expenses to cover growth in claims volume and increased
premium taxes.
Retirement and Asset Management
Retail Financial Services
The following table summarizes the results of operations for the
Retail Financial Services lines of business for the periods indicated.
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
Quarter Ended Six Months Ended
June 30, June 30,
(In millions) 1996 1995 1996 1995
<S> <C> <C> <C> <C>
Revenues
Premiums...... $ 19.7 $ 18.5 $ 58.0 $ 64.2
Fees.............. 44.4 39.3 86.9 77.0
Net investment income 64.0 54.7 123.2 110.9
Net realized gains (losses) (1.1) 0.3 (0.2) (1.9)
Other income 7.5 5.5 13.6 10.1
--------- --------- --------- ---------
Total revenues 134.5 118.3 281.5 260.3
Policy benefits, claims and losses 71.3 65.5 160.6 159.9
Policy acquisition expenses 13.6 18.6 29.0 31.0
Other operating expenses 29.4 26.3 56.8 53.6
--------- --------- --------- ---------
Income before taxes $ 20.2 $ 7.9 $ 35.1 $ 15.8
========= ========= ========= =========
</TABLE>
Quarter Ended June 30, 1996 Compared to Quarter Ended June 30, 1995
Income before taxes increased $12.3 million, or 155.7%, to $20.2
million in the second quarter of 1996 compared to the second quarter
of 1995. This increase was primarily attributable to growth in
variable products' fee revenue, income earned on the proceeds from the
October, 1995 initial public offerings and a decrease in policy
acquisition expenses, partially offset by an increase in policy
benefits.
Premiums remained relatively flat, increasing $1.2 million, or 6.5%,
to $19.7 million, during the second quarter of 1996. While the
Company expects premiums from traditional life insurance products to
decline, increases of approximately $1.7 million were recognized
related to the cession of substantially all of the Company's term life
insurance business in the second quarter 1995.
The increase in fee revenue of $5.1 million, or 13.0%, to $44.4
million in the second quarter of 1996 is due to additional deposits
and appreciation on variable products' account balances. Fees from
variable universal life increased $1.4 million, or 15.9%, to $10.2
million for the second quarter of 1996. Fees from annuities increased
$5.6 million, or 69.1%, to $13.7 million in the second quarter of
1996. These increases were partially offset by a continued decline in
fees from non-variable universal life of $1.9 million. The Company expects
fees on this product to decrease as policies in force and related contract
values decline.
Net investment income increased $9.3 million, or 17.0 %, to $64.0
million in the second quarter of 1996 compared to the second quarter
of 1995 resulting primarily from $5.4 million in income earned on
proceeds from the Company's October, 1995 initial public offerings.
Additionally, increases in short-term debt used to finance additions
to the investment portfolio have resulted in increased investment
income.
Policy benefits, claims, and losses increased $5.8 million, or 8.9%,
to $71.3 million in the second quarter of 1996 compared to the same
period in 1995. This resulted primarily from an adjustment reducing
traditional life insurance policy benefits by approximately $4.8
million in the second quarter of 1995 resulting from the cession of
substantially all of the Company's term life insurance business.
Policy acquisition expenses decreased $5.0 million, or 26.9%, to $13.6
million in the second quarter of 1996 compared to the second quarter
of 1995. This resulted primarily from an adjustment reducing
traditional life insurance policy acquisition expenses by
approximately $2.2 million in the second quarter of 1995 resulting
from the cession of substantially all of the Company's term life
insurance business. In addition, a change in mortality assumptions in
variable universal life products during the second quarter of 1996
resulted in decreased amortization.
Other operating expenses increased $3.1 million, or 11.8%, to $29.4
million for the quarter ended June 30, 1996. This increase was
primarily attributable to additional interest expense in 1996
resulting from short-term debt.
Six Months Ended June 30, 1996 Compared to Six Months Ended June 30,
1995
Income before taxes increased $19.3 million, or 122.2%, to $35.1
million in the first half of 1996 compared to the same period in 1995.
This increase was primarily attributable to growth in variable
products' fee revenue and income earned on the proceeds from the
October, 1995 initial public offerings. These increases were
partially offset by a decrease in premiums from traditional life and
health products.
The decrease in premiums of $6.2 million, or 9.7%, to $58.0 million in
the first six months of 1996 is primarily due to the Company's shift
in focus from traditional life insurance products to variable life
insurance and annuity products. Premiums from traditional life
products decreased $4.2 million, or 9.3%, to $40.8 million in the
first half of 1996. Premiums from individual health products
decreased $2.1 million, or 10.9%, to $17.1 million in 1996.
The increase in fee revenue of $9.9 million, or 12.9%, to $86.9
million in the first half of 1996 is due to additional deposits and
appreciation on variable products account balances. Fees from
variable universal life increased $3.4 million, or 20.0%, to $20.4
million in the first six months of 1996. Fees from annuities
increased $10.1 million, or 65.2%, to $25.6 million in 1996. These
increases were partially offset by a continued decline in fees from
non-variable universal life of $3.6 million. The Company expects fees
on this product to decrease as policies in force and related contract
values decline.
Net investment income increased $12.3 million, or 11.1 %, to $123.2
million in the first half of 1996 primarily from $8.4 million in
income earned on proceeds from the Company's October, 1995 initial
public offerings. Additionally, increases in short-term debt used to
finance additions to the investment portfolio have resulted in
increased investment income.
Policy benefits, claims, and losses remained relatively flat in the
first six months of 1996 compared to the same period in 1995,
increasing $0.7 million, or 0.4%, to $160.6 million. Increases in
variable products' policy benefits, which related primarily to growth
in the business, were partially offset by a decrease in non-variable
universal life policy benefits as a result of more favorable mortality
experience in 1996.
Other operating expenses increased $3.2 million, or 6.0%, to $56.8
million for the six months ended June 30, 1996. This increase was
primarily attributable to additional interest expense in 1996
resulting from short-term debt.
Institutional Services
The following table summarizes the results of operations for the
Institutional Services segment for the periods indicated.
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
Quarter Ended Six Months Ended
June 30, June 30,
(In millions) 1996 1995 1996 1995
<S> <C> <C> <C> <C>
Revenues
Fees, premiums, non-insurance
and other income<FN1> $ 9.8 $ 6.4 $ 17.2 $ 26.2
Net investment income
GICs 25.7 40.6 55.2 82.4
Other 27.4 28.1 55.3 55.9
Net realized gains 1.2 3.9 7.1 3.8
Gain on sale of mutual fund
processing business 0.0 0.0 0.0 20.7
--------- --------- --------- ---------
Total revenues 64.1 79.0 134.8 189.0
Policy benefits, claims and losses
GICs 23.3 36.2 50.7 74.6
Other 17.2 22.0 34.8 42.1
Policy acquisition expenses 0.7 0.9 1.4 1.6
Other operating expenses 10.7 13.4 22.3 39.7
--------- --------- --------- ---------
Income before taxes $ 12.2 $ 6.5 $ 25.6 $ 31.0
========= ========= ========= =========
<FN>
<FN1>
Fees, premiums and non-insurance income includes fees from
retirement services, mutual fund services, institutional 401(K)
recordkeeping services, and other miscellaneous non-insurance related
fees. In March 1995, the Company sold its mutual fund processing
business.
</FN>
</TABLE>
Quarter Ended June 30, 1996 compared to Quarter Ended June 30, 1995
Income before taxes increased $5.7 million, or 87.7%, to $12.2 million
for the second quarter of 1996 compared to the second quarter of 1995.
This increase was primarily attributable to a non-recurring $3.3
million contingent payment from the sale of the mutual fund processing
business included in other income, and a pre-tax operating loss in the
second quarter of 1995 from that business of $2.5 million.
Additionally, other policy benefits, claims and losses declined $4.8
million as a result of cancellations of defined benefit and defined
contribution plans, and to favorable mortality experience in the group
annuity line. These increases were partially offset by a $2.7 million
decrease in realized investment gains as well as a decline in the
interest margin on GICs of $2.0 million, due to declining GIC
deposits.
Fees, premiums, and non-insurance income increased $3.4 million, or
53.1%, to $9.8 million in 1996 primarily due to the non-recurring $3.3
million contingent payment related to the sale of the mutual fund
processing business in 1995.
Net realized gains decreased $2.7 million, to $1.2 million in the
second quarter of 1996 primarily due to second quarter losses of $2.6
million on the sale of fixed maturity investments.
Other policy benefits, claims and losses consist primarily of benefits
provided by the Company's defined contribution and defined benefit
plans, including annuity benefits for certain defined benefit plan
participants electing that option. Other policy benefits, claims and losses
decreased $4.8 million, or 21.8%, to $17.2 million for the second quarter of
1996, primarily due to reductions in interest credited to participants
resulting from the aforementioned cancellations, and to favorable mortality
experience in the group annuity line.
Other operating expenses decreased $2.7 million, or 20.1%, to $10.7
million for the first six months of 1996. This decrease was primarily
attributable to the sale of the mutual fund processing business, which
incurred $2.5 million of operating expenses in the second quarter of
1995.
Six Months Ended June 30, 1996 Compared to Six Months Ended June 30,
1995
Income before taxes decreased $5.4 million, or 17.4%, to $25.6 million
for the six months ended June 30, 1996 compared to the six months
ended June 30, 1995. This decrease was primarily attributable to the
sale of the Company's mutual fund processing business in March 1995,
resulting in a pre-tax gain of $20.7 million, partially offset by a
pre-tax operating loss from that business of $4.5 million for the
first six months of 1995. Also, a non-recurring $4.8 million
contingent payment related to the sale was received in 1996 and
included in other income. Additionally, other policy benefits, claims
and losses declined $7.3 million as a result of defined benefit and
defined contribution plan cancellations and favorable mortality
experience in the group annuity line. An increase in realized
investment gains of $3.3 million was offset by a decline in the
interest margins on GICs of $3.3 million, due to declining GIC
deposits.
Fees, premiums, non-insurance and other income decreased $9.0 million,
or 34.4%, to $17.2 million in the first half of 1996. As noted above,
this decrease was primarily attributable to a $13.0 million decrease
in revenues from the mutual fund processing business, partially offset
by the 1996 receipt of a non-recurring $4.8 million contingent payment
related to the sale. Additionally, decreases in fee income resulting
from cancellations of defined benefit and defined contribution plans
were more than offset by increases in fees due to the appreciation of
related separate account balances.
Net investment income related to GICs and interest credited to GIC
contractholders have declined as a result of declining GIC deposits
due to the downgrading in March 1995 of FAFLIC's and AFLIAC's S&P
Rating to A+ (Good). As a result, sales of traditional GICs have
substantially ceased. Management expects GIC deposits and related
income to continue to decline.
Net realized gains increased $3.3 million, to $7.1 million in the
first six months of 1996. This change resulted primarily from
increased sales of real estate properties of $2.6 million, as well as
increases in mortgage loan prepayment fees and decreases in mortgage
loan impairments totaling $1.5 million. These increases were
partially offset by losses on the sale of bonds.
Other policy benefits, claims and losses consist primarily of benefits
provided by the Company's defined contribution and defined benefit
plans, including annuity benefits for certain defined benefit plan
participants electing that option. Policy benefits, claims and losses
for defined benefit and defined contribution plans declined from $42.2
million in 1995 to $34.7 million in 1996. This was primarily due to
reductions in the interest credited to participants resulting from the
aforementioned cancellations, and to favorable mortality experience in
the group annuity line.
Other operating expenses decreased $17.4 million, or 43.8%, to $22.3
million in the first six months of 1996. This decrease was primarily
attributable to the sale of the mutual fund processing business, which
incurred $17.8 million of operating expenses in the first six months
of 1995.
Allmerica Asset Management
The following table summarizes the results of operations for the
Allmerica Asset Management segment for the periods indicated.
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
Quarter Ended Six Months Ended
June 30, June 30,
(In millions) 1996 1995 1996 1995
<S> <C> <C> <C> <C>
Fees and other income:
External $ 0.3 $ 0.4 $ 0.5 $ 0.9
Internal 3.2 0.8 4.0 1.2
--------- --------- --------- ---------
Total revenues 3.5 1.2 4.5 2.1
Other operating expenses 3.3 0.6 4.0 1.0
--------- --------- --------- ---------
Income before taxes $ 0.2 $ 0.6 $ 0.5 $ 1.1
========= ========= ========= =========
</TABLE>
Since 1994, the Company has provided investment advisory and
subadvisory services, primarily to affiliates, through its registered
investment advisor, Allmerica Asset Management. In the second quarter
of 1996, the Allmerica Asset Management segment finalized a contract
with two related parties, FAFLIC and AFLIAC, to provide investment
advisory services.
Corporate
The following table summarizes the results of operations for the
Corporate segment for the periods indicated.
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
Quarter Ended Six Months Ended
June 30, June 30,
(In millions) 1996 1995 1996 1995
<S> <C> <C> <C> <C>
Revenues
Investment and other income $ 1.0 $ 0.0 $ 1.5 $ 0.0
Realized loss (0.2) 0.0 (0.2) 0.0
--------- --------- --------- ---------
Total revenues 0.8 0.0 1.3 0.0
Other operating expenses 5.0 0.0 9.5 0.0
--------- --------- --------- ---------
Loss before taxes $ (4.2) $ 0.0 $ (8.2) $ 0.0
</TABLE>
This segment consists primarily of $41.2 million of cash and
investments remaining from the $52.9 million in net proceeds retained
by the holding company in the Company's initial public offering.
These investments earned $1.5 million in net investment income in the
first six months of 1996. The segment incurred $9.5 million of other
operating expenses in 1996 primarily reflecting $7.6 million in
interest expense on the Company's 7 5/8% Senior Debentures issued in
October 1995.
Investment Portfolio
The Company had investment assets diversified across several asset
classes, as follows:
<TABLE>
<CAPTION>
June 30, December 31,
1996<FN1> 1995<FN1>
Carrying % of Total Carrying % of Total
(Dollars in millions) Value Carrying Value Value Carrying Value
<S> <C> <C> <C> <C>
Fixed maturities<FN2> $ 8,402.7 81.3% $ 8,197.3 78.1%
Equity securities<FN2> 399.3 3.9 517.2 4.9
Mortgages 796.3 7.7 856.5 8.2
Policy loans 365.0 3.5 365.7 3.5
Real estate 157.5 1.5 179.6 1.7
Cash and cash equivalents 139.5 1.3 307.1 2.9
Other invested assets 78.2 0.8 71.9 0.7
----------------- ------------------
Total $10,338.5 100.0% $10,495.3 100.0%
================= ==================
<FN>
<FN1>
Includes Closed Block invested assets with a carrying value of
$770.8 million and $775.1 million at June 30, 1996 and
December 31, 1995, respectively.
<FN2>
The Company carries the fixed maturities and equity securities
in its investment portfolio at market value.
