1998 ANNUAL REVIEW INVESTORS HERITAGE LIFE INSURANCE COMPANY KENTUCKY INVESTORS, INC. TABLE OF CONTENTS Frankfort's Historical Sites 2 Mission and Strategy Statement 4 Letter to our Shareholders 5 Management's Discussion and Analysis 10 Board of Directors 22 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 Stock Prices and Annual Meeting 48 Photos by Lucy Carol Johnson Many of the Investors Heritage Life Insurance Company employees are shown in pictures taken at eleven points of interest in Frankfort, Kentucky. These historical sites are briefly described in order of appearance in the Annual Review. When in Frankfort we hope you will visit these and many other sites of interest and historical significance. Old State Capitol The Old State Capitol building was designed by Gideon Shyrock and built between 1827-1830, introducing the Greek Revival style west of the Appalachians. Inside stands a self-supporting stone stairway. It served as the state capitol from 1830-1910. This was the only pro-Union state capitol occupied by the Confederate Army. After a bitterly contested election, Governor William Goebel was shot and killed by an assassin on the Capitol lawn in 1899. Garth K. Ferguson, the maternal grandfather of Harry Lee Waterfield II, Nancy Waterfield Walton, and RoseGayle Waterfield Hardy, was a Senate page and his father a Senator at the time of the assassination. Old Governor's Mansion When Kentucky was admitted to the Union in 1792 there was no executive residence. Isaac Shelby, the first Kentucky Governor, lived in a log cabin. Construction on this home was begun in 1797 and finished in time for the second governor, James Garrard. In 1956 the house was designated as the official residence of the Lieutenant Governor of Kentucky. The patio and rose garden were added during the early 1970's. Our founder, Harry Lee Waterfield was the first Lt. Governor to reside in the Old Mansion. He and his family lived there during his two terms from 1956 - 1959 and 1963 -1967. The Old Mansion is the oldest executive residence still in use in the United States. It was occupied two years before the White House. Liberty Hall This Federalist style house was built in 1796 for Kentucky's first Senator, John Brown. Brown was a member of the Virginia Legislature and the Old Congress before statehood. He served in the U.S. Senate from 1792-1805. He was a soldier under Washington and an aide to Lafayette. In 1810 his wife, Margaretta, started the first Sunday School west of the Alleghenies in the garden which became the First Presbyterian Church. Four generations of Browns lived in the house. First Presbyterian Church The Church was organized in 1815 as an outgrowth of the Sunday School begun in 1810 by Margaretta Brown. The present Gothic building was built in 1849. Although the building was not completed, it was opened for service for visiting President-elect, Zachary Taylor. Orlando Brown House This Greek Revival house was designed by Kentucky architect, Gideon Shyrock, for the second son of John Brown. The house was built in 1835 and three generations of Browns lived in the house until 1945. Singing Bridge The Singing Bridge spans the Kentucky River linking Bridge Street and St. Clair in downtown Frankfort. The steel bridge was built in 1893 to replace a covered wooden bridge. The open grate floor creates a variety of musical pitches depending on the weight and speed of traffic; thus the St. Clair Street Bridge is known as the "Singing Bridge". Executive Mansion The Executive Mansion was built in 1912 and the exterior was modeled after Marie Antoinette's villa near the Palace of Versailles. Twenty-two Kentucky Governors have lived in the Mansion. It was renovated to its original Beaux-Arts style between 1980-1984, including the formal garden in front. Kentucky Military History Museum Kentucky constructed the Old State Arsenal in 1850. It stands on a cliff overlooking the Kentucky River. The Arsenal was converted to Military History Museum in 1973. Daniel Boone Memorial Daniel Boone was born in Pennsylvania in 1734 and raised in Yadkin County, North Carolina. He explored Eastern Kentucky and the Bluegrass Region between 1767- 1771. He worked to open a road between Holston Valley, Tennessee, and Boonesborough, Kentucky, to aid in immigration promoted by the Transylvania Company. He moved to Missouri with his wife in 1799 where he died in 1820. He and Rebecca were re-interred in the Frankfort Cemetery in 1845. The Frankfort Cemetery was incorporated in 1844 and is Kentucky's original rural cemetery. Kentucky Vietnam Memorial The Memorial was built in 1988 to honor the more than 125,000 Kentuckians who served in Vietnam. The name of each of the 1,065 Kentuckians who died in the war is located so that the shadow of the sundial touches each name on the actual anniversary of his death. The names of the 22 missing in action or prisoners of war are placed in front of the sundial where the shadow never falls, paying special tribute to their personal agony and symbolizing our continued vigil for their return. Bibb-Burnley House This house stands on the site of the first house lived in on Wapping Street. It was built in 1786. Lt. John B. Bibb, who served during the War of 1812, bought the property and built the present house in 1845. He served as representative from Logan County from 1827-1828 and in the Senate from 1830-1834. Bibb was an amateur horticulturist and developed the Bibb variety of lettuce here. Executive Department pictured at the Old Capitol. Jill Greenlief '89, Rob Hardy '87, Harry Lee Waterfield II '61, Whitney Waterfield '94, Jane Jackson '74; Howard Graham '65, Mary Reynolds '90, Raymond Carr '72, Ron Johnson '84 and Wilma Yeary '63. Financial Services Group & the Actuarial Department pictured at the Old Governor's Mansion. Alan Davis '88, Kenya Eastman '84, Rob Goodin '88; Julie Hunsinger '92, Will Graham '90, Bobby Russell '74, and Michael Dudgeon '94. Mission and Strategy Statements 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. Benefits Department and Office Services pictured at Liberty Hall. Missy West '99, Roland Herzel '91, Robin Bowman '83, Tammy Kull '89, Debbie Beach '76, Alice Taylor '93, Steve Wise '98, Norman Dickerson '97, Thelma Vitug '96, Harold Minnis '61 and Suzanne Schodorf '93. Absent from picture Rodney Brooks '97, and Pat Porter '93. LETTER TO OUR SHAREHOLDERS Agency Department pictured at the First Presbyterian Church. Don Philpot '72, Marlene Terrell '84, Bob Ockerman '91, Lori Cook '96, David Clark '98, Stephanie Houghlