EXHIBIT 1 1996 ANNUAL REVIEW INVESTORS HERITAGE LIFE INSURANCE COMPANY KENTUCKY INVESTORS, INC. TABLE OF CONTENTS Mission and Strategy Statement 2 Letter to Stockholders 3 Management's Discussion and Analysis 9 Board of Directors 22 In Memoriam and Corporate Officers 23 Kentucky Investors, Inc. Consolidated Financial Statements 24 Selected Financial Data 28 Report of Independent Auditors 28 Investors Heritage Life Insurance Company Selected Financial Data 29 Report of Independent Auditors 29 Consolidated Financial Statements 30 Notes to Consolidated Financial Statement 34 Territory Map 47 Stock Prices and Annual Meeting 48 OUR MISSION The mission of Investors Heritage Life Insurance Company is to provide quality life insurance products and services, and maintain financial strength for the benefit of our insureds, stockholders, agents and employees. Investors Heritage Life Insurance Company is committed to achieving long term financial objectives by implementing strategies to increase the volume and quality of insurance in force. We will improve the quality of the delivery system with programs to enhance the skills and timely response of marketing and support service functions. OUR STRATEGY The strategic plan focuses on timely product development, technology, education, communication, human resources practices, and market concentration as key elements to the attainment of financial objectives. The overall strategy is to provide competitive products and superior quality services while improving productivity and job enrichment. LETTER TO OUR SHAREHOLDERS Considering earnings, asset growth, continued asset quality, sales and strategic use of our Business Plan, Kentucky Investors, Inc. ("Kentucky Investors") and Investors Heritage Life Insurance Company ("Investors Heritage") (collectively, the "Companies") enjoyed during 1996 one of the best years in their thirty-three year and thirty-six year histories. Earnings for Kentucky Investors were $1,146,619 or $1.41 per share, up 98% over 1995. Investors Heritage had earnings of $1,601,574, or $1.78 per share, an increase of 74.5% over the year 1995. Total revenue was $47,780,000 which was an increase of 8.4% over year-end 1995. A dividend of $.76 per share was paid to Investors Heritage stockholders and $.38 per share to Kentucky Investors stockholders. Assets of Kentucky Investors increased to $226,461,498 and Investors Heritage assets increased to $228,595,449. Insurance premium sales set a record for the third consecutive year and for the fifth out of six years of the 1990's. With 99.3% of fixed income assets rated investment grade by Standard & Poors, the same as year-end 1995, our basic investment strategy of the past continues to serve the policyholders and stockholders of the Companies well. The investment grade rating has been between 98.9% and 100% for each of the years since 1990. Our average quality rating at year end was AA. None of our fixed income assets are in default. In addition, we continue to have an outstanding mortgage loan portfolio. As of year end 1995, Investors Heritage had $13,900,000 invested in mortgage loans which represents 7.9% of total invested assets. Investors Heritage has been successful in adding value to the total investment portfolio through its mortgage loans by achieving yields that are from 1% to 4.3% higher than fixed income yields. As of December 31, 1996, we had no nonperforming mortgage loans which would include loans past due sixty days or more, loans in the process of foreclosure, restructured loans and real estate acquired through foreclosure. As in the past eight years, my Letter to Stockholders has referred to quality investments and the analysis of asset adequacy performed each year even though We are only required to do so every three years. Each year Investors Heritage's asset adequacy model has become more sophisticated and useful. The analysis shows very favorable results and is explained in more detail on Page 21 in the Management's Discussion and Analysis.Additionally, a pie chart showing the Distribution of Invested Assets is on Page 8. Our administrative capabilities continue to be a key factor in our ability to be competitive in the ever increasing complexities of today's insurance products and the markets in which we choose to compete. Investors Heritage is not only able to develop and monitor our business plan by tracking each product line monthly, but also able to provide policy information on a daily basis to policyholders or servicing agents and to provide computer age sales equipment, software and techniques. As I have reported each year of this decade, Investors Heritage is concentrating on three basic insurance markets: (1) The funeral home market providing Preneed and Final Expense Life Insurance and Annuity products; (2) The banking industry providing Credit Life, Credit Accident and Health, and Mortgage Redemption products; (3) The traditional Ordinary Life insurance market, particularly the middle and upper middle income populace. Record sales during five of the six years of this decade prove that the marketing element of our business plan is being successfully followed. Significant development has come in the Preneed funeral home market over the past several years. Production of Single Life and Annuity products increased 33.6% in 1996. Since 1975, we have sold Final Expense and Preneed products primarily in North Carolina, but in recent years we have expanded into ten other states with our Preneed Program, and are making outstanding progress in those eleven targeted states. A twelfth state will be activated in 1997. Credit Life production through Investors Heritage Financial Services Group, Inc., a wholly owned subsidiary of Kentucky Investors ("Financial Services Group") was strong. Marketing revenues for Financial Services Group were $282,000 in 1996 compared to $171,000 in 1995. In 1996, the first year of operation under the agreement with Connecticut General, Investors Heritage earned administrative and retention fees of $222,069. In addition production of Mortgage Redemption insurance through financial institutions increased 108%. In 1996 we expanded the Mortgage Redemption line of business into Illinois and will explore the potential of this market in two other states this year. Traditional Ordinary Life production was steady during 1996, as it has been for several years. The trend in the industry is for flat or stagnant traditional Ordinary Life sales. We consider our steady production in the past few years in this segment of our business positively because of the strong emphasis we have placed on Preneed and Credit related divisions, thus drawing resources away from the traditional Ordinary Life business segment. These results in our three markets are due to the excellent products and outstanding service provided by our associates in the "field" as well as in our home office. Throughout the thirty-six year history of Investors Heritage, we have been fortunate to have extremely qualified and dedicated insurance representatives and service personnel. We have very positive expectations for all three marketing divisions in 1997 and beyond. With mergers and acquisitions regularly taking place by domestic and foreign insurance conglomerates, we are convinced more than ever that there is a definite need and place for smaller well-run life insurance companies. Because of our size and the way we like to do business, Investors Heritage personnel can get to know our customers (insureds and agents) and respond quickly to their needs. We believe this gives Investors Heritage a competitive advantage. Insurance agents, funeral directors and bankers are looking for this type of customer service to go along with outstanding products. Investors Heritage Printing, Inc., a wholly owned subsidiary of Kentucky Investors, Inc., experienced another outstanding year with increased sales and profits. In addition to printing all the Investors Heritage material, outside job orders increased and Community Press, which we purchased in 1995, continues to enjoy success providing syndicated newspaper filler articles for newspapers throughout the country. In 1995, Investors Heritage Printing paid its first dividend in the amount of $4,000 to Kentucky Investors, Inc. This dividend was increased to $46,000 in 1996. In March, 1997, several parts of Kentucky suffered terrible flooding and Frankfort was one of the cities affected. Although our offices are located one-half block from the Kentucky River, we have experienced inconveniences but very little damage in past years, except for the flood of 1978. A flood wall which was recently completed in our section of town prevented flooding in our area. This gives us great expectations that flooding should no longer be a concern to us as it regards our property. I, my family and everyone associated with Investors Heritage and Kentucky Investors lost a dear friend and valuable business colleague with the death of Board member Joe R. Johnson on July 17, 1996. The top of Page 23 is in memoriam to Mr. Johnson. Gordon Duke replaced Mr. Johnson on the Investors Heritage Board. Gordon has been a member of the Kentucky Investors Board since 1991. He is Executive Vice President, Webb Companies, and has served the people of Kentucky in a variety of state government positions, including State Budget Director and Secretary of the Finance Cabinet. I am sorry to report that Warner Hines, an original investor and Board member of Kentucky Investors, Inc. resigned January 20, 1997, because of health reasons. Warner has served with distinction on the Board of Kentucky Investors since 1963. His advice and counsel have been most helpful and we will continue to enjoy his friendship and appreciate his continued interest in the companies. Mr. Hines' vacancy has not been filled. In the 25th Annual Report to Stockholders in 1985, Harry Lee Waterfield, our founder, closed the Management Letter to Stockholders with a statement that I used in the Annual Review following his death in 1988. I would like to use that statement again: "The Investors Heritage 'Doorway to Your Heritage' motto will be the same for the next twenty-five years as it has been for the first twenty-five. The Company has an Executive and Administrative staff attuned to the progress and development of an outstanding insurance organization. They are conscientious and have abilities to perform for the benefit of our stockholders and policyholders who have entrusted to each of us in the organization the confidence and the monetary contribution to develop a growing company. To all of those and to our legion of friends, we are grateful." OPTION ADJUSTED VALUE VS TERM STRUCTURE SHIFT GRAPH A graph appears on this page which shows the results of the Asset Adequacy Analysis performed by Investors Heritage Life Insurance Company. The graph demonstrates the option adjusted prices of assets, liabilities, and surplus at various shifts in the interest rate environment. DISTRIBUTION OF INVESTED ASSETS GRAPH A pie chart appears on this page showing the Distribution of Invested Assets for all of the assets of Investors Heritage Life Insurance Company. The chart shows the following breakdown: Fixed Maturities 84.3%; Contractual Obligations of Affiliate:0.4%; Investments in Affiliates:1.3%; Equity Securities 1.5%; Short Term Investments:0.6%; Policy Loans:3.9%; Other Long Term Investments: 0.1%; Mortgage Loans-R.E.:7.9%. MANAGEMENT'S DISCUSSION AND ANALYSIS UTILIZING RESOURCES During 1996, Investors Heritage Life Insurance Company ("Investors Heritage") was able to continue to expand its market share in the preneed funeral market. Additionally, Investors Heritage Financial Services Group, Inc. ("Financial Services Group") a wholly owned subsidiary of Kentucky Investors, Inc. ("Kentucky Investors") has been successful in securing marketing agreements with a number of unaffiliated insurers. This has enabled Financial Services Group and Investors Heritage to continue utilizing their expertise in the marketing and administration of credit life and credit accident & health insurance (respectively "Credit Life" and "Credit A&H", and collectively "Credit Insurance"). Further, through Financial Services Group, Investors Heritage is able to offer products such as mortgage protection and ordinary life insurance through financial institutions. FINANCIAL STRENGTH The quality of our investment portfolio and the current level of shareholders' equity of Kentucky Investors and Investors Heritage continues to provide a sound financial base as we continue to expand our marketing system to offer competitive, quality products. As of December 31, 1996, 99.3% of the fixed income portfolio of Investors Heritage was rated investment grade by Standard and Poor's and none of our fixed income assets or mortgage loans were in default. REVENUES Overall revenues were $47,780,000, $44,076,000 and $46,804,000 in 1996, 1995 and 1994, respectively for Investors Heritage. The changes were due primarily to the method of presentation of a new ordinary life insurance product and marketing changes in the Credit Insurance segment. A discussion of the changes follows. See "Life and Annuity" and "Credit Insurance" below. Additionally, Investors Heritage has had steady growth in Net Investment Income which increased 7.8% or $839,000 in 1996 from 1995. The 1995 increase over 1994 was 8.0% or $804,000. Life and Annuity Revenues for the Life and Annuity business segment were 10.4% or $4,415,000 higher in 1996 than 1995. The 1995 increase over 1994 was 9.0% or $3,521,000. These increases came primarily from a new ordinary life single premium product which was introduced during the second quarter of 1994 and sold in the preneed funeral market. This new single premium product resulted in a change in the presentation of certain balance sheet and income items. The previous single premium policy utilized in this market was interest sensitive in form and therefore subject to Financial Accounting Standards Board Statement ("FAS") 97 which requires premiums to be considered deposits and not included in revenues. The new product is not interest sensitive and is subject to the requirements of FAS 60. Under FAS 60 revenues are considered to be premiums and not deposits, thereby increasing premium income. In addition, under FAS 97 deferred acquisition costs for interest sensitive policies are capitalized and amortized over the life of the policy in proportion to expected gross profits. Under FAS 60 deferred acquisition costs for policies that are not interest sensitive are capitalized and amortized in proportion to premiums over the premium payment period. Therefore, since these FAS 60 products are single premium products, no acquisition costs are capitalized. This results in a decrease to deferrals of acquisition-related costs. The effect on the financial statements of this change is offset, however, by the change in the reserve as the acquisition-related costs are utilized to reduce the required benefit reserve under the FAS 60 reserving methodology. Ordinary life sales were in line with production goals set for 1996. Ordinary life production increased approximately 29% in 1996 over 1995, as anticipated, due in large part to marketing advances in single premium preneed and mortgage protection products. New life and annuity premiums and deposits collected during 1996, 1995 and 1994 were $20,925,000, $16,164,000 and $14,872,000, respectively. During 1996, Investors Heritage continued to expand its preneed funeral and final expense marketing operation in eleven states, including Kentucky, North Carolina, Tennessee, Indiana, Illinois, Missouri, Georgia, Virginia, West Virginia, Florida and South Carolina. Additionally, Investors Heritage improved its position in the preneed funeral market in Kentucky where single premium production was up 71% in 1996 compared to 1995. Investors Heritage continues a strong marketing operation in North Carolina. However, due to the successful expansion of our marketing operation noted above, preneed premiums from North Carolina agents accounted for only 49% of the total preneed premiums collected in 1996 compared to 57% for 1995. Premium collections from Kentucky were 20% of total for 1996 and 15% for 1995. Other states showing significant gains were Georgia and Tennessee. Management plans to continue to develop the preneed funeral market as well as market other traditional life insurance products and anticipates increases in single premium production for 1997 over 1996 in the range of 12-15%. Increase in Net Investment Income earned by life and annuity products also contributed to the overall increase in Revenues. Net investment income increased 11.7% in 1996 compared to 1995 and 10.1% in 1995 compared to 1994. Revenues from annuity products increased $119,000 from 1995 to 1996 and decreased $294,000 from 1994 to 1995. Annuity revenues were $1,910,000, $1,791,000, and $2,085,000 for 1996, 1995 and 1994, respectively. The annuity products are sold primarily in conjunction with Investors Heritage's marketing activities in the preneed funeral market. Group Life revenues have decreased for the past three years. Investors Heritage withdrew participation in the Federal Employees Group Life Program in late 1994 because the non-underwritten conversions that Investors Heritage was required to accept exceeded its individual limits for life insurance. It is important to note that during 1997 Investors Heritage anticipates marketing certain preneed products on a group basis. This will generate additional revenues for the group life segment and revenues for the individual life segment will decrease accordingly. Credit Insurance As reported to our stockholders in prior years, Investors Heritage began to phase out of Credit Insurance as a direct writer in the third quarter of 1994. During 1995 Investors Heritage continued to provide Credit Insurance administrative operations as a result of Financial Services Group entering into a marketing agreement with Franklin Life Insurance Company ("Franklin"). In the fourth quarter of 1995 Franklin exited the Credit Insurance market as a result of a change in ownership. Financial Services Group and Investors Heritage wanted to continue to utilize their marketing and administrative capabilities and generate alternative revenues from marketing and retention fees and fees for administration and claims processing. Therefore, in December 1995, Financial Services Group procured a reinsurance agreement between Investors Heritage and the Connecticut General Life Insurance Company ("Connecticut General") pursuant to which all the risk on all Credit Insurance policies sold by Investors Heritage are reinsured with Connecticut General. Careful consideration was given by Investors Heritage prior to reentering the Credit Insurance market as a direct writer. The primary considerations were that the reinsurance transaction was with a highly rated insurance company, Investors Heritage would be able to utilize its capabilities as a Credit Insurance administrator and generate alternate sources of revenues which will ultimately protect, improve and strengthen surplus. In addition, the reentry into the Credit Insurance market further strengthened the favorable relationship with Kentucky financial institutions. Partly as a result of the marketing changes over the past three years the revenues for Credit insurance have decreased as anticipated. Revenues are ($362,000), ($802,000) and $5,431,000 for 1996, 1995 and 1994, respectively. Investors Heritage has written a negligible amount of direct Credit Insurance since 1994 that was not reinsured. Revenues from the Credit Insurance segment will continue to remain small because policies that were written in 1994 and 1993 which were not reinsured will continue to mature. Accident and Health Most of this segment has been from insurance assumed from other insurers. Revenues for this segment have been $597,000, $1,126,000 and $1,139,000 for 1996, 1995 and 1994, respectively. During the year, the insurer that had been ceding business to Investors Heritage advised they would be assuming all of the risks for 1996 business written. The remaining revenues from this segment relate to a closed block of business of individual health insurance which was sold directly by Investors Heritage. Corporate Revenues from the Corporate segment, measured primarily by stockholders' paid-in capital, contributed surplus, earned surplus and property and equipment was $693,000 in 1996, $1,315,000 in 1995 and $1,318,000 in 1994. During 1996 this segment experienced a $506,000 realized capital loss from the sale of approximately $21,000,000 of lower yielding fixed income investments. The proceeds from these sales were reinvested into higher yielding fixed income securities that increased our overall investment yield 20.5 basis points and will provide an annual pre-tax increase of $287,000 to investment income. Reallocation of Segment Data The 1996 and 1995 segment data shown in Note I to the Consolidated Financial Statements was developed using a revised allocation methodology. Such change in approach was applied and amounts for 1994 have been restated. This change in approach was made to enhance the allocation of costs and revenues to coincide with resources used by the segment and revenues earned. The primary changes occurred in Investment Income, net of expenses and other insurance expenses. For 1994 revenues for the Life and Annuities segment increased $446,000. Revenues for the Corporate segment decreased $497,000. Pre-Tax Income from Operations for the Life and Annuities segment increased $115,000 and Pre-Tax Income from Operations for the Corporate segment decreased $193,000. The effect on other segment classifications was immaterial. OPERATING RESULTS Investors Heritage's Net Income for 1996 was up $685,000 or 74.7% from 1995 and down $1,484,000 or 61.8% in 1995 compared to 1994. Kentucky Investors' Net Income for 1996 was up $592,000 or 106.6% from 1995 and down $968,000 or 63.6% in 1995 compared to 1994. Earnings per share were $1.78, $1.02 and $2.66 for 1996, 1995 and 1994, respectively for Investors Heritage. Earnings per share were $1.41, $0.71 and $1.97 during the same periods for Kentucky Investors. Life and Annuity Pre-tax income (Income from Operations Before Federal Income Tax) for the Life and Annuity business segment of Investors Heritage was $2,295,000, $1,143,000 and $2,868,000 for 1996, 1995 and 1994, respectively. The increase in Pre-Tax Income in 1996 when compared to 1995 is primarily attributable to discontinuing the issuance of legal reserve policies to members of dissolved mutual burial associations in North Carolina during 1996. Management intends to limit future issues of legal reserve policies to those that are paid up. Credit Life and Credit Accident and Health As noted above, during the third quarter of 1994 Investors Heritage began the process of phasing out of the Credit Life and Credit A&H market as a direct writer. Since that time this block of business has been decreasing at a significant rate due to the short duration (approximately a two-year average term) of the policies. Pre-Tax Losses were $604,000, $826,000, and $1,095,000 for 1996, 1995 and 1994. The improvement in this segment in 1996 and 1995 compared to 1994 is due primarily to policy reserves being released as the business matures which in turn is offset by claims and the amortization of policy acquisition costs. Policy reserve decreases in 1996, 1995 and 1994 were $2,382,000, $5,521,000 and $1,781,000. Claim expenses were $758,000, $1,928,000 and $2,501,000. Amortization of Deferred Acquisition Expense was $1,216,000, $2,863,000 and $1,287,000. These three areas, in the aggregate, increased or (decreased) Pre- Tax Income by $408,000, $730,000 and ($2,007,000) for 1996, 1995 and 1994, respectively. Accident and Health Pre-Tax Income for the Group and Individual Accident and Health segment was $25,000, $108,000 and $430,000 for 1996, 1995 and 1994, respectively. The majority of this segment is from Involuntary Unemployment Insurance written on a group basis and assumed from another insurer. During 1996 the insurer advised Investors Heritage that they would begin assuming all of the risk. The remainder of this segment is individual health insurance relating to a closed block of business written directly by Investors Heritage. Corporate Pre-tax income (loss) for the Corporate segment was ($160,000), $460,000 and $589,000 for 1996, 1995 and 1994, respectively. A $506,000 realized capital loss from the sale of lower yielding fixed income securities during the year caused a significant decrease in the pre-tax income in this segment for Investors Heritage. A federal income tax refund of approximately $256,000 is expected to be received in 1997 after the realized loss is applied to prior years' capital gains. The increased use of surplus for the sale of new Ordinary Life business by Investors Heritage has also contributed to a reduction in the pre-tax income of the Corporate segment. The statutory capital and surplus of Investors Heritage decreased $2,244,000 in 1996, following an increase of $1,194,000 in 1995 and $1,706,000 in 1994. During 1995 negotiations were completed with the Kentucky Department of Insurance (the "Department") with regard to the valuation of certain assets held by Investors Heritage. Under the agreement reached, Investors Heritage would write down the statutory value of the home office real estate owned from market to depreciated cost over a five-year period and would write down to zero its investment in the common stock of its affiliates over a three-year period. In addition, during 1996 an agreement was reached with the Department to write down to zero an investment in notes from Kentucky Investors, over a seven-year period. At the end of 1996 Investors Heritage management requested and was granted permission to accelerate the write down of investments in affiliated common stock and notes of affiliates as of December 31, 1996. The accelerated write down was requested primarily for two reasons: 1) the capital adequacy ratio of Investors Heritage as determined by a nationally recognized insurance company rating service was significantly improved by the elimination of affiliated investments from the rating formula, and 2) the immediate write