</FN>
</TABLE>
Total investment assets decreased $156.8 million, or 1.5%, to $10.3
billion during the first six months of 1996. This decrease is
primarily attributable to a decline in invested assets related to GIC
contracts, and to market value depreciation in the fixed maturities
portfolio, partially offset by increased investments financed with
short-term debt. Equity securities decreased $117.9 million, or
22.8%, to $399.3 million, as a result of the Regional Property and
Casualty segment's shift in portfolio holdings from equity securities
to tax-exempt fixed maturity securities. This portfolio shift and a
$470.5 million increase in short-term debt contributed to an increase
in fixed maturities of $205.4 million, or 2.5%, in spite of market
value depreciation of $232.9 million. Additionally, mortgage loans
decreased $60.2 million, or 7.0%, to $796.3 million caused primarily
by loan repayments. The real estate portfolio decreased $22.1
million, or 12.3%, to $157.5 million during the first six months of
1996 due to sales of these properties. Cash and cash equivalents
decreased $167.6 million, or 54.6%, to $139.5 million.
The Company's fixed maturity portfolio is comprised of primarily
investment grade corporate securities, tax-exempt issues of state and
local governments, U.S. government and agency securities and other
issues. Investment grade securities comprised 85.8% and 88.7% of the
Company's total fixed maturity portfolio at June 30, 1996 and December
31, 1995, respectively. Although management expects that a
substantial portion of new funds will be invested in investment grade
fixed maturities, the Company may invest a portion of new funds in
below investment grade fixed maturities or equity interests, which
management anticipates will not become a significant portion of its
total investment portfolio.
The following table illustrates asset valuation allowances and
additions to or deductions from such allowances for the periods
indicated.
<TABLE>
<CAPTION>
Other
Real Invested
(Dollars in millions) Mortgages Estate Assets Total
<S> <C> <C> <C> <C>
Year Ended December 31, 1995
Beginning balance $ 47.2 $ 22.9 $ 3.7 $ 73.8
Provision (benefits) 1.5 (0.6) 0.0 0.9
Write-offs<FN1> (14.9) (2.7) 0.0 (17.6)
--------- --------- --------- ---------
Ending balance $ 33.8 $ 19.6 $ 3.7 $ 57.1
Valuation allowance as a percentage
of carrying value before reserves 3.8% 9.8% 4.9% 4.9%
Six months ended June 30, 1996
Provision (benefits) 0.6 0.0 0.0 0.6
Write-offs<FN1> (2.4) (1.1) 0.0 (3.5)
--------- --------- --------- --------
Ending balance $ 32.0 $ 18.5 $ 3.7 $ 54.2
Valuation allowance as a percentage
of carrying value before reserves 3.9% 10.5% 4.5% 5.0%
<FN>
<FN1>
Write-offs reflect asset sales, foreclosures and forgiveness of
debt upon restructurings.
</FN>
</TABLE>
The decrease in write-offs of mortgages during 1996 as compared to
1995 reflects a decrease in foreclosures, debt restructuring
agreements and discounted payoffs, as well as the improved real estate
market.
Income Taxes
AFC and its life insurance subsidiaries (including certain
noninsurance operations) file a consolidated United States federal
income tax return. Entities included within the consolidated group are
segregated into either a life insurance or a nonlife insurance company
subgroup. The consolidation of these subgroups is subject to certain
statutory restrictions on the percentage of eligible nonlife tax
losses that can be applied to offset life company taxable income.
Allmerica P&C and its subsidiaries file a separate United States
federal income tax return.
For the six months ended June 30, 1995, FAFLIC, as a mutual insurance
company until October 1995, was required to adjust its deduction for
policyholder dividends by the differential earnings amount under
Section 809 of the Internal Revenue Code. This amount was computed,
for each tax year, by multiplying the average equity base of the
FAFLIC/AFLIAC consolidated group, as determined for tax purposes, by
the estimate of an excess of an imputed earnings rate over the average
mutual life insurance companies' earnings rate. The differential
earnings amount for each tax year was subsequently recomputed when
actual earnings rates were published by the IRS. As a stock company,
AFC, including its life insurance subsidiaries, is no longer required
to reduce its policyholder dividend deduction by the differential
earnings amount. The differential earnings amount in the current
period related to an adjustment for the 1994 tax year based on the
actual average mutual life insurance companies' earnings estimated
rate issued by the IRS in 1996.
Provision for federal income taxes before minority interest was $12.6
million during the second quarter of 1996 compared to $18.3 million
during the same period in 1995. These provisions resulted in
consolidated effective federal tax rates of 18.3% and 26.9%,
respectively. The effective tax rates for AFLIAC and FAFLIC and its
non-insurance subsidiaries were 19.6% and 47.7% during the second
quarter of 1996 and 1995, respectively. The effective tax rates for
the Regional Property and Casualty subsidiaries were 17.3% and 19.8%
during the first six months of 1996 and 1995, respectively. The
reduction in the rate for FAFLIC resulted primarily from a
differential earnings charge of $0.5 million during the second quarter
of 1995 compared to a differential earnings benefit of $5.9 million
for the same period in 1996. The slight decrease in the rate for the
Regional Property and Casualty subsidiaries reflects a higher
underwriting loss and a greater proportion of pre-tax income from
tax-exempt bonds in 1996 than in the second quarter of 1995.
Provision for federal income taxes before minority interest was $36.8
million during the first six months of 1996 compared to $42.4 million
during the same period in 1995. These provisions resulted in
consolidated effective federal tax rates of 22.3% and 28.8%,
respectively. The effective tax rates for AFLIAC and FAFLIC and its
non-insurance subsidiaries were 27.7% and 44.3% during the first six
months of 1996 and 1995, respectively. The effective tax rates for
the Regional Property and Casualty subsidiaries were 19.2% and 20.1%
during the first six months of 1996 and 1995, respectively. The
reduction in the rate for FAFLIC resulted primarily from a
differential earnings benefit of $5.9 million in the first six months
of 1996 compared to a differential earnings charge of $1.3 million in
the first half of 1995. The slight decrease in the rate for the
Regional Property and Casualty subsidiaries reflects a higher
underwriting loss and a greater proportion of pre-tax income from
tax-exempt bonds in 1996 than in the first half of 1995.
Liquidity and Capital Resources
Liquidity describes the ability of a company to generate sufficient
cash flows to meet the cash requirements of business operations. As a
holding company, AFC's primary source of cash is dividends from its
insurance subsidiaries. However, dividend payments to AFC by its
insurance subsidiaries are subject to limitations imposed by state
regulators, such as the requirement that cash dividends be paid out
of unreserved and unrestricted earned surplus and restrictions on the
payment of "extraordinary" dividends, as defined.
Sources of cash for the Company's insurance subsidiaries are from
premiums collected, investment income and maturing investments.
Primary cash outflows are paid benefits, claims losses and loss
adjustment expenses, policy acquisition expenses, other underwriting
expenses and investment purchases. Cash outflows related to benefits,
claim losses and loss adjustment expenses can be variable because of
uncertainties surrounding settlement dates for liabilities for unpaid
losses and because of the potential for large losses either
individually or in the aggregate. Accordingly, the Company's strategy
is to monitor available cash and short-term investment balances in
relation to projected cash needs by matching maturities of investments
with expected payments of current and long-term liabilities. The
Company periodically adjusts its investment policy to respond to
changes in short-term and long-term cash requirements.
Net cash provided by operating activities was $30.6 million and $101.0
million for the first six months of 1996 and 1995, respectively. This
decrease is primarily attributable to the increase in underwriting
losses in the Regional Property and Casualty lines of business during
the first six months of 1996 which resulted in an increase in claims
payments.
Net cash used for investing activities was $214.5 million and $49.6
million during the first six months of 1996 and 1995, respectively.
Cash used for investing activities has increased primarily due to net
purchases of fixed maturities, which were financed with the increase
of $470.5 million in short-term debt. This was partially offset by a
decline in investable cash generated by operations.
Net cash provided by financing activities was $16.3 million during the
six months ended June 30, 1996 compared to $271.9 used during the
comparable prior year period. This change is due to increases in
short-term debt partially offset by the continued negative financing
cash flows from GIC withdrawals. During 1996, the Company increased
its short-term debt in order to finance additions to the investment
portfolio and maximize investment earnings. These inflows were
partially offset by cash payments on withdrawals from GICs that
exceeded cash received from deposits on these contracts by $405.4
million and $250.8 million in the first six months of 1996 and 1995,
respectively. Although the Company expects this trend in negative
financing cash flows from GIC withdrawals to continue, particularly in
1996, the Company does not expect GIC withdrawals to have a material
impact on liquidity due to the Company's asset and liability matching.
Due to the restrictive withdrawal provisions on the Company's GICs,
payments under these contracts are scheduled and predictable, which
allows the Company to maintain a close correlation between asset and
liability cash flows. Therefore, cash provided by deposits is
substantially offset by cash used for purchases of investments to
match the liabilities; and cash used for withdrawals is substantially
offset with cash provided by net investment income and by sales or
maturities of investments that support the maturing GIC contracts. In
addition, cash used to purchase subsidiary common stock increased
$30.8 million, to $41.8 million during the first six months of 1996.
On October 16, 1995, FAFLIC converted from a policyholder owned to
stockholder owned insurance company and AFC became the holding company
for FAFLIC. AFC also raised net proceeds of $248.0 million from the
sale of Common Stock and issued $200.0 million principal amount 7 5/8%
Senior Debentures due 2025 with net proceeds to the Company of $197.2
million. The Company will also pay approximately $15.3 million per
year in interest payments on the Senior Debentures. AFC has
sufficient funds at the holding company or available through dividends
from FAFLIC to meet its obligations to pay interest on the Senior
Debentures and dividends, when and if declared by the Board of
Directors, on the common stock. Whether the Company will pay
dividends in the future depends upon the costs of administering a
dividend program as compared to the benefits conferred, and upon the
earnings and financial condition of AFC.
Based on current trends, the Company expects to continue to generate
sufficient positive operating cash to meet all short-term and
long-term cash requirements. The Company maintains a high degree of
liquidity within the investment portfolio in fixed maturity
investments, common stock and short-term investments. FAFLIC and
Allmerica P&C have $150.0 million and $80.0 million available,
respectively, under various committed short-term lines of credit, with
no amounts outstanding at June 30, 1996. FAFLIC and Allmerica P&C had
$71.5 million and $22.6 million, respectively, of commercial paper
borrowings outstanding at June 30, 1996. In addition, FAFLIC and
AFLIAC had $235.6 million and $171.4 million, respectively, of
repurchase agreements outstanding at June 30, 1996. This debt was
used to finance the purchase of investments in the second quarter of
1996. The Company, at its option, could liquidate these investments
at any time and repay the debt.
AFC and FAFLIC are prohibited from entering into any merger,
consolidation or other business combination with any entity, and from
issuing any shares of capital stock, or securities convertible into
capital stock, until October 17, 1996, without the prior approval of
the Commonwealth of Massachusetts Insurance Commissioner.
PART II - OTHER INFORMATION
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The registrant's annual shareholders' meeting was held on May 21,
1996, all three persons nominated for directors by management were
named in proxies for the meeting which were solicited pursuant to
Regulation 14A of the Securities and Exchange Act of 1934. The
following individuals were elected to serve a three year term:
VOTES FOR WITHHELD
Robert J. Murray 33,126,232 275,017
John. L Sprague 33,170,935 230,314
Richard M. Wall 33,167,045 234,204
The other directors whose terms were continued after the Annual
Meeting are Mr. Michael P. Angelini, Mr. David A. Barrett, Ms. Gail L.
Harrison, Nr. Terrence Murray, Mr. John O'Brien, Mr. Robert G. Stachler,
and Mr. Herbert M. Varnum.
Shareholders ratified the appointment of Price Waterhouse
LLP as the Independent Public Accountants of the Company for 1996:
for 33,085,604; against 110,386; abstain 205,259.
Shareholders voted for the approval of the Long-Term Stock Incentive
Plan: for 30,972,076; against 1,684,180; abstain 744,993.
Shareholders voted for the approval of the Non-Employee Director Stock
Ownership Plan: for 30,777,024; against 1,807,543; abstain 816,682.
PART II - OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8K
(a) Exhibits
EX-10.20 Allmerica Financial Corporation Long-
Term Stock Incentive Plan
EX-10.21 Allmerica Financial Corporation 1996 Non-Employee
Director Stock Ownership Plan
EX-27 Financial data schedule
(b) Reports on Form 8K
None.
SIGNATURES
Pursuant to the requirements 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.
Allmerica Financial Corporation
Registrant
Dated August 7, 1996
/s/ John. F. O'Brien
John F. O'Brien
President and Chief Executive Officer
Dated August 7, 1996
/s/ Eric A. Simonsen
Eric A. Simonsen
Vice President, Chief Financial
Officer and Principal Accounting
Officer
Exhibit 10.20
ALLMERICA FINANCIAL CORPORATION
LONG-TERM STOCK INCENTIVE PLAN
Section 1. Purpose. The Allmerica Financial Long-Term
Stock Incentive Plan (the "Plan") has been adopted to
encourage and create significant ownership of the Company's
Common Stock among executive officers, other key employees
and certain insurance agents and brokers of the Company and
its Subsidiaries and Affiliates. The Plan may be adopted by
any Subsidiary of the Company, including, but not limited
to, First Allmerica Financial Life Insurance Company, The
Hanover Insurance Company and Citizens Insurance Company of
America. Any Subsidiary adopting the Plan agrees to adhere
to the terms and conditions of the Plan as set forth below.
Additional purposes of the Plan include:
(a) To provide a meaningful incentive to Participants
for making substantial contributions to the Company's long-
term business growth;
(b) To enhance the Company's and its Subsidiaries'
ability to attract and retain executive officers, other key
employees and certain insurance agents and brokers who will
make such contributions; and
(c) To closely align the interests of these executive
officers and other key employees with those of Company
stockholders by providing opportunities for them to obtain
significant longer term rewards through stock ownership.
Section 2. Definitions.
(a) "Affiliate" means any entity, other than a
Subsidiary, that is directly or indirectly controlled by the
Company or in which the Company has a significant equity
interest as determined by the Committee.
(b) "Award" means any Stock Option, Stock Appreciation
Right or Stock Award granted under the Plan.
(c) "Board" means the Company's Board of Directors.
(d) "Cause" shall mean (i) the willful failure by the
Participant to perform substantially the Participant's
duties as an employee of the Company (other than due to
physical or mental illness), (ii) the Participant's
engaging in serious misconduct that is injurious to the
Company, any Subsidiary or any Affiliate, (iii) the
Participant's having been convicted of, or entered a plea of
nolo contendere to, a crime that constitutes a felony, (iv)
the breach by the Participant of any written or unwritten
covenant or agreement not to compete with the Company, any
Subsidiary or any Affiliate or (v) the breach by the
Participant of his or her duty of loyalty to the Company,
any Subsidiary or any Affiliate.
(e) "Change in Control" means the occurrence of any of
the following events: (I) the members of the Board at the
beginning of any consecutive twenty-four calendar month
period (the "Incumbent Directors") cease for any reason
other than due to death or retirement to constitute at least
a majority of the members of the Board, provided that any
director whose election or nomination for election by the
Company's stockholders was approved by a vote of a least a
majority of the members of the Board at the beginning of
such twenty-four calendar month period shall be treated as
an Incumbent Director; (ii) any "person" including a
"group" (as such terms are used in Section 13(d) and
14(d)(2) of the 1934 Act, but excluding the Company, any of
its Subsidiaries, any employee benefit plan of the Company
or any of its Subsidiaries) is or becomes the "beneficial
owner" (as defined in Rule 13(d)(3) under the 1934 Act),
directly or indirectly, of securities of the Company
representing 35% or more of the combined voting power of the
Company's then outstanding securities; or (iii) the
stockholders of the Company shall approve a definitive
agreement (1) for the merger or other business combination
of the Company with or into another corporation, a majority
of the directors of which were not directors of the Company
immediately prior to the merger or other business
combination and in which the stockholders of the Company
immediately prior to the effective date of such merger or
other business combination own less than 50% of the voting
power in such corporation or (2) for the sale or other
disposition of all or substantially all of the assets of the
Company.