down of those assets to zero will eliminate the strain on capital and surplus in future years and allow Investors Heritage to generate positive capital and surplus growth from its on-going operations. For Generally Accepted Accounting Principals ("GAAP") reporting purposes the home office real estate is already carried at depreciated cost and the notes and common stock are carried at cost. While adjusting the statutory value of these assets constitutes a change in the long-standing method of valuation which had been approved by the Department, it is not anticipated that these adjustments will affect Investors Heritage's financial position or net income based on generally accepted accounting principles, or its statutory net income. For additional discussion on this issue, refer to Note H to the Consolidated Financial Statements. INVESTMENTS, LIQUIDITY AND FUND RESTRICTIONS Investors Heritage's investment portfolio continues to provide financial stability. It is management's opinion that Kentucky Investors and Investors Heritage have adequate cash flows both on a long-term and short-term basis as evidenced by the Consolidated Statements of Cash Flows presented in this Annual Review. Investors Heritage's internal cash flows are derived from insurance premiums and investments. The cash flows of Kentucky Investors are derived from the dividends paid to it by Investors Heritage, Financial Services Group and Investors Heritage Printing, Inc. ("Heritage Printing"). Management anticipates these cash flows to experience steady growth due to improved profitability of Financial Services Group and Heritage Printing. During 1996, Financial Services Group's second full year of operation, revenues were $282,000 up 65% or $111,000 compared to 1995, and dividends in the aggregate amount of $67,000 were paid to Kentucky Investors. In addition, revenues from Heritage Printing were $517,000 in 1996, up 7% compared to $483,000 in 1995, and Heritage Printing paid $46,000 in dividends to Kentucky Investors in 1996. Management of Heritage Printing will continue to work to improve revenues from unaffiliated sources as well as providing printing services for Investors Heritage. Revenues from these sources constituted less than 1% of Kentucky Investors' overall Revenues in 1996 and management is working on the continued growth and profitability of both Financial Services Group and Heritage Printing. Management is not aware of any commitments or unusual events that could materially affect Kentucky Investors' or Investors Heritage's capital resources. Further, there is no long-term or short-term external debt. Other than the items disclosed in Note H to the Consolidated Financial Statements and the increased regulatory reporting requirements which generally increase administrative expenses, management is not aware of any current recommendations by any regulatory authority which if implemented would have any material effect on Investors Heritage's liquidity, capital resources or operations. Management does not perceive a need for any external financing and there are no plans to acquire same. However, Kentucky Investors and Investors Heritage will continue to explore various opportunities including corporate acquisitions and purchasing blocks of business from other companies, which may dictate a need for either long-term or short-term debt. There are no restrictions as to use of funds except the restriction on Investors Heritage as to the payment of cash dividends to shareholders which is discussed in more detail in Note G to the Consolidated Financial Statements. Since inception, Investors Heritage has maintained a sound, conservative investment strategy. Investors Heritage's fixed income portfolio of public bonds is managed by an independent portfolio manager, Charter Oak Capital Management, Inc. ("Charter Oak"). As of December 31, 1996, 84.3% of Investors Heritage's total invested assets are managed by Charter Oak pursuant to specific investment guidelines which have been approved by the Board of Directors. Since the inception of Investors Heritage's relationship with Charter Oak, the primary objectives have been to maintain the quality and integrity of the fixed income portfolio while improving the total return on investments. These goals have been accomplished by further diversifying the portfolio methodically over the last 8 years. The fixed income portfolio is diversified among sectors. The market value and the Standard & Poor's average quality rating of this portfolio as of December 31, 1996 are $147.6 million and AA, respectively. The market value of this portfolio at year end 1995 was $137.4 million. At year end 1996 the fixed income portfolio was allocated as follows: 52.8% - corporate; 14.2% - government; 23.0% - mortgage-backed securities; 5.2% - foreigns; 3.4% - asset backed securities; and 1.4% - tax exempt. Within the corporate bond sector, the portfolio is also diversified with 41.3% of that sector invested in bank and finance, 42.9% in industrial and miscellaneous, and 15.8% in utilities. Pie charts showing the Distribution of Fixed Income Assets and Distribution of Corporate Bonds are located on page 17. The fixed income portfolio also includes $34.0 million (at carrying value) of mortgage-backed securities ("MBS") which represents 19.4% of total invested assets and 23.0% of the fixed income portfolio. Mortgage-backed securities add value to the portfolio and Charter Oak has provided the expertise to purchase MBS with the confidence that the credits have been properly analyzed and that the investment properly suits the asset and liability needs of Investors Heritage. There have been concerns expressed by rating agencies, various regulators and other constituencies regarding investments in MBS by insurers and other financial institutions. Although these highly rated securities provide excellent credit quality, their liquidity and risk must be monitored. All of the collateral of the MBS owned by Investors Heritage are guaranteed by the Government National Mortgage Association ("GNMA"), Federal National Mortgage Association ("FNMA") or Federal Home Loan Mortgage Corporation ("FHLMC"). The FNMA and FHLMC securities are structured either as publicly-traded collateralized mortgage obligations ("CMO") or pass-throughs. Unlike most corporate or real estate debt, the primary concern with a MBS is uncertainty of timing of cash flows due to prepayment assumptions rather than the possibility of loss of principal. Investors Heritage's CMO holdings represent approximately 55.5% of the total MBS portfolio. When these securities are purchased at a discount or premium, the income yield will vary with changes in prepayment speeds due to the change in accretion of discount or amortization of premium, as well as the timing of the basic principal and interest cash flows. The overall impact of the CMO's variability in yields on the portfolio is not significant in relation to the yield and cash flows of the total invested assets of Investors Heritage. More importantly, Investors Heritage has no exposure to the more volatile, high-risk CMO's, such as those structured to share in residual cash flows or which receive only interest payments. Except for one sequential pay CMO of approximately $935,000, the CMO's held by Investors Heritage are either planned amortization class ("PAC") bonds, including one planned amortization class-Z account ("PAC-Z"), or support class ("SUP") bonds, both of which are structured to provide a more certain cash flows to the investor and therefore have reduced prepayment risk. DISTRIBUTION OF FIXED INCOME ASSETS GRAPH AND DISTRIBUTION OF CORPORATE BONDS GRAPH Two pie charts appear on this page showing the Distribution of Fixed Income Assets and the Distribution of Corporate Bonds. The Fixed Income Chart shows the following breakdown: corporate 52.8%; government: 14.2%; mortgage-backed securities: 23.0%; foreigns: 5.2%; asset-backed securities; 3.4%; tax exempt: 1.4%. The Corporate Bond Chart shows the following breakdown: bank and finance: 41.3%; industrial and miscellaneous: 42.9%; utilities 15.8%. DISTRIBUTION OF MORTGAGE LOANS GRAPH A pie chart appears on this page showing the Distribution of Mortgage Loans. This chart shows the following breakdown: retail: 37.1%; apartments: 23.1%; office properties: 16.9%; Residential (1 to 4 family): 3.2%; industrial: 9.7%; other 10%. Pass-throughs comprise the remainder of MBS owned by Investors Heritage, representing approximately 44.5% of the total MBS portfolio. Pass-throughs are GNMA, FNMA or FHLMC guaranteed MBS which, simply stated, pass-through interest and principal payments to the investors in accordance with their respective ownership percentage. Additionally, Investors Heritage also engages in commercial and residential mortgage lending with more than 95% of these investments being in commercial properties. All mortgage loans are originated in-house and all loans are secured by first mortgages on the real estate. Loan to value ratios of 80% or less and debt service coverage from existing cash flows of 115% are generally required. Investors Heritage minimizes credit risk in its mortgage loan portfolio through various methods, including stringently underwriting the loan request, maintaining small average loan balances, reviewing its larger mortgage loans on an annual basis and diversifying the portfolio by property type. The average loan balance is $261,921 and the average loan to value is 55%. The largest loan currently held by Investors Heritage is $780,000. Investors Heritage has $13.9 million invested in mortgage loans which represents 7.9% of total invested assets. The portfolio is diversified across various property types as follows: 16.9% - office; 37.1% - retail; 9.7% -industrial; 3.2% - 1 to 4 family; 23.1% - apartments; and 10.0% - other. A pie chart showing the Distribution of Mortgage Loans is located on Page 18. Although approximately 80.3% of Investors Heritage's mortgage loans are located in the various geographic regions of Kentucky, Investors Heritage is familiar with its mortgage loan markets and is not aware of any negative factors or trends which would have a material impact on the local economies where Investors Heritage's mortgage loan properties are located. Investors Heritage has been successful in adding value to the total investment portfolio through its mortgage loan originations due to the fact that yields realized from the mortgage loan portfolio are from 1 to 4.3 percent higher than yields realized from fixed income investments. Further, value has been added because the mortgage loan portfolio has consistently performed well. As of December 31, 1996, Investors Heritage had no non-performing mortgage loans, which would include loans past due 60 days or more, loans in process of foreclosure, restructured loans and real estate acquired through foreclosure. The strength of our liquidity is found in our conservative approach in the product development area and in the strength and stability of our fixed income portfolio and our mortgage loans. For 1996, Investors Heritage's fixed income investments were 99.3% investment grade as rated by Standard & Poor's, unchanged from 99.3% for 1995. None of Investors Heritage's fixed income assets are in default. Liquidity is also managed by laddering maturities of our fixed income portfolio. The average duration of our fixed income investments is 5.2 years with approximately $5.7 million due within 12 months and approximately $31.1 million due within the following four years. Historically management has anticipated that all such investments will be held until maturity. However, one of the responsibilities of our independent portfolio manager is to constantly monitor the credit rating of our fixed income investments to determine if rating changes of any investment requires action by management. In accordance with FAS 115, which was implemented effective January 1, 1994, debt securities that Investors Heritage did not have the positive intent and ability to hold-to-maturity and all marketable equity securities were reclassified as available-for-sale and are carried at fair value. Unrealized gains and losses on securities classified as available-for-sale are carried as a separate component of Stockholders' Equity, net of taxes, and an adjustment to deferred acquisition costs. The Balance Sheets reflect this reclassification. Because management believes it is prudent to have the ability to sell a fixed income investment if market conditions warrant such action, approximately 94% of the fixed income portfolio of Investors Heritage was classified as available- for-sale during 1994. The remainder of the fixed income portfolio was classified as being held-to-maturity and those investments were carried at amortized cost. However, as explained in detail in Note A to the Consolidated Financial Statements, in 1995 Investors Heritage reclassified its held-to-maturity securities so that all of Investors Heritage's fixed income securities are now classified as available-for-sale. The decision to change the classification was based primarily on two factors. First, during the Kentucky Department of Insurance