(f) "Change in Control Price" means the highest price
per Share offered in conjunction with any transaction
resulting in a Change in Control (as determined in good
faith by the Committee if any part of the offered price is
payable other than in cash) or, in the case of a Change in
Control occurring solely by reason of a change in the
composition of the Board, the highest Fair Market Value of
the Stock on any of the 30 trading days immediately
preceding the date on which a Change in Control occurs.
(g) "Code" means the Internal Revenue Code of 1986, as
amended from time to time.
(h) "Committee" means a committee of not less than two
non-employee members of the Board, appointed by the Board to
administer the Plan. The Committee shall be comprised of
members who qualify to administer this Plan as contemplated
by Rule 16b-3 under the 1934 Act (or any successor rule
thereto).
(I) "Common Stock" means the common stock, par value
$.01 per share, of the Company.
(j) "Company" means Allmerica Financial Corporation, a
corporation established under the laws of the State of
Delaware.
(k) "Disability" shall mean long-term disability as
defined under the terms of the Company's or any
Subsidiaries' applicable long term disability plans or
policies.
(l) "Early Retirement" with respect to a Participant
shall mean retirement under any qualified pension plan
maintained by the Company or any of its Subsidiaries or
Affiliates at or after the earliest age at which a
Participant may retire and receive an immediate, but
actuarially reduced, retirement benefit under such plan. If
a Participant is not a participant in such a plan, "Early
Retirement" shall mean retirement at or after age 55 with at
least 15 years of service with the Company or a Subsidiary.
(m) "Fair Market Value" means, with respect to Common
Stock, the fair market value of a Share as determined by the
Committee in good faith in such manner as shall be
established by the Committee from time to time; provided
that at any time that the Common Stock is traded on an
established securities market, Fair Market Value means the
last reported sale price at which the Common Stock is traded
on such date or, if no Common Stock is traded on such date,
the most recent date on which Common Stock was traded, as
reflected on such public market. Under no circumstances
shall the Fair Market Value be less than the par value of
the Common Stock.
(n) "Incentive Stock Option" or "ISO" means a Stock
Option to purchase Shares awarded to a Participant which is
intended to meet the requirements of Section 422 of the Code
or any successor provision.
(o) "Non-Qualified Stock Option" or "NQSO" means a
Stock Option to purchase Shares of Common Stock awarded to a
Participant which is not intended to meet the requirements
of Section 422 of the Code or any successor provision.
(p) "1934 Act" means the Securities Exchange Act of
1934, as amended from time to time.
(q) "Normal Retirement" with respect to a Participant
shall mean retirement under any qualified pension plan
maintained by the Company or any of its Subsidiaries or
Affiliates at or after the earliest age at which a
Participant may retire and receive a retirement benefit
under such plan without an actuarial reduction for early
commencement of benefits. If a Participant is not a
participant in such a plan, "Normal Retirement" shall mean
retirement at or after age 65 with no minimum service
requirement.
(r) "Participant" means a person selected by the
Committee (or its delegate as provided under Section 4) to
receive an Award under the Plan.
(s) "Reporting Person" means an individual who is
subject to Section 16 of the 1934 Act by virtue of his or
her relationship with the Company.
(t) "Senior Management" means the executive officers
(within the meaning of Rule 3b-7 under the 1934 Act) of the
Company from time to time, whether such persons are officers
of the Company or of a Subsidiary.
(u) "Shares" means shares of the Common Stock of the
Company.
(v) "Stock Appreciation Right" or "SAR" means an Award
in the form of a right to receive a payment equal to the
excess of Fair Market Value as of the date of exercise over
the base value of the SAR.
(w) "Stock Award" means an Award to a Participant
comprised of Common Stock or valued by reference to Common
Stock granted under Section 7 of the Plan.
(x) "Stock Option" means an Award in the form of the
right to purchase a specified number of Shares at a
specified price during a specified period.
(y) "Subsidiary" shall mean any entity of which the
Company possesses directly or indirectly fifty percent (50%)
or more of the total combined voting power of all classes of
stock of such entity.
Section 3. Effective Date. Subject to the approval of
the stockholders of the Company, the Plan shall be effective
as of May 22, 1996. Senior Management, however, shall not
be eligible to participate until the later of the date the
Board adopts the Plan with respect to Senior Management or
October 17, 1996. No Awards may be made under the Plan
after ten years from the effective date or earlier
termination of the Plan by the Board.
Section 4. Administration. The Plan shall be
administered by the Committee. The Committee shall have the
authority to adopt, alter and repeal such administrative
rules, guidelines and practices governing the operation of
the Plan as it shall from time to time consider advisable.
The Committee shall also have full discretion to interpret
the provisions of the Plan. Any decision or action taken or
to be taken by the Committee, arising out of or in
connection with the construction, administration,
interpretation and effect of the Plan and of its rules and
regulations, shall, to the maximum extent permitted by
applicable law, be within its absolute discretion (except as
otherwise specifically provided herein) and shall be
conclusive and binding upon all Participants and any person
claiming under or through any Participant. To the extent
permitted by applicable law and the provisions of the Plan,
the Committee may delegate to one or more employee members
of the Board the power to make Awards to Participants who
are not Reporting Persons.
Section 5. Eligibility. Any executive officer or
other key employee (including, without limitation, insurance
agents, brokers and independent agents) of the Company, any
Subsidiary or any Affiliates shall be eligible to receive an
Award under the Plan, provided that such participation would
not jeopardize (I) the Plan's compliance with Rule 16b-3
under the 1934 Act or any successor rule, and (ii) the
Company's ability to register shares underlying the Plan on
Registration Statements on Form S-8 pursuant to the
Securities Act of 1933, as amended, or any successor form.
Directors who are not employees shall not be eligible to be
granted Awards under the Plan.
Section 6. Stock Available for Awards.
(a) Common Shares Available. The maximum number of
Shares available for Awards under the Plan with respect to
each fiscal year the Plan is in effect will be 1.25% of the
total Shares of outstanding Common Stock of the Company as
of the start of each such fiscal year plus any Shares
available for Awards under the Plan in prior fiscal years
but not used. Shares of Common Stock underlying any Awards
which are forfeited, canceled, reacquired by the Company,
satisfied without the issuance of Common Stock or otherwise
terminated (other than by exercise) shall be added back to
the Shares of Common Stock available for issuance under the
Plan.
(b) Share Usage Limits. For the period that the Plan
is in effect, the aggregate number of Shares that may be
issued on exercise of Stock Options and as Stock Awards
shall not exceed 2,350,000 Shares. Additionally, the
aggregate number of Shares that may be covered by Awards for
any one Participant over the period that the Plan is in
effect shall not exceed 500,000 Shares.
(c) Adjustments. In the event of any stock dividend,
stock split, combination or exchange of Shares, merger,
consolidation, spin-off or other distribution (other than
normal cash dividends) of Company assets to stockholders, or
any other change affecting Shares, such proportionate
adjustments, if any, as the Committee in its discretion may
deem appropriate to reflect such change shall be made with
respect to (i) the aggregate number of Shares that may be
issued under the Plan; (ii) the number of Shares covered by
each outstanding Award made under the Plan; and (iii) the
option, base or purchase price per Share for any outstanding
Stock Options, Stock Appreciation Rights and other Awards
granted under the Plan, provided that any such actions are
consistently and equitably applicable to all affected
Participants. In addition, any Shares issued by the Company
through the assumption or substitution of outstanding grants
or grant commitments from an acquired entity shall not
reduce the Shares available for issuance under the Plan.
Section 7. Awards.
(a) General. The Committee (or its delegate, as
permitted under Section 4), shall determine the type or
types of Award(s) (as set forth below) to be made to each
Participant and shall approve the terms and conditions of
all such Awards in accordance with Sections 4 and 8 of the
Plan. Awards may be granted singularly, in combination, or
in tandem such that the settlement of one Award
automatically reduces or cancels the other. Awards may also
be made in replacement of, as alternatives to, or as form of
payment for grants or rights under any other employee
compensation plan or arrangement of the Company, including
the plans of any acquired entity.
(b) Stock Option. A Stock Option shall confer on a
Participant the right to purchase a specified number of
Shares from the Company subject to the terms and conditions
of the Stock Option grant. Stock Options may be in the form
of ISOs or NQSOs. The terms and conditions of ISOs shall be
subject to and comply with Section 422 of the Code, or any
successor provision, and any regulations thereunder.
Anything in the Plan notwithstanding, no term of the Plan
relating to ISOs shall be interpreted, amended or altered,
nor shall any discretion or authority granted to the
Committee under the Plan be so exercised, so as to
disqualify the Plan or, without the consent of the optionee,
any ISO granted under the Plan, under Section 422 of the
Code. The Committee shall establish the option price at the
time each Stock Option is awarded, provided that such price
shall not be less than 100% of the Fair Market Value of the
Common Stock on the date the Stock Option is granted. If a
Participant owns or is deemed to own (by reason of the
attribution rules applicable under Section 424(d) of the
Code) more than 10% of the combined voting power of all
classes of stock of the Company or any subsidiary or parent
corporation and an ISO is awarded to such Participant, the
option price shall not be less than 110% of the Fair Market
Value at the time such ISO is awarded. The aggregate Fair
Market Value at time of grant of the Shares covered by ISOs
exercisable by any one optionee in any calendar year shall
not exceed $100,000 (or such other limit as may be required
by the Code).
Each Stock Option shall be exercisable at such times
and subject to such terms and conditions as the Committee
may specify at or after the time of grant; provided,
however, that if the Committee does not establish a
different exercise schedule at or after the date of grant of
a Stock Option, such Stock Option shall become exercisable
in five approximately equal annual installments on each of
the first, second, third, fourth and fifth anniversaries of
the date the Stock Option is granted. A Stock Option shall
not be exercisable after the expiration of ten years from
the date of grant. The recipient of a Stock Option shall
pay the exercise price for the Shares in cash or pursuant to
such other arrangements as are satisfactory to the
Committee, including, without limitation, using Shares
valued at Fair Market Value on the date of exercise. The
Committee may also permit Participants to have the option
price delivered to the Company by a broker pursuant to an
arrangement whereby the Company, upon irrevocable
instructions from a Participant, delivers the exercised
Shares to the broker. A Stock Option may include
forfeitability contingencies based on continued employment
with the Company or a Subsidiary. In addition, a violation
of a continued employment provision may entitle the Company
or a Subsidiary to repurchase the Shares obtained through
the Stock Option at the original exercise price, without
interest.
Unless the Committee shall otherwise permit a Stock
Option to remain exercisable for such greater or lesser
period (but not beyond its otherwise stated term) as the
Committee shall specify at or after the grant of such Stock
Option, a Stock Option shall be exercisable following the
termination of a Participant's employment with the Company
and each Subsidiary and Affiliate only to the extent
provided in this paragraph. If a Participant's employment
terminates due to the Participant's death, Disability,
Normal Retirement or Early Retirement with the consent of
the Committee, the Participant (or, in the event of the
Participant's death or Disability during employment or
during the period during which a Stock Option is exercisable
under this sentence, the Participant's beneficiary or legal
representative) may exercise any Option held by the
Participant at the time of such termination, regardless of
whether then exercisable, for up to three years (or such
greater or lesser period as the Committee shall determine at
or after grant) following the date of such termination, but
in no event after the date the Stock Option otherwise
expires. If a Participant's employment is terminated for
Cause or, if following the Participant's termination of
employment, the Committee determines that the Participant's
employment could have been terminated for Cause, all Stock
Options held by the Participant shall immediately terminate,
regardless of whether then exercisable and any Stock Option
exercised by the Participant in anticipation of his/her For
Cause termination shall be rescinded and the stock returned
to the Company and/or its Subsidiary and the exercise price
returned to the Participant. Any option exercised 60 days
before notice of termination and all options exercised after
notice of termination shall be considered to be exercised in
anticipation of termination.
(c) Stock Appreciation Rights (SARs). An SAR grant
shall confer on a Participant the right to receive in
Shares, cash or a combination, up to the positive
difference, if any, between the Fair Market Value of a
designated number of Shares when the SARs are exercised and
the base price of the SAR contained in the terms and
conditions of the Award. The Committee shall have the
authority to grant an SAR in tandem with a Stock Option, in
addition to a Stock Option, or freestanding and unrelated to
a Stock Option. An SAR granted in tandem or in addition to
a Stock Option may be granted either at the same time as the
Stock Option or at a later time. An SAR shall not be
exercisable after the expiration of ten years from the date
of grant. Shares issued in settlement of the exercise of
SARs shall be valued at their Fair Market Value on the date
of exercise.
The Committee shall establish the base price of the SAR
at the time the SARs are awarded; provided that the base
price of an SAR granted in combination with, in tandem with,
or in replacement for a Stock Option shall have a base price
determined in the same manner as, and subject to the same
conditions as applied with respect to, such Stock Option
under Section 7(b). The Committee shall determine the time
or times at which or the event or events (including, without
limitation, a Change in Control) upon which an SAR may be
exercised in whole or in part; provided, however, that
unless otherwise specified by the Committee at or after
grant, an SAR granted in tandem with a Stock Option shall be
exercisable at the same time or times as the related Stock
Option is exercisable.
(d) Stock Awards. A Stock Award shall confer on a
Participant the right to acquire a specified number of
Shares for a purchase price (which may be zero) or the right
to receive a cash equivalent payment or a combination of
both subject to the terms and conditions of the Award, which
may include forfeitability contingencies based on continued
employment with the Company or a Subsidiary or on meeting
performance criteria or both, and the Committee may also
grant Stock Awards that are not subject to any restrictions.
A Stock Award may be in the form of Shares or share units.
In no event shall more than 25% of the total amount of
Shares available under the Plan be granted as Stock Awards.
Such 25% limit shall be subject to the replenishment
provision in Section 6(a).
If the vesting of a Stock Award is conditioned in whole
or in part upon the attainment of specified performance
goals or targets (or if the vesting of a Stock Award that
will vest upon the passage of time and the Participant's
continued employment is accelerated upon the attainment of
such goals or targets), such goals and targets shall be
determined by the Committee and set forth in the specific
Award agreements. Such performance goals or targets may be
related to the performance of (i) the Company; (ii) a
Subsidiary or an Affiliate, (iii) a division or unit of the
Company, any Subsidiary or any Affiliate, (iv) the
Participant or (v) any combination of the foregoing, over a
performance period or periods established by the Committee.
Except to the extent otherwise expressly provided herein,
the Committee may, at any time and from time to time, change
the performance objectives applicable with respect to any
Stock Award to reflect such factors, including, without
limitation, changes in a Participant's duties or
responsibilities or changes in business objectives (e.g.,
from corporate to Subsidiary or business unit performance or
vice versa), as the Committee shall deem necessary or
appropriate. In making any such adjustment, the Committee
shall adjust the number of Shares subject to any such Stock
Award or take other appropriate actions to prevent any
enlargement or diminution of the Participant's rights
related to service rendered and performance attained prior
to the effective date of such adjustment.