examination, Investors Heritage was advised that the Department was going to require Investors Heritage to write down four local municipal bonds because the Standard Valuation Office of the National Association of Insurance Commissioners refused to value them. Rather than write the assets down to zero, management and the Board of Directors determined that it was in Investors Heritage's best interest to sell the securities. The second reason for the reclassification in 1995 was the pronouncement issued by the Financial Accounting Standards Board allowing a window of opportunity to reclassify securities from a held-to-maturity portfolio to available-for-sale without tainting Investors Heritage's FAS 115 classifications. During 1996, all acquired fixed maturities and equity securities were classified as available- for-sale. A key element of profitability and risk management is the asset/liability management process. To test its financial strength and investment strategy, Investors Heritage has performed asset adequacy analyses (cash flow testing) for the last several years. Although regulatory requirements dictate this process be done every three years, Investors Heritage performs these analyses every year. This asset/liability management process is designed to monitor product and asset characteristics that affect future profitability and risk management strategies. Dynamic models of both assets and liabilities were created to project financial results under several different interest rate scenarios. Items taken into account on the asset side include maturity and liquidity risks, asset diversification and quality considerations. On the liability side, interest crediting strategies and policyholder and agent behavior (lapses, loans, withdrawals and premium flow) are directly related to the interest rate environment being tested. These tests demonstrate very favorable financial results for the assets and liabilities of Investors Heritage held as of December 31, 1996. As indicated by the price behavior curves shown in Page 7 of this Annual Review, there is always a substantial positive difference between the present value of our assets as compared to the present values of our liabilities. Our cash flow testing has proven our investment strategy to be sound. Positive surplus is projected at the end of ten years for each of the interest scenarios tested. Because it is a vital tool in monitoring our financial stability, Management will continue to refine the cash flow testing process. CONSOLIDATION The accompanying consolidated financial statements of Kentucky Investors and Investors Heritage include the accounts of their respective majority-owned subsidiaries, after elimination of intercompany transactions. This discussion and analysis is intended for both Investors Heritage and Kentucky Investors because their respective financial statements are similar in presentation and identical in most cases. BOARD OF DIRECTORS Harry Lee Waterfield II Chairman of the Board I K a b c d e f g h Frankfort, Kentucky Dr. Adron Doran I a b e Lexington, Kentucky H. Glenn Doran I K c d f g Murray, Kentucky Michael F. Dudgeon, Jr. I c Columbia, South Carolina Gordon C. Duke I K d g Frankfort, Kentucky Robert M. Hardy, Jr. I K a d f g h Frankfort, Kentucky Warner Hines K g Frankfort, Kentucky Jerry F. Howell I K a b c d e h Leesburg, Florida Dr. Jerry F. Howell, Jr. I K c f Morehead, Kentucky David W. Reed K h Gilbertsville, Kentucky Helen Wagner I K b f Owensboro, Kentucky I Investors Heritage Life Insurance Company d Investors Heritage Life Finance Committee K Kentucky Investors, Inc. e Investors Heritage Life Compensation Committee a Investors Heritage Life Executive Committee f Kentucky Investors Executive Committee b Investors Heritage Life Nominating Committee g Kentucky Investors Finance Committee c Investors Heritage Life Audit Committee h Kentucky Investors Nominating Committee IN MEMORIAM Joe R. Johnson, retired Treasurer of Investors Heritage Life Insurance Company, died July 17, 1996. Joe was an attorney and banker in his hometown of Clinton, Kentucky, and in 1964, he moved to Frankfort, Kentucky, as Deputy Commissioner, Department of Banking. On January 1, 1969, he joined Investors Heritage Life Insurance Company as Treasurer, Assistant General Counsel, and Board member. He retired as Treasurer and General Counsel May 31, 1988. He was a member of the Board of Directors at the time of his death. Mr. Johnson was a tremendous asset to Investors Heritage and Kentucky Investors. He was deeply involved in the investment functions of the companies and provided invaluable advice on many areas of corporate management as a company officer and Board member. Mr. Johnson will be missed by his many friends. CORPORATE OFFICERS Harry Lee Waterfield II Nancy W. Walton Chairman of the Board, President, VicePresident,UnderwritingI Chief Executive Officer IKPF First Vice PresidentK Jimmy R. McIver Clair S. Manson TreasurerIKPF Vice President, Chief ActuaryI Wilma Yeary CPS John E. Simmons SecretaryIK Vice President, Financial ServicesI Vice President, Marketing F Jane S. Jackson Jane Wise Assistant SecretaryIK Vice President, Policy ServicesI SecretaryPF Howard L. Graham Margaret J. Kays Vice President, Corporate Vice President, Human ResourcesI Services IK Raymond L. Carr Don R. Philpot Vice President, Vice President, AgencyI Administrative Operations & Computer ServicesI Robert M. Hardy, Jr. N. Douglas Hippe Vice President & General Vice President, AccountingI Counsel IK Vice President, Legal F Rick Calvert Vice PresidentP William H. Keller, M.D. Ernst & Young Medical DirectorI Independent AuditorIK I Investors Heritage Life Insurance Company K Kentucky Investors, Inc. F Investors Heritage Financial Services Group, Inc. P Investors Heritage Printing, Inc. KENTUCKY INVESTORS, INC. CONSOLIDATED BALANCE SHEETS DECEMBER 31, 1996 and 1995 ASSETS 1996 1995 INVESTMENTS Securities available-for-sale, at fair value: Fixed maturities $147,584,051 $137,401,716 Equity securities 2,607,926 2,566,023 Mortgage loans on real estate 13,881,835 13,058,464 Policy loans 6,894,715 6,869,039 Other long-term investments 217,681 301,733 Short-term investments 1,096,899 1,133,021 ------------ ------------ Total investments $172,283,107 $161,329,996 Cash and cash equivalents 2,684,509 2,417,375 Accrued investment income 2,413,103 2,139,836 Due and deferred premiums 4,080,483 4,714,057 Deferred acquisition costs 27,921,174 28,260,113 Property and equipment 1,990,856 1,881,038 Goodwill 2,070,108 2,149,735 Other assets 1,935,326 1,489,184 Amounts recoverable from reinsurers 9,618,771 3,663,782 ------------ ------------ $224,997,437 $208,045,116 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Policy liabilities: Benefit reserves $171,094,370 $155,182,145 Unearned premium reserves 9,282,242 6,512,362 Policy claims 1,594,541 1,665,949 Other policyholders' funds: Dividend & endowment accumulations 1,049,919 1,033,503 Reserves for dividends & endowments & other 898,764 1,066,860 ------------ ---------- $183,919,836 $165,460,819 Federal income taxes 3,528,349 5,119,540 Other liabilities 3,549,285 2,707,832 ------------ ------------ Total liabilities $190,997,470 $173,288,191 ------------ ------------ MINORITY INTEREST IN SUBSIDIARY $ 9,842,194 $ 10,115,385 ------------ ------------- STOCKHOLDERS' EQUITY Common stock $ 820,475 $ 811,128 Paid-in surplus 3,374,615 3,374,704 Unrealized appreciation on available-for-sale securities 1,510,225 2,916,509 Retained earnings 18,452,458 17,539,199 ------------ ------------ Total stockholders' equity $ 24,157,773 $ 24,641,540 ------------ ------------ $ 224,997,437 $208,045,116 ============ ============ See notes to consolidated financial statements. KENTUCKY INVESTORS, INC. CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 and 1994 1996 1995 1994 REVENUES Premiums and other considerations $ 36,354,025 $33,061,376 $36,443,762 Investment income, net of expenses 11,528,961 10,674,159 9,872,482 Realized gain (loss) on investments, net (488,126) 29,898 235,959 Other income 566,804 239,178 103,491 ----------- ----------- ----------- Total revenue $ 47,961,664 $ 44,004,611 $46,655,694 ------------ ------------ ----------- BENEFITS AND EXPENSES Death and other benefits $19,134,559 $ 17,291,402 $17,666,871 Guaranteed annual endowments 867,200 890,056 921,148 Dividends to policyholders 647,279 784,506 852,398 Increase in benefit reserves and unearned premiums 12,587,751 11,157,960 8,183,045 Acquisition costs deferred (5,130,000) (4,981,000) (9,019,000) Amortization of deferred acquisition costs 5,894,528 6,085,957 10,092,870 Commissions 4,382,830 4,177,725 8,007,178 Other insurance expenses 7,935,471 7,784,249 7,334,849 ----------- ------------ ----------- Total benefits and expenses $46,319,618 $ 43,190,855 $44,039,359 ----------- ------------ ----------- Income from operations before Federal Income Tax and minority interest in net income of subsidiary $ 1,642,046 $ 813,756 $ 2,616,335 ------------ ------------ ----------- Provision for income taxes Current $ 437,000 $ 687,000 $ 1,044,000 Deferred (360,000) (668,000) (583,000) -------------- -------------- ------------- $ 77,000 $ 19,000 $ 461,000 -------------- -------------- ------------- income from operations before minority interest in net income of subsidiary $ 1,565,046 $ 794,756 $ 2,155,335 MINORITY INTEREST IN NET INCOME OF SUBSIDIARY 418,427 239,824 632,636 ------------ -------------- ------------ Net Income $ 1,146,619 $ 554,932 $ 1,522,699 ============ ============== ============ Earnings Per Share $ 1.41 $ .71 $ 1.97 ============ ============== ============ See notes to consolidated financial statements. KENTUCKY INVESTORS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 and 1994 UNREALIZED APPRECIATION (DEPRECIATION) ON COMMON PAID-IN AVAILABLE-FOR-SALE RETAINED STOCK SURPLUS SECURITIES EARNINGS ------ ------- ------------------ -------- BALANCE, JANUARY 1, 1994 $771,786 $3,284,091 $ 494,933 $15,755,416 Adjustment to beginning balance for change in accounting method 2,050,923 Net Income 1,522,699 Cash Dividend (318,462) Change in net unrealized appreciation (depreciation) (5,302,847) Issuance of common stock, net 8,109 73,087 17,680 --------- --------- --------------- ----------- BALANCE, DECEMBER 31, 1994 $779,895 $3,357,178 $ (2,756,991) $16,977,333 Net Income 554,932 Cash Dividend (332,079) Change in net unrealized appreciation (depreciation) 5,673,500 Issuance of common stock, net 31,233 17,526 339,013 -------- ---------- -------------- ----------- BALANCE, DECEMBER 31, 1995 $811,128 $3,374,704 $ 2,916,509 $17,539,199 Net Income 1,146,619 Cash Dividend (344,611) Change in net unrealized appreciation (depreciation) (1,406,284) Issuance of common stock, net 9,347 (89) 111,251 -------- --------- ------------ ----------- BALANCE, DECEMBER 31, 1996 $820,475 $3,374,615 $ 1,510,225 $18,452,458 ======== ========== ============ =========== <FN> See notes to consolidated financial statements. KENTUCKY INVESTORS, INC. CONSOLIDATED STATEMENTS OF CASH FLOW FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 and 1994 1996 1995 1994 OPERATING ACTIVITIES Net Income $ 1,146,619 $ 554,932 $ 1,522,699 Adjustments to reconcile net income to net cash provided by operating activities: Increase (decrease) in Benefit Reserves 18,302,594 7,175,593 (216,474) Change in Claims Liability (71,408) (169,736) (513,266) Change in Other Policyholder Funds (151,680) (1,135,436) 74,249 Amortization of Deferred Acquisition Costs 5,894,528 6,085,957 10,092,870 Policy Acquisition Costs Deferred (5,130,000) (4,981,000) (9,019,000) Realized Loss (Gain) on Investments 488,126 (29,898) (235,959) Increase in Accrued Investment Income (273,267) (6,075) (157,020) Change in Other Assets and Other Liabilities 395,311 24,363 (947,234) Provision for Deferred Federal Income Taxes (360,000) (668,000) (583,000) Federal Income Tax (250,438) (612) (949,646) Change in Due and Deferred Premiums 633,574 (348,413) (138,862) Net Adjustment for Premium and Discount on Investments 256,456 112,387 224,422 Depreciation and Other Amortization 336,406 358,920 354,724 Change in Minority Interest and Other 321,608 (2,335) 340,751 Change in Amounts Recoverable from Reinsurers (5,954,989) 4,773,358 10,103,840 ---------- --------- ---------- NET CASH PROVIDED BY OPERATING ACTIVITIES $15,583,440 $ 11,744,005 $ 9,953,094 =========== ============ ============= INVESTING ACTIVITIES Securities available-for-sale: Purchases $(46,706,125) $(19,036,132) $ (25,428,933) Sales and Maturities 32,427,878 8,946,675 8,103,582 Securities held-to-maturity: Purchases -0- -0- (962,730) Sales and Maturities -0- 204,084 6,127,887 Other Investments: Cost of Acquisition (2,478,676) (2,290,555) (1,489,150) Sales and Maturities 1,651,805 1,297,428 2,220,019 Net Additions to Property and Equipment (366,597) (180,422) (44,160) ---------- ------------ ---------- NET CASH USED BY INVESTING ACTIVITIES $ (15,471,715) $(11,058,922) $(11,473,485) ============= ============ ============ FINANCING ACTIVITIES Receipts from universal life policies credited to policyholder account balances $ 4,949,560 $ 3,352,687 $ 5,096,198 Return of policyholder account balances on universal life policies (4,570,049) (4,012,800) (4,087,252) Issuances (Purchases) of Common Stock 120,509 387,772 98,876 Dividends (344,611) (332,079) (318,462) ------------- ------------- ----------- NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES $ 155,409 $ (604,420) $ 789,360 ============== ============== ============ INCREASE (DECREASE) IN CASH $ 267,134 $ 80,663 $ (731,031) Cash and cash equivalents at beginning of year 2,417,375 2,336,712 3,067,743 -------------- -------------- ------------ CASH AND CASH EQUIVALENTS AT END OF YEAR $ 2,684,509 $ 2,417,375 $ 2,336,712 ============== ============== ============ See notes to consolidated financial statements. KENTUCKY INVESTORS, INC. SELECTED FINANCIAL DATA KENTUCKY INVESTORS, INC. AND SUBSIDIARIES (000's omitted except for Earnings and Cash Dividends Per Share) 1996 1995 1994 1993 1992 Total Revenue $ 47,962 $ 44,005 $ 46,656 $ 45,388 $ 45,567 Total Benefits & Expenses 46,320 43,191 44,039 43,091 44,597 Net Income 1,147 555 1,523 1,193 516 Earnings Per Share 1.41 .71 1.97 1.55 .65 Total Assets 224,997 208,045 191,367 198,230 171,119 Total Liabilities 190,997 173,288 164,902 168,984 142,987 Long Term Debt -0- -0- -0- -0- -0- Cash Dividends Per Share .38 .38 .37 .36 .36 REPORT OF INDEPENDENT AUDITORS The Board of Directors and Stockholders Kentucky Investors, Inc. We have audited the accompanying consolidated balance sheets of Kentucky Investors, Inc. and subsidiaries as of December 31, 1996 and 1995, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 1996. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Kentucky Investors, Inc. and subsidiaries at December 31, 1996 and 1995, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 1996, in conformity with generally accepted accounting principles. As discussed in Note A to the consolidated financial statements, the Company changed its method of accounting for certain investments in debt securities in 1994. /s/ Louisville, Kentucky March 25, 1997 Investors Heritage Life Insurance Company SELECTED FINANCIAL DATA INVESTORS HERITAGE LIFE INSURANCE COMPANY AND SUBSIDIARY (000's omitted except for Earnings and Cash Dividends Per Share) 1996 1995 1994 1993 1992 Premiums $ 36,354 $ 33,061 $ 36,444 $ 34,966 $ 34,671 Net Investment Income 11,654 10,815 10,011 9,748 10,021 Net Income 1,602 917 2,401 2,302 915 Earnings Per Share 1.78 1.02 2.66 2.54 1.00 Total Assets 227,140 210,490 194,262 201,197 173,885 Policy Reserves 180,377 161,695 155,179 154,387 127,158 Long Term Debt -0- -0- -0- -0- -0- Cash Dividends Per Share .76 .76 .74 .72 .72 REPORT OF INDEPENDENT AUDITORS The Board of Directors and Stockholders Investors Heritage Life Insurance Company We have audited the accompanying consolidated balance sheets of Investors Heritage Life Insurance Company and subsidiary as of December 31, 1996 and 1995, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 1996. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Investors Heritage Life Insurance Company and subsidiary at December 31, 1996 and 1995, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 1996, in conformity with generally accepted accounting principles. As discussed in Note A to the consolidated financial statements, the Company changed its method of accounting for certain investments in debt securities in 1994. /s/ Louisville, Kentucky March 25, 1997 Investors Heritage Life Insurance Company CONSOLIDATED BALANCE SHEETS DECEMBER 31, 1996 and 1995 ASSETS 1996 1995 INVESTMENTS Securities available-for-sale, at fair value: Fixed maturities $147,584,051 $137,401,716 Equity securities 2,607,818 2,565,936 Mortgage loans on real estate 13,881,835 13,058,464 Policy loans 6,894,715 6,869,039 Other long-term investments 217,681 301,733 Short-term investments 968,899 1,103,021 ----------- ----------- $172,154,999 $161,299,909 Investments in affiliates 2,188,840 2,309,438 Contractual obligations of affiliate 646,554 747,753 ------------ ----------- Total investments $174,990,393 $164,357,100 Cash and cash equivalents 2,647,566 2,376,981 Accrued investment income 2,412,713 2,139,333 Due and deferred premiums 4,080,483 4,714,057 Deferred acquisition costs 27,921,174 28,260,113 Property and equipment 1,942,789 1,823,784 Goodwill 1,639,982 1,705,583 Other assets 1,885,757 1,449,163 Amounts recoverable from reinsurers 9,618,771 3,663,782 ----------- ----------- $227,139,628 $210,489,896 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Policy liabilities: Benefit reserves $171,094,370 $155,182,145 Unearned premium reserves 9,282,242 6,512,362 Policy claims 1,594,541 1,665,949 Other policyholders' funds: Dividend & endowment accumulations 1,049,919 1,033,503 Reserves for dividends & endowments & other 898,764 1,066,860 ----------- ------------ Total policy liabilities $183,919,836 $165,460,819 Federal income taxes 2,068,998 3,705,719 Other liabilities 3,478,766 2,663,372 ------------ ------------ Total liabilities $189,467,600 $171,829,910 ------------ ------------ STOCKHOLDERS' EQUITY Common stock $ 1,441,718 $ 1,441,797 Paid-in surplus 3,776,625 3,776,427 Unrealized appreciation on available-for-sale securities 2,044,219 3,948,035 Retained earnings 30,409,466 29,493,727 ------------ ------------ Total stockholders' equity $ 37,672,028 $ 38,659,986 ------------ ------------ $227,139,628 $210,489,896 ============ ============ See notes to consolidated financial statements. Investors Heritage Life Insurance Company CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 and 1994 1996 1995 1994 REVENUES Premiums and other considerations $36,354,025 $33,061,376 $36,443,762 Investment income, net of expenses 11,653,732 10,815,048 10,010,654 Realized gain (loss) on investments, net (489,685) 57,048 346,697 Other income 261,524 142,934 3,078 ----------- ----------- ----------- Total revenue $47,779,596 $44,076,406 $46,804,191 ----------- ----------- ----------- BENEFITS AND EXPENSES Death and other benefits $19,134,559 $17,291,402 $17,666,871 Guaranteed annual endowments 867,200 890,056 921,148 Dividends to policyholders 647,279 784,506 852,398 Increase in benefit reserves and unearned premiums 12,587,751 11,157,960 8,183,045 Acquisition costs deferred (5,130,000) (4,981,000) (9,019,000) Amortization of deferred acquisition costs 5,894,528 6,085,957 10,092,870 Commissions 4,382,830 4,177,725 8,007,178 Other insurance expenses 7,839,875 7,785,215 7,307,693 ------------ ------------ ------------- Total benefits and expenses $46,224,022 $43,191,821 $44,012,203 ----------- ----------- ------------- Income from operations before Federal Income Tax $ 1,555,574 $ 884,585 $ 2,791,988 ------------ ----------- ----------- Provision for income taxes Current $ 360,000 $ 648,000 $ 1,061,000 Deferred (406,000) (680,000) (670,000) ------------ ----------- ----------- $ (46,000) $ (32,000) $ 391,000 ------------ ----------- ----------- Net Income $ 1,601,574 $ 916,585 $ 2,400,988 ============ =========== =========== Earnings Per Share $ 1.78 $ 1.02 $ 2.66 ============ =========== =========== See notes to consolidated financial statements. Investors Heritage Life Insurance Company CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 and 1994 UNREALIZED APPRECIATION (DEPRECIATION) ON COMMON PAID-IN AVAILABLE-FOR-SALE RETAINED STOCK SURPLUS SECURITIES EARNINGS ----- ------- ------------------ -------- BALANCE, JANUARY 1, 1994 $1,449,010 $3,775,383 $ 673,320 $27,641,304 Adjustment to beginning balance for change in accounting method 2,790,241 Net Income 2,400,988 Cash Dividend (666,892) Change in net unrealized appreciation (depreciation) (7,199,469) Cost of common stock purchased (5,751) 977 (90,670) ---------- ---------- ------------ ----------- BALANCE, DECEMBER 31, 1994 $1,443,259 $3,776,360 $(3,735,908) $29,284,730 Net Income 916,585 Cash Dividend (685,219) Change in net unrealized appreciation (depreciation) 7,683,943 Cost of common stock purchased (1,462) 67 (22,369) --------- ---------- ----------- ---------- BALANCE, DECEMBER 31, 1995 $1,441,797 $3,776,427 $ 3,948,035 $29,493,727 Net Income 1,601,574 Cash Dividend (684,442) Change in net unrealized appreciation (depreciation) (1,903,816) Cost of common stock purchased (79) 198 (1,393) ---------- --------- ----------- ---------- BALANCE, DECEMBER 31, 1996 $1,441,718 $3,776,625 $ 2,044,219 $30,409,466 ========== ========== =========== =========== <FN> See notes to consolidated financial statements. Investors Heritage Life Insurance Company CONSOLIDATED STATEMENTS OF CASH FLOW FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 and 1994 1996 1995 1994 OPERATING ACTIVITIES Net Income $ 1,601,574 $ 916,585 $ 2,400,988 Adjustments to reconcile net income to net cash provided by operating activities: Increase (decrease) in Benefit Reserves 18,302,594 7,175,593 (216,474) Change in Claims Liability (71,408) (169,736) (513,266) Change in Other Policyholder Funds (151,680) (1,135,436) 74,249 Amortization of Deferred Acquisition Costs 5,894,528 6,085,957 10,092,870 Policy Acquisition Costs Deferred (5,130,000) (4,981,000) (9,019,000) Realized Loss (Gain) on Investments 489,685 (57,048) (346,697) Increase in Accrued Investment Income (273,380) (6,114) (156,711) Change in Other Assets and Other Liabilities 378,800 260 (921,683) Provision for Deferred Federal Income Taxes (406,000) (680,000) (670,000) Federal Income Tax (250,481) (411) (951,504) Change in Due and Deferred Premiums 633,574 (348,413) (138,862) Net Adjustment for Premium and Discount on Investments 256,456 112,387 224,422 Depreciation and Other Amortization 313,192 313,464 350,838 Change in Amounts Recoverable from Reinsurers (5,954,989) 4,773,358 10,103,840 ----------- ---------- ----------- NET CASH PROVIDED BY OPERATING ACTIVITIES $ 15,632,465 $ 11,999,446 $ 10,313,010 ------------ ------------ ------------- INVESTING ACTIVITIES Securities available-for-sale: Purchases $(46,706,125) $(19,036,132) $ (25,428,933) Sales and Maturities 32,427,878 8,946,675 8,214,320 Securities held-to-maturity: Purchases -0- -0- (962,730) Sales and Maturities -0- 204,084 6,127,887 Other Investments: Cost of Acquisition (2,465,182) (2,297,975) (1,511,189) Sales and Maturities 2,054,548 1,770,165 2,309,447 Net Additions to Property and Equipment (366,596) (149,910) (39,790) ---------- ----------- ------------ NET CASH USED BY INVESTING ACTIVITIES $(15,055,477) $(10,563,093) $ (11,290,988) ------------ ------------- ------------- FINANCING ACTIVITIES Receipts from universal life policies credited to policyholder account balances $ 4,949,560 $ 3,352,687 $ 5,096,198 Return of policyholder account balances on universal life policies (4,570,049) (4,012,800) (4,087,252) Repurchase of Common Stock (1,472) (23,831) (96,421) Dividends (684,442) (685,219) (666,892) ------------ ------------ ----------- NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES $ (306,403) $ (1,369,163) $ 245,633 ------------ ------------- ------------ INCREASE (DECREASE) IN CASH $ 270,585 $ 67,190 $ (732,345) Cash and cash equivalents at beginning of year 2,376,981 2,309,791 3,042,136 ------------ ------------ ------------- CASH AND CASH EQUIVALENTS AT END OF YEAR $ 2,647,566 $ 2,376,981 $ 2,309,791 ============ ============ ============= See notes to consolidated financial statements. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS KENTUCKY INVESTORS, INC. Investors Heritage Life Insurance Company NOTE A - Nature of Operations and Accounting Policies Kentucky Investors, Inc. (Kentucky Investors) is the holding company of Investors Heritage Life Insurance Company (Investors Heritage), Investors Heritage Printing, Inc., a printing company and Investors Heritage Financial Services Group, Inc., an insurance marketing company. Ninety-nine percent of Kentucky Investors operations are generated by Investors Heritage. Investors Heritage's operations involve the sale and administration of various insurance and annuity products, including, but not limited to, participating, non-participating, whole life, limited pay, universal life, annuity contracts, credit life, credit accident and health and group insurance policies. The principal markets for Investors Heritage products are in the Commonwealths of Kentucky and Virginia, and the states of North Carolina, South Carolina, Ohio, Indiana, Florida, Tennessee, Illinois, Georgia, West Virginia and Texas. Basis of Presentation: The accompanying consolidated financial statements of Kentucky Investors, Inc. and subsidiaries and Investors Heritage Life Insurance Company and subsidiary have been prepared in accordance with generally accepted accounting principles (GAAP). Investors Heritage also submits financial statements to insurance regulatory authorities based on statutory accounting practices which differ from GAAP. Principles of Consolidation: The consolidated financial statements include the majority-owned subsidiaries of Kentucky Investors which are Investors Heritage Printing, Inc., Investors Heritage and its subsidiary, Investors Underwriters, Inc., and Investors Heritage Financial Services Group, Inc. Kentucky Investors formed Investors Heritage Financial Services Group, a wholly-owned marketing company which markets a variety of products for a number of companies as well as Investors Heritage's mortgage protection products to financial institutions in 1994. Intercompany transactions are eliminated in the Kentucky Investors consolidated financial statements. The accompanying Investors Heritage financial statements include intercompany transactions with Kentucky Investors and other affiliates which are not eliminated. Investments: Effective January 1, 1994, Kentucky Investors and Investors Heritage adopted Statement of Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt and Equity Securities". In accordance with SFAS No. 115, Kentucky Investors and Investors Heritage classified its fixed maturities and equity securities as available-for-sale or held-to-maturity. Under SFAS No. 115, securities classified as held-to-maturity are carried at amortized cost. Available-for-sale classified securities are carried at fair value with appreciation (depreciation) relating to temporary market value changes recorded as an adjustment to stockholders' equity. The effect of SFAS No. 115 resulted in an increase to stockholders' equity (net of adjustments to deferred policy acquisition costs and deferred federal income taxes) of $2,050,923 and $2,790,241 for Kentucky Investors and Investors Heritage, respectively, to reflect the January 1, 1994, net unrealized gains on securities classified as available-for-sale previously carried at amortized cost. The adoption of SFAS No. 115 had no effect on Kentucky Investors or Investors Heritage net income. NOTES NOTE A - Continued During 1995 the Financial Accounting Standards Board declared a one time "holiday" from SFAS No. 115 restrictions relating to the transfer of held-to- maturity classified securities to the available-for-sale classification. Specifically, FASB decided that companies would be allowed a one time reassessment of their classification of securities. Pursuant to the "holiday" Kentucky Investors and Investors Heritage reclassified its held-to-maturity securities to available-for-sale. This was completed effective November 30, 1995. On that date the amortized cost, related gross unrealized gain and related gross unrealized loss were $6,377,043, $251,188 and $46,733, respectively. During 1996, all acquired fixed maturities and equity securities were classified as available-for-sale. Equity securities are carried at fair value. Premiums and discounts on fixed maturity investments are amortized into income using the interest method. Anticipated prepayments on mortgage-backed securities are considered in the determination of the effective yield on such securities. If a difference arises between anticipated prepayments and actual prepayments, the carrying value of the investment is adjusted with a corresponding charge or credit to interest income. Realized gains and losses on the sale of investments are determined based upon the specific identification method and include provisions for other-than- temporary impairments where appropriate. Mortgage loans, policy loans and other long-term investments are carried at unpaid balances. Short term investments represent securities with maturity dates within one year but exceeding three months. These securities are carried at amortized cost. Cash equivalents include money market funds on deposit at various financial institutions with contractual maturity dates within three months at the time of purchase. Deferred Acquisition Costs: Commissions and other acquisition costs which vary with and are primarily related to the production of new business are deferred and amortized over the life of the related policies (refer to Revenues and Expenses discussed later in this note regarding amortization methods). Recoverability of deferred acquisition costs is evaluated annually by comparing the current estimate of the present value of expected pretax future profits to the unamortized asset balance. If such current estimate is less than the existing balance, the difference is charged to expense. Property and Equipment: Property and equipment is carried at cost less accumulated depreciation, using principally the straight-line method. Accumulated depreciation on property and equipment of Kentucky Investors was $3,270,717 and $3,705,560 at December 31, 1996 and 1995, respectively. Accumulated depreciation on property and equipment of Investors Heritage was $3,188,432 and $3,632,463 at December 31, 1996 and 1995, respectively. Goodwill: Goodwill for Investors Heritage is being amortized over forty years using the straight-line method. Accumulated amortization was $984,015 and $918,414 at December 31, 1996 and 1995, respectively. Benefit Reserves and Policyholder Deposits: Reserves on traditional life and accident and health insurance products are calculated using the net level premium method based upon estimated future investment yields, mortality, withdrawals and other assumptions, including NOTES NOTE A - Continued dividends on participating policies. The assumptions are locked in and based on projections of past experience and include provisions for possible unfavorable deviation. Benefit reserves and policyholder deposits on universal life and investment- type products are determined by using the retrospective deposit method and represent the policy account value before consideration of surrender charges. In addition, unearned revenues are included as a part of the benefit reserve. The mortality assumptions for regular ordinary business are based on the 1955-60 Basic Table, Select and Ultimate, for plans issued prior to 1982, the 1965-70 Basic Table, Select and Ultimate, for plans issued in 1982 through 1984, the 1975-80 Basic Table, Select and Ultimate, for plans issued after 1984 and on the Company's experience for final expense plans. Reinsurance: Kentucky Investors and Investors Heritage assume and cede reinsurance under various agreements providing greater diversification of business, allowing management to control exposure to potential losses arising from large risks, and providing additional capacity for growth. Amounts recoverable from reinsurers are estimated in a manner consistent with the related liabilities associated with the reinsured policies. In accordance with SFAS No. 113 reserves ceded to reinsurers of $8,915,237 and $3,361,687 at December 31, 1996 and 1995, respectively are shown gross on the balance sheets of Kentucky Investors and Investors Heritage. Unearned Premium Reserves: Credit life unearned premium reserves are calculated for level and reducing coverage using the monthly pro rata and Rule of 78's methods, respectively. Credit accident and health unearned premium reserves are determined based upon the Rule of 78's. Policy Claims: Policy claims are based on known liabilities plus estimated future liabilities developed from trends of historical data applied to current exposure. Other Policyholders' Funds: Other policyholders' funds consist primarily of dividends and endowments left on deposit at interest. Participating business approximates 11% of ordinary life insurance in force. Participating dividends are accrued as declared by the Board of Directors of Investors Heritage. The liability for future policy benefits for participating policies was determined based on the Net Level Premium Reserve Method, 3% interest, and the 1941 CSO Mortality and 1958 CSO Mortality tables. All guaranteed benefits were considered in calculating these reserves. The average assumed investment yields used in determining expected gross margins ranged from 3.56% to 9.17% (for the current and all future years an assumed investment yield of 6.80% was utilized). Acquisition costs are amortized in proportion to expected gross margins. Federal Income Taxes: Kentucky Investors and Investors Heritage utilize the liability method in accordance with FASB Statement 109 "Accounting for Incomes Taxes" to account for income taxes. Under such method, deferred tax assets and liabilities are determined based on differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates. Revenues and Expenses: Revenues on traditional life and accident and health insurance products consist of direct and assumed premiums reported as earned when due. Liabilities for future policy benefits, including unearned premium reserves, are provided and acquisition costs are amortized by associating benefits and expenses with earned NOTES NOTE A - Continued premiums to recognize related profits over the life of the contracts. Acquisition costs are amortized over the premium paying period using the net level premium method. Traditional life insurance products are treated as long duration contracts since they are ordinary whole life insurance products which generally remain in force for the lifetime of the insured. The accident and health insurance products are treated as long duration contracts because they are non-cancellable. Revenues for universal life and investment-type products consist of investment income and policy charges for the cost of insurance and policy initiation and administrative fees. Expenses include interest credited to policy account balances, actual administrative expenses and benefit payments in excess of policy account balances. Deferred policy acquisition costs related to universal life and investment-type products are amortized as a uniform percentage of each year's expected gross profits, over the life of the policies. Amortization is unlocked for significant changes in expected versus actual gross profits, including the effects of realized gains or losses. Common Stock and Earnings per Share: The par value per share for Kentucky Investors is $1.00 with 1,225,000 shares authorized (shares issued at December 31, 1996: 820,475; 1995: 811,128; and 1994: 779,895). Earnings per share of common stock were computed based on the weighted average number of common shares outstanding during each year. The number of common shares used in this computation was 813,754 in 1996, 783,820 in 1995, and 772,109 in 1994. Cash dividends per share were $.38 in 1996 and in 1995, and $.37 in 1994. The stated value of Investors Heritage common stock was $1,441,718, $1,441,797, and $1,443,259 at December 31, 1996, 1995 and 1994, respectively. 2,000,000 shares were authorized at December 31, 1996, 1995 and 1994 (shares issued at December 31, 1996: 900,574; 1995: 900,623; and 1994: 901,537). Earnings per share of common stock were computed based on the weighted average number of common shares outstanding during each year:900,508 in 1996, 901,151 in 1995 and 902,115 in 1994. Cash dividends per share were $.76 in 1996 and in 1995, and $.74 in 1994. Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. NOTE B - Investments Investors Heritage limits credit risk by emphasizing investment grade securities and by diversifying its investment portfolio among government and corporate bonds and mortgage loans. Investors Heritage manages its fixed income portfolio to diversify between and within industry sectors. Mortgage loans are issued at loan to value ratios not exceeding 80 percent. Approximately $11,148,000 of the loans outstanding at December 31, 1996 were to borrowers located in Kentucky. All loans are secured by a first mortgage on the property. NOTES NOTE B - Continued Investments in available-for-sale securities are summarized as follows: 1996 Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value Available-for-sale securities: U.S. Government Obligations $ 20,134,443 $ 782,131 $ -0- $ 20,916,574 States and Political Subdivisions 1,988,971 27,399 11,260 2,005,110 Corporate 81,835,543 1,669,954 518,419 82,987,078 Foreign 7,573,874 132,769 31,043 7,675,600 Mortgage-Backed Securities 34,116,401 450,104 566,816 33,999,689 ------------- ----------- --------- ------------- Total Fixed Maturity Securities $ 145,649,232 $ 3,062,357 $1,127,538 $ 147,584,051 Equity Securities 1,034,333 1,618,600 45,115 2,607,818 ------------- ----------- ---------- ------------- Total $ 146,683,565 $ 4,680,957 $1,172,653 $ 150,191,869 ============= =========== ========== ============= 1995 Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value Available-for-sale securities: U.S. Government Obligations $ 24,214,107 $1,364,794 $ 15,497 $ 25,563,404 States and Political Subdivisions 1,987,512 73,488 -0- 2,061,000 Corporate 68,935,613 3,138,499 78,479 71,995,633 Foreign 5,015,069 260,071 -0- 5,275,140 Mortgage-Backed Securities 31,685,496 921,819 100,776 32,506,539 ------------- ---------- ------------ ------------ Total Fixed Maturity Securities $131,837,797 $5,758,671 $ 194,752 $137,401,716 Equity Securities 1,311,393 1,347,552 93,009 2,565,936 ------------ ---------- ------------ ------------ Total $133,149,190 $7,106,223 $ 287,761 $139,967,652 ============ ========== ============ ============ In accordance with SFAS No. 115, net unrealized gains (losses) for investments classified as available-for-sale are shown, net of the effect on deferred income taxes and deferred policy acquisition costs assuming that the appreciation (depreciation) had been realized. A summary follows: December 31 1996 1995 ------------------ Net unrealized appreciation on available-for-sale securities $ 3,508,304 $ 6,818,462 Adjustment to deferred acquisition costs (411,002) (836,591) Deferred income taxes (1,053,083) (2,033,836) ----------- --------- Net unrealized appreciation on available-for-sale securities for Investors Heritage $ 2,044,219 $ 3,948,035 Minority shareholders' interest (533,994) (1,031,526) Net unrealized appreciation on ----------- ----------- available-for-sale securities for Kentucky Investors $ 1,510,225 $ 2,916,509 =========== =========== The amortized cost and fair value of debt securities at December 31, 1996, by contractual maturity, are presented on the following page. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Available-for-Sale Amortized Fair Cost Value ----------------- Due in one year or less $ 5,567,485 $ 5,668,525 Due after one year through five years 30,362,453 31,136,827 Due after five years through ten years 35,069,943 35,604,927 Due after ten years 38,566,440 39,188,883 Due at multiple maturity dates 36,082,911 35,984,889 -------------- ------------- Total $ 145,649,232 $ 147,584,051 NOTES NOTE B - Continued Proceeds during 1996 and 1995 from sales and maturities of investments in available-for-sale securities were $32,427,878 and $8,946,675, respectively. Gross gains of $101,509 and $86,647 and gross losses of $633,122 and $50,315 were realized on those sales during 1996 and 1995, respectively. Proceeds from sales and maturities of investments in held-to-maturity securities were $204,084 for 1995. Gross gains of $2,135 and gross losses of $7,964 were realized on those sales. Presented below is investment information for Investors Heritage, including the accumulated and annual change in net unrealized investment gain or loss. Additionally, the table below shows the annual change in net unrealized investment gain (loss) and the amount of realized investment gain (loss) on debt and equity securities for the years ended December 31, 1996, 1995 and 1994: 1996 1995 1994 Change in unrealized investment gain (loss): Available-for-sale: Debt securities $(3,629,100) $12,275,195 $(6,711,276) Equity securities 318,943 501,508 (267,147) Held-to-maturity: Debt securities $ -0- $ 466,504 $(5,663,480) Realized investment gain (loss): Available-for-sale: Debt securities $ (449,194) $ 35,957 $ 134,213 Equity securities (38,221) 375 813 Held-to-maturity: Debt securities $ -0- $ (5,829) $ 108,513 In 1995 there were sales of $146,914 of held-to-maturity securities with a realized loss of $7,705. The Company sold these securities for statutory purposes since they were not valued by the NAIC Securities Valuation Office. Net realized gains of $1,876 resulted from prepayments and calls of held-to- maturity securities in 1995. As previously mentioned in Note A, the balance of held-to-maturity securities was transferred to available-for-sale on November 30, 1995. There were no sales of held-to-maturity securities in 1994. Realized gains in 1994 presented above ($108,513) resulted from prepayments and calls of held-to-maturity securities. Major categories of investment income for Investors Heritage are summarized as follows: 1996 1995 1994 Fixed mat urities $ 9,865,087 $ 9,084,878 $ 8,210,890 Mortgage loans on real estate 1,222,649 1,124,147 1,230,481 Other 927,817 961,604 908,508 ------------ ------------- ------------ $ 12,015,553 $ 11,170,629 $ 10,349,879 Investment expenses 361,821 355,581 339,225 ------------ ------------- ------------ $ 11,653,732 $ 10,815,048 $ 10,010,654 ============ ============= ============ Investors Heritage is required to hold assets on deposit for the benefit of policyholders in accordance with statutory rules and regulations. At December 31, 1996 and 1995, these required deposits had book values of $23,180,262 and $22,290,293, respectively. NOTES NOTE C - Fair Values of Financial Instruments The following disclosure of the estimated fair values of financial instruments is made in accordance with the requirements of SFAS No. 107, "Disclosures about Fair Value of Financial Instruments". The estimated fair value amounts have been determined using available market information and appropriate valuation methodologies. However, considerable judgement was necessarily required to interpret market data to develop these estimates. Accordingly, the estimates are not necessarily indicative of the amounts which could be realized in a current market exchange. The use of different market assumptions or estimation methodologies may have a material effect on the fair value amounts. The following table relates solely to Investors Heritage. Carrying values and fair values for Kentucky Investors approximate those shown for Investors Heritage, except for the investments in and obligations of affiliates recognized by Investors Heritage which are eliminated for Kentucky Investors reporting. December 31 1996 1995 Investors Heritage Carrying Fair Carrying Fair Value Value Value Value Assets: Fixed maturities $147,584,051 $147,584,051 $137,401,716 $137,401,716 Equity securities 2,607,818 2,607,818 2,565,936 2,565,936 Mortgages on real estate: Commercial 13,224,490 14,281,466 12,353,835 13,627,306 Residential 657,345 719,947 704,629 793,064 Policy loans 6,894,715 6,894,715 6,869,039 6,869,039 Other long-term investments 217,681 217,681 301,733 301,733 Short-term investments 968,899 968,899 1,103,021 1,103,021 Investments in affiliates 2,188,840 4,370,971 2,309,438 4,406,088 Contractual obligations of affiliate 646,554 646,554 747,753 747,753 Cash and cash equivalents 2,647,566 2,647,566 2,376,981 2,376,981 Accrued investment income 2,412,713 2,412,713 2,139,333 2,139,333 Liabilities: Policyholder deposits (investment-type contracts) $ 51,339,544 $ 46,075,179 $ 48,243,071 $ 43,049,666 Policy claims 1,594,541 1,594,541 1,665,949 1,665,949 The following methods and assumptions were used in estimating the "fair value" disclosures for financial instruments in the accompanying financial statements and notes thereto: Cash, cash equivalents, short-term investments, policy loans, accrued investment income, other long term investments and contractual obligations of affiliates: The carrying amounts reported for these financial instruments approximate their fair values. Fixed maturity, equity securities, and investments in affiliates: The fair values for fixed maturity, equity securities (including redeemable preferred stocks) and investments in affiliates are based on quoted market prices. Mortgage loans: The fair values for mortgage loans are estimated using discounted cash flow analyses, using the actual spot rate yield curve in effect at December 31. Investment-type contracts: The fair values for the liabilities under investment-type insurance contracts are calculated as surrender values on these contracts. Policy claims: The carrying amounts reported for policy claims approximate their fair value. The fair values for insurance contracts other than investment contracts are not required to be disclosed under SFAS No. 107. NOTES NOTE D - Investment in Affiliates/Contractual Obligation of Affiliate Investors Heritage's investment in the common stock of its parent, Kentucky Investors, either directly or indirectly, was at December 31, 1996: Cost: $2,188,840; Market: $4,370,971 and at December 31, 1995: Cost: $2,309,438; Market: $4,406,088. Additionally, Investors Heritage holds notes receivable from Kentucky Investors with unpaid principal balances of $646,554 and $747,753 at December 31, 1996 and 1995, respectively, with variable interest rates and due dates from 2000 to 2004. Kentucky Investors owns approximately 74% of Investors Heritage. Sales of Kentucky Investors common stock owned by Investors Heritage are reported by Kentucky Investors as stock issuances. The consideration received from such sales is recorded by Kentucky Investors as follows: an adjustment to common stock at par value of securities sold, an adjustment to retained earnings for the cost of securities sold in excess of par value, and an adjustment to paid in surplus for the difference in consideration received and cost of the securities paid by Investors Heritage. NOTE E - Federal Income Tax Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax liabilities and assets as of December 31 are as follows: Investors Heritage 1996 1995 Deferred tax liabilities: Policy acquisition costs $ 7,547,000 $ 7,972,000 Net unrealized gain on available-for-sale securities 1,053,000 2,034,000 Other 360,000 235,000 ----------- ------------ Total deferred tax liabilities $ 8,960,000 $ 10,241,000 Deferred tax assets: Benefit reserves $ 6,432,000 $ 6,286,000 Other 459,000 501,000 ----------- ------------- Total deferred tax assets $ 6,891,000 $ 6,787,000 Valuation allowance for deferred tax assets -0- (252,000) ----------- ------------ Net deferred tax assets $ 6,891,000 $ 6,535,000 ----------- ------------ Net deferred tax liabilities of Investors Heritage $ 2,069,000 $ 3,706,000 Kentucky Investors Deferred tax liability: Undistributed earnings in subsidiary 1,459,000 1,414,000 ---------- ------------ Net deferred tax liabilities of Kentucky Investors $ 3,528,000 $ 5,120,000 =========== ============ Federal income taxes in the consolidated balance sheets include deferred taxes. In 1996 and 1995, taxes recoverable of $337,000 and $77,000, respectively is included in other assets in the consolidated balance sheets. NOTES NOTE E - Continued The reconciliation of income tax attributable to operations computed at the federal statutory tax rate to income tax expense is: 1996 1995 1994 Statutory federal income tax rate 35.0 % 35.0 % 35.0 % Graduated tax rate (1.0)% (1.0)% (1.0)% Small life insurance company deduction (37.9)% (63.8)% (19.5)% Dividend exclusion and tax-exempt income (2.1)% (5.0)% (1.7)% Increase (decrease) in valuation (16.2)% 27.6 % Alternative minimum taxes 2.0 % Purchase accounting differences. .5 % 2.3 % .7 % Other, net 16.8 % 1.3 % .5 % ------- ------ ------ Effective income tax rate_ Investors Heritage (2.9)% (3.6)% 14.0 % Consolidating adjustments 7.6% 5.9 % 3.6 % ------- ------ ------ Effective income tax rate_ Kentucky Investors 4.7% 2.3 % 17.6 % ===== ===== ====== At December 31, 1996 approximately $4,000,000 of the retained earnings of Investors Heritage represents earnings prior to 1984 which accumulated in an account known as policyholders' surplus, which was not subject to income taxation. In certain circumstances, including if distributions are made to stockholders in excess of approximately $26,000,000, Investors Heritage could be subject to additional federal income tax unrelated to its normal taxable income. No provision for such income tax has been provided for as management foresees no events which would result in such tax being incurred. Kentucky Investors made income tax payments of $65,693, $34,750 and $29,200 in 1996, 1995 and 1994, respectively. Investors Heritage made income tax payments of $620,000, $445,614 and $2,450,000 in 1996, 1995 and 1994, respectively. NOTE F - Employee Benefit Plans Kentucky Investors and Investors Heritage participate in a noncontributory retirement plan which covers substantially all employees. Benefits are based on years of service and the highest consecutive 60 months average earnings within the last 120 months of credited service. Benefits are funded based on actuarially-determined amounts. The following tables provide additional details for Kentucky Investors on a consolidated basis. Because the amounts for the unconsolidated parent company and Investors Heritage Printing, Inc. are immaterial, they are not separately presented. 