Unless the Committee otherwise determines at or after
grant, the rights of a Participant with respect to a Stock
Award outstanding at the time of the Participant's
termination of employment with the Company and each
Subsidiary and Affiliate shall be determined pursuant to
this paragraph. In the event that a Participant's
employment terminates due to the Participant's (i) death,
(ii) disability, (iii) retirement; or, (iv) early
retirement with the consent of the Committee, a pro-rated
portion of any unvested Shares subject to a Stock Award
shall become vested based on the number of days the
Participant actually worked since the date the Stock Award
was granted (or in the case of any award which becomes
vested in installments, since the date, if any, on which the
last installment of such Stock Award became vested);
provided that, in the case of an award with respect to which
the restrictions will lapse, if at all, based on the
attainment of performance goals or targets, such vesting
shall be deferred until the end of the applicable
performance period and be based on that number of Shares of
such Stock Award, if any, that would have been earned based
on the attainment or partial attainment of such performance
goals or targets. Any portion of any Stock Award that has
not vested at the date of a Participant's termination of
employment (or which does not become vested until after such
date under the preceding sentence) shall be forfeited as of
such termination date (or, if applicable, such deferred
vesting date).
Section 8. General Provisions Applicable to Awards.
(a) Transferability and Exercisability. Unless the
Committee shall permit (on such terms and conditions as it
shall establish) an Award to be transferred to a member of
the Participant's immediate family, a Guardian, or to a
trust or similar vehicle for the benefit of such immediate
family members ("Permitted Transferees"), any Award under
this Plan will be non-transferable and accordingly shall not
be assignable, alienable, saleable or otherwise transferable
by the Participant other than by will or the laws of descent
and distribution; provided, however, that in no event shall
the Committee permit any Award to be transferable if the
effect thereof would be to cause any other nontransferable
Award to fail to qualify for the exemptive relief available
under Rule 16b-3 promulgated under the 1934 Act. During the
Participant's lifetime, only the Participant (or the
Participant's Permitted Transferees, if any) shall be able
to exercise any Stock Option or SAR awarded to the
Participant. If so permitted by the Committee, a
Participant may designate a beneficiary or beneficiaries to
exercise the Participant's rights and receive any
distribution under this Plan upon the Participant's death.
(b) General Restriction. Each Award shall be subject
to the requirement that, if at any time the Committee shall
determine, in its sole discretion, that the listing,
registration, exemption or qualification of any Award under
the Plan upon any securities exchange or under any state or
federal law, or the consent or approval of any government
regulatory body, is necessary or desirable as a condition
of, or in connection with, the granting of such Award or the
grant or settlement thereof, such Award may not be exercised
or settled in whole or in part unless such listing,
registration, qualification, exemption, consent or approval
has been effected or obtained free of any conditions not
acceptable to the Committee.
(c) Tax Withholding. The Company or any Subsidiary
which adopts the Plan shall have the right to deduct from
any settlement of an Award, including the delivery or
vesting of Shares, made under the Plan, a sufficient amount
to cover withholding of any federal, state or local taxes
required by law or to take such other actions as may be
necessary to satisfy any such withholding obligations. The
Committee may require or permit Shares to be used to satisfy
required tax withholding and such Shares shall be valued at
their Fair Market Value on the date the tax withholding is
effective.
(d) Documentation of Grants. Awards made under the
Plan shall be evidenced by written agreements or such other
appropriate documentation as the Committee shall prescribe.
Any written agreement or other such documentation shall be
delivered to the Participant and shall incorporate the terms
of the Plan by reference and specify the terms and
conditions thereof and any rules applicable thereto. The
Committee need not require the execution of any instrument
or acknowledgment of notice of an Award under the Plan, in
which case acceptance of such Award by the respective
Participant will constitute agreement to the terms of the
Award and acceptance of the Award in accordance with the
terms of this Agreement
(e) Settlement. The Committee shall determine whether
Awards are settled in whole or in part in cash, Shares or
other Awards. The Committee may require or permit a
Participant to defer all or any portion of a payment under
the Plan, including the crediting of interest on deferred
amounts denominated in cash.
(f) Change in Control. Except as provided below, in
the event of a Change in Control, each Stock Option
(including, for this purpose, any SAR granted in tandem with
such Stock Option) and each freestanding SAR (whether or not
then exercisable) shall be cancelled in exchange for a
payment in cash of an amount equal to the excess of the
Change in Control Price (or, in the case of any ISO, the
excess of the Fair Market Value on the date of exercise)
over the exercise or base price thereof and all Stock Awards
shall become nonforfeitable. Notwithstanding the
immediately preceding sentence, no cancellation, cash
settlement or acceleration of vesting shall occur with
respect to any Award or any class of Awards if the Committee
reasonably determines in good faith prior to the occurrence
of a Change in Control that such Award or Awards shall be
honored or assumed, or new rights substituted therefor (such
honored, assumed or substituted award hereinafter called an
"Alternative Award"), by a Participant's employer (or the
parent or a subsidiary of such employer) immediately
following the Change in Control, provided that any such
Alternative Award must:
(i) be based on stock which is traded on an
established securities market, or which will be so traded
within 60 days of the Change in Control;
(ii) provide such Participant (or each Participant in
a class of Participants) with rights and entitlements
substantially equivalent to or better than the rights, terms
and conditions applicable under such Award, including, but
not limited to, an identical or better exercise or vesting
schedule and identical or better timing and methods of
payment;
(iii) have substantially equivalent economic value to
such Award (determined at the time of the Change in
Control); and
(iv) have terms and conditions which provide that in
the event that the Participant's employment is involuntarily
terminated or constructively terminated, any conditions on a
Participant's rights under, or any restrictions on transfer
or exercisability applicable to, each such Alternative Award
shall be waived or shall lapse, as the case may be.
For this purpose, a constructive termination shall mean a
termination by a Participant following a material reduction
in the Participant's compensation, a material reduction in
the Participant's responsibilities or the relocation of the
Participant's principal place of employment to another
location, in each case without the Participant's written
consent.
Section 9. Miscellaneous.
(a) Plan Amendment. The Board or the Committee may
amend the Plan as it deems necessary or appropriate to
better achieve the purposes of the Plan, except that no
amendment without the approval of the Company's stockholders
shall be made which would (i) increase the total number of
Shares available for issuance under the Plan, (ii)
materially increase the benefits accruing to Participants
under the Plan, or (iii) materially modify the requirements
as to eligibility for participation in the Plan.
(b) No Right to Employment. No person shall have any
claim or right to be granted an Award, and the grant of an
Award shall not be construed as giving a Participant the
right to continued employment. The Company expressly
reserves the right at any time to dismiss a Participant free
from any liability or claim under the Plan, except as
expressly provided by an applicable agreement or other
documentation of an Award.
(c) No Rights as Shareholder. Only upon issuance of
Shares to a Participant (and only in respect to such Shares)
shall the Participant obtain the rights of a shareholder,
subject, however, to any limitations imposed by the terms of
the applicable Award.
(d) No Fractional Shares. No fractional shares shall
be issued under the Plan, however, the Committee may provide
for a cash payment as settlement in lieu of any fractional
shares.
(e) Other Company Benefit and Compensation Programs.
Except as expressly determined by the Committee, settlements
of Awards received by Participants under this Plan shall not
be deemed as part of a Participant's regular, recurring
compensation for purposes of calculating payments or
benefits from any Company or Subsidiary benefit or severance
program (or severance pay law of any country). The above
programs notwithstanding, the Company may adopt other
compensation plans or arrangements as it deems appropriate
or necessary.
(f) Unfunded Plan. The Plan shall be unfunded and
shall not create (or be construed to create) a trust or a
separate fund(s). Likewise, the Plan shall not establish
any fiduciary relationship between the Company, any
Subsidiary or Affiliate and any Participant or other person.
To the extent any person holds any rights by virtue of an
Award granted under the Plan, such rights shall be no
greater than the rights of an unsecured general creditor of
the Company, any Subsidiary or Affiliate.
(g) Successors and Assignees. The Plan shall be
binding on all successors and assignees of a Participant,
including, without limitation, the estate or beneficiaries
of such Participant and the executor, administrator or
trustee of such estate, or any receiver or trustee in
bankruptcy or representative of the Participant's creditors.
(h) Governing Law. The validity, construction and
effect to the Plan and any actions taken under or relating
to the Plan shall be determined in accordance with the laws
of the State of Delaware.
Exhibit 10.21
ALLMERICA FINANCIAL CORPORATION
1996 NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP PLAN
Section 1: Purpose
The Allmerica Financial Corporation 1996 Non-Employee
Director Stock Ownership Plan (the "Plan") has been adopted
to promote the long-term growth and financial success of
Allmerica Financial Corporation (the "Company") by
attracting and retaining non-employee directors of
outstanding ability and assisting the Company in promoting a
greater identity of interest between the Company's non-
employee directors and its stockholders.
Section 2: Definitions
As used in the Plan, the following terms have the
respective meanings as set forth below.
Award means any Stock Award granted under the
Plan.
Board means the Company's Board of Directors.
Common Stock means the Common Stock, par value
$.01 per share, of the Company.
Company means Allmerica Financial Corporation, a
corporation established under the laws of the
State of Delaware, and any entity that is directly
or indirectly controlled by the Company or any
entity in which the Company has a significant
interest as determined by the Board.
1934 Act means the Securities Exchange Act of 1934
as amended from time to time.
Participant means a Non-Employee Director.
Shares means of the Common Stock of the Company.
Stock Award means an Award to a Participant
comprised of Common Stock granted under Section 7
of the Plan.
Section 3: Effective Dates
Subject to approval by the stockholders of the Company,
the Plan shall be in effect as of October 17, 1996. No
Awards may be made under the Plan after ten years from the
effective date of the Plan or earlier termination of the
Plan by the Board.
Section 4: Plan Operation
The Plan is intended to meet the requirements of Rule
16b-3 or its successors under Section 16 of the 1934 Act and
accordingly is intended to be self-governing. To this end
the Plan requires no discretionary action by any
administrative body with regard to any transaction under the
Plan. To the extent, if any, that any questions of
interpretation arise, they shall be resolved by the Board.
To the extent any provision of the Plan or action by the
Board fails to comply with Rule 16b-3, it shall be deemed
null and void, to the extent permitted by law and deemed
advisable by the Board.
Section 5: Eligibility
Directors eligible to receive Awards under the Plan
("Non-Employee Directors") shall be those members of the
Board who are not current employees of the Company or any of
its subsidiaries.
Section 6: Stock Available for Awards
(a) Common Shares Available. The maximum number of
Shares available for Awards under the Plan may not exceed
150,000 shares of Common Stock of the Company.
(b) Adjustments and Reorganizations. As appropriate,
adjustments shall be made to meet the intent of the Plan.
Such appropriate adjustments shall be made to the number of
shares available under the Plan and which thereafter may be
made the subject of Awards under the Plan. Such actions may
include, but are not limited to, any stock dividend, stock
split, combination or exchange of Shares, merger,
consolidation, spin-off, recapitalization or other
distributions (other than normal cash dividends) of Company
assets to stockholders, or any other change affecting
Shares. Appropriate adjustments shall also be made in the
calculation of Fair Market Value as necessary to preserve
the Participants' rights under the Plan.
Section 7: Awards
Stock Awards. Commencing with the 1997 annual meeting
of shareholders, the Company will issue to each Participant
800 Shares of Common Stock on the first business day
following each annual meeting until the Plan is terminated
or amended. Such shares will not have any restrictions
regarding future service or performance contingencies which
must be satisfied before the Participant is allowed to sell
or transfer the Shares.
Section 8: General Provisions Applicable to Awards
(a) Documentation of Grants. Awards made under the Plan
shall be evidenced by written agreements or such other
appropriate documentation as the Board shall prescribe. The
Board need not require the execution of any instrument or
acknowledgment of notice of an Award under the Plan, in
which case acceptance of such Award by the respective
Participant will constitute agreement to the terms of the
Award.
(b) Plan Amendment. The Board may suspend the Plan or
any portion of the Plan. The Board may also amend the Plan
if deemed to be in the best interests of the Company and its
stockholders; provided, however, that (a) no such amendment
may impair any Participant's right regarding any outstanding
grants, elections or other right to receive shares under the
Plan without his or her consent, and (b) the Plan may not be
amended more than once every six months, unless such
amendment is permitted by Rule 16b-3(c)(2)(ii)(B) under the
1934 Act.
(c) Compliance with Securities Laws. The Company shall
not be obligated to deliver any Shares until (1), in the
opinion of the Company's counsel, all applicable federal,
state and foreign laws and regulations have been complied
with, (2) if the Company's Common Stock outstanding is at
the time listed on any stock exchange, the Shares to be
delivered have been listed or authorized to be listed on
such exchange upon official notice of issuance, and (3) all
other legal matters in connection with the issuance and
delivery of such Shares have been approved by the Company's
counsel. If the sale of Shares has not been registered
under the Securities Act of 1933, as amended, the Company
may require such representations or agreements as counsel
for the Company may consider appropriate to avoid violation
of such Act and may require that the certificates evidencing
such Shares bear an appropriate legend restricting transfer.
(d) Governing Law. The validity, construction and
effect of the Plan and any such actions taken under or
relating to the Plan shall be determined in accordance with
the laws of the State of Delaware and applicable federal
law.
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
This schedule contains summary financial information extracted from the interim
consolidated balance sheet and income statement of Allmerica Financial
Corporation as of June 30, 1996 and for the period then ended, and is qualified
in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<DEBT-HELD-FOR-SALE> 7958
<DEBT-CARRYING-VALUE> 7908
<DEBT-MARKET-VALUE> 7958
<EQUITIES> 399
<MORTGAGE> 717
<REAL-ESTATE> 158
<TOTAL-INVEST> 9440
<CASH> 128
<RECOVER-REINSURE> 971
<DEFERRED-ACQUISITION> 792
<TOTAL-ASSETS> 18506
<POLICY-LOSSES> 3051
<UNEARNED-PREMIUMS> 816
<POLICY-OTHER> 2290
<POLICY-HOLDER-FUNDS> 2640
<NOTES-PAYABLE> 704
0
0
<COMMON> 1
<OTHER-SE> 1563
<TOTAL-LIABILITY-AND-EQUITY> 18506
1101
<INVESTMENT-INCOME> 328
<INVESTMENT-GAINS> 54
<OTHER-INCOME> 51
<BENEFITS> 985
<UNDERWRITING-AMORTIZATION> 241
<UNDERWRITING-OTHER> 237
<INCOME-PRETAX> 165
<INCOME-TAX> 37
<INCOME-CONTINUING> 128
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 90
<EPS-PRIMARY> 1.79
<EPS-DILUTED> 1.79
<RESERVE-OPEN> 2896
<PROVISION-CURRENT> 744
<PROVISION-PRIOR> (56)
<PAYMENTS-CURRENT> 301
<PAYMENTS-PRIOR> 386
<RESERVE-CLOSE> 2865
<CUMULATIVE-DEFICIENCY> (32)
</TABLE>