1996 1995 1994 Components of pension expense: Service cost $ 295,721 $ 222,492 $ 212,612 Interest cost 343,151 289,538 244,073 Actual return on plan assets (335,567) (296,918) (269,622) Net amortization and deferral 86,299 10,667 71,269 ------------ ----------- ----------- Net periodic pension expense $ 389,604 $ 225,779 $ 258,332 ------------ ----------- ----------- Plan assets at fair value $ 4,057,709 $ 3,460,959 $ 3,050,765 NOTES NOTE F - Continued 1996 1995 1994 Actuarial present value of projected benefit obligation: Accumulated benefit obligations: Vested $3,863,849 $ 3,356,652 $ 2,537,144 Nonvested 49,321 45,880 35,477 ---------- ----------- ----------- $3,913,170 $ 3,402,532 $ 2,572,621 Provision for future salary increase 1,260,781 1,172,820 833,712 ---------- ----------- ----------- Total projected benefit obligation $5,173,951 $ 4,575,352 $ 3,406,333 Projected benefit obligation in excess of fair value of plan assets $1,116,242 $ 1,114,393 $ 355,568 Unrecognized net loss (1,133,852) (1,255,751) (506,848) Unrecognized transition asset 170,717 204,861 239,004 ---------- ----------- ----------- ACCRUED PENSION COST $ 153,107 $ 63,503 $ 87,724 ========== =========== =========== Excess of plan assets over accumulated benefit obligations $ 144,539 $ 58,427 $ 478,144 ========== =========== =========== The discount rate used in determining the actuarial present value of the projected benefit obligation was 7.5% for 1996 and 1995. The rate of increase in future compensation levels was 5% for 1996, 1995 and 1994. The expected long-term rate of return on plan assets was 9% in 1996, 1995 and 1994. Plan assets represent a deposit administration fund of Investors Heritage. Kentucky Investors and Investors Heritage also sponsor a 401(k) defined contribution plan. Matching contributions to the plan expensed for 1996, 1995 and 1994 were $156,000, $150,000, and $131,000, respectively. NOTE G - Stockholders' Equity and Dividend Restrictions Statutory restrictions limit the amount of dividends which may be paid by Investors Heritage. Generally, dividends during any year may not be paid, without prior regulatory approval, in excess of the lessor of (a) 10 percent of statutory stockholders' equity as of the preceding December 31, or (b) statutory net income for the preceding year. In addition, dividends are limited to the amount of unassigned surplus reported for statutory purposes, which was $8,707,742 at December 31, 1996. NOTE H - Statutory Accounting Practices Investors Heritage's statutory-basis capital and surplus was $12,818,202 and $15,061,860 at December 31, 1996 and 1995; respectively. Statutory-basis net income was $1,422,626, $2,063,471, and $2,486,925 for the years ended December 31, 1996, 1995 and 1994, respectively. Principle adjustments to statutory amounts to derive GAAP amounts include: a) costs of acquiring new policies are deferred and amortized; b) benefit reserves are calculated using more realistic investment, mortality and withdrawal assumptions; c) deferred income taxes are provided; d) value of business acquired and goodwill are established for acquired companies; and e) accounting for certain investments in debt securities. Investors Heritage is domiciled in the Commonwealth of Kentucky and prepares its statutory-basis financial statements in accordance with accounting practices prescribed or permitted by the Kentucky Department of Insurance. "Prescribed" statutory accounting practices include state laws, regulations, and general administrative rules, as well as a variety of publications of the National Association of Insurance Commissioners ("NAIC"). "Permitted" statutory accounting practices encompass all accounting practices that are not prescribed; such practices may differ from state to state, may differ from company to company. NOTES NOTE H - continued company within a state, and may change in the future. The NAIC currently is in the process of recodifying statutory accounting practices, the result of which is expected to constitute the only source of "prescribed" statutory accounting practices. Accordingly, that project, which is expected to be completed in 1999, will likely change, to some extent, prescribed statutory accounting practices, and may result in changes to the accounting practices that insurance enterprises use to prepare their statutory financial statements. It is not feasible to discuss the expected impact to the Company of the recodification of statutory accounting practices since no changes have been determined with any certainty. In 1995 Investors Heritage entered into an agreement with the Kentucky Department of Insurance (the "Department") with regard to the valuation of certain assets held by Investors Heritage. Under the agreement Investors Heritage would write down the statutory value of the home office real estate owned from market to depreciated cost over a five-year period and would write down to zero its investment in the common stock of Investors Underwriters, Inc. (subsidiary) and its investment in the common stock of Kentucky Investors over a three-year period. During 1995 the assets were written down by $1,527,826. After consideration of the Asset Valuation Reserve (AVR) related to the write downs the net effect to statutory surplus at December 31, 1995 was a reduction of $395,071. At December 31, 1995, the Department permitted Investors Heritage to carry its notes receivable from Kentucky Investors at its unpaid balance of $747,753. During 1996, the Department informed Investors Heritage that its notes receivable from Kentucky Investors would have to be written down to zero over a seven year period. At the end of 1996, Investors Heritage requested and was granted permission by the Department to accelerate the write downs of its investments in common stock of affiliates and its notes receivable from Kentucky Investors (previously agreed-upon to be recognized over future years) to be recognized entirely during 1996. Home office real estate owned will continue to be written down to depreciated cost over the agreed-upon five year period. The amount of the writedown to be recognized in future years associated with the home office real estate owned is $1,426,938. The effect on capital and surplus at December 31, 1996 attributable to the previously agreed-upon writedown plan and attributable to the 1996 acceleration was $1,797,640 and $2,089,120, respectively. The net effect on capital and surplus for all writedowns recognized during 1996 was a reduction of $2,966,919 after consideration of the offsetting effect to AVR. The acceleration of writedowns in 1996 was requested by Investors Heritage primarily for two reasons: 1) the capital adequacy ratio of Investors Heritage as determined by a nationally recognized insurance company rating service was significantly improved by the elimination of affiliated investments from the rating formula, and 2) the immediate writedown of such assets to zero in 1996 will eliminate the strain on capital and surplus in future years and allow Investors Heritage to generate positive capital and surplus growth from its on- going operations. NOTE I - Segment and Reinsurance Data Investors Heritage operates in four segments as shown in the following tables. All segments except Corporate include both individual and group insurance. Identifiable revenues, expenses and assets are assigned directly to the applicable segment. Net investment income and invested assets are generally allocated to the insurance and the corporate segments in proportion to policy liabilities and stockholders' equity, respectively. Certain assets, such as property and equipment, are assigned to the Corporate segment. Goodwill has been allocated NOTES NOTE I - continued to the insurance lines based upon the mix of business of companies acquired. Corporate segment results for the parent company, Investors Heritage Printing, Inc., and Investors Heritage Financial Services Group are immaterial, after elimination of intercompany amounts, and are not presented. 1996 1995 1994 (000's omitted) Revenue: Life & Annuities $ 46,852 $ 42,437 $ 38,916 Credit(Life & A&H) (362) (802) 5,431 Accident & Health 597 1,126 1,139 Corporate 693 1,315 1,318 --------- ---------- --------- $ 47,780 $ 44,076 $ 46,804 ========= ========== ========= Pre-Tax Income from Operations: Life & Annuities $ 2,295 $ 1,143 $ 2,868 Credit(Life & A&H) (604) (826) (1,095) Accident & Health 25 108 430 Corporate (160) 460 589 --------- ---------- --------- $ 1,556 $ 885 $ 2,792 ========= ========== ========= Assets: Life & Annuities $ 179,728 $ 163,834 $ 143,789 Credit(Life & A&H) 10,329 8,186 20,107 Accident & Health 933 1,692 1,811 Corporate 36,150 36,778 28,555 -------- ---------- -------- $ 227,140 $ 210,490 $ 194,262 ========= ========== ========= Amortization and Depreciation Expense: Life & Annuities $ 4,433 $ 2,874 $ 4,303 Credit(Life & A&H) 1,227 2,672 4,971 Accident & Health 300 605 906 Corporate 248 248 264 -------- ---------- ---------- $ 6,208 $ 6,399 $ 10,444 ========= ========== ========== For 1995, the development of segment data was derived using a revised allocation methodology. Such change in approach was applied and amounts have been restated for the 1994 segment data presented above. This change in approach was made to enhance the allocation of costs and revenues to coincide with resources used by the segment and revenues earned. As a result of this change, revenues for the Life and Annuities segment increased $446,000 for 1994. Revenues for the Corporate segment decreased $497,000 for 1994. Pre-Tax Income from Operations for the Life and Annuities segment increased $115,000 for 1994. Pre-Tax Income from Operations for the Corporate segment decreased $193,000 in 1994. The effect on other segment classifications presented above was immaterial. The 1996 segment information was developed using a consistent approach with that used to derive the 1995 and 1994 information presented above. Investors Heritage ceded 100% of the risks associated with its credit life and accident insurance written during 1996 through a coinsurance agreement with Connecticut General Life Insurance Company. Investors Heritage administers the ceded credit life and accident insurance for an agreed-upon fee. During 1996, Investors Heritage recognized $410,062 of NOTES NOTE I - continued fee income associated with this reinsurance arrangement. Benefit and claim reserves ceded to Connecticut General Life Insurance Company associated with this reinsurance arrangement at December 31, 1996 were $5,451,435. Additionally, Investors Heritage utilizes yearly renewable term reinsurance to cede life insurance coverage in excess of its retention limit which has been set at $100,000. Total premiums ceded amounted to $9,978,000 and $1,135,000 in 1996 and 1995, respectively, and commissions and expense allowances received were $5,795,000 and $166,000 in 1996 and 1995, respectively. Unearned premium reserves were reduced by $7,325,000 and $2,048,000 at December 31, 1996 and 1995, respectively, for credit-related reinsurance transactions. Benefit recoveries associated with Investors Heritage ceded reinsurance contracts were $1,421,000 and $2,773,000 in 1996 and 1995, respectively. Investors Heritage remains contingently liable on all ceded insurance should any reinsurer be unable to meet their obligations. Assumed reinsurance premiums were $3,734,000 and $4,348,000 in 1996 and 1995, respectively. NOTE J - Contingent Liabilities Investors Heritage is named as a defendant in a number of legal actions arising primarily from claims made under insurance policies. Management and its legal counsel are of the opinion that the settlement of those actions will not have a material adverse effect on Investors Heritage's financial position or results of operations. In most of the states in which Investors Heritage is licensed to do business, guaranty fund assessments may be taken as a credit against premium taxes over a five year period. These assessments, brought about by the insolvency of life and health insurers, are levied at the discretion of the various state guaranty fund associations to cover association obligations. There has been a significant increase in recent years of guaranty fund assessments. There is no reasonable way to determine if the assessments will increase or decrease in the future, but management is of the opinion that the effect would not be material on the financial position or results of operations of either Investors Heritage or Kentucky Investors because of the use of premium tax off-sets. TERRITORY A map appears on this page which highlights the states in which the Company is licensed to do business. These states are Alabama, Arizona, Arkansas, Colorado, Florida, Georgia, Illinois, Indiana, Kansas, Kentucky, Louisiana, Michigan, Mississippi, Missouri, Montana, Nebraska, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, South Carolina, South Dakota, Tennessee, Texas, Utah, Virginia, West Virginia. The Company logo appears also on this page with Company address. Investors Heritage Life Insurance Company 200 Capital Avenue Frankfort, Kentucky 40601 Stock Information Stock Prices NASDAQ OVER-THE-COUNTER MARKET QUOTATIONS Investors Heritage Life Insurance Company 1996 MARKET PRICE RANGE March 26-28 June 26-28 Sept. 26-28 Dec. 26-28 1996 Annual Dividend Per Share - $.76 1995 MARKET PRICE RANGE March 26-28 June 26-28 Sept. 26-28 Dec. 26-28 1995 Annual Dividend Per share - $.76 Kentucky Investors, Inc. 1996 MARKET PRICE RANGE March 12 7/8 13 3/4 June 13 13 3/4 Sept. 13 13 5/8 Dec. 13 13 3/4 1996 Annual Dividend Per Share - $.38 1995 MARKET PRICE RANGE March 12 1/2 13 1/2 June 12 1/2 13 1/2 Sept. 12 3/4 13 3/4 Dec. 12 3/4 13 3/4 1995 Annual Dividend Per Share - $.38 The stock of both companies is traded on over-the-counter market. Both stocks are on the NASDAQ system. The quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission, and may not represent actual transactions. The symbol for Investors Heritage Life is INLF and the symbol for Kentucky Investors is KINV. The 1997 cash dividend to be paid to its stockholders by Investors Heritage Life on April 11, 1997 is $.76 per share, and the cash dividend to be paid on the same date to its shareholders by Kentucky Investors is $.38 per share. ANNUAL MEETING The 1997 meeting of shareholders of Investors Heritage Life Insurance Company is scheduled for 10 a.m. on Thursday, May 8, 1997, at the company auditorium, Second and Shelby Streets, Frankfort, Kentucky. The annual meeting of shareholders of Kentucky Investors, Inc., is scheduled for the same date and location at 11 a.m. FORM 10-K A copy of the Form 10-K Annual Report to the Securities and Exchange Commission for either Company can be obtained upon request to the Secretary of that company. TRANSFER AGENT Investors Heritage Life Insurance Company Stock Transfer Department P.O. Box 717 Frankfort, Kentucky 40602 (502) 223-2364 - EXT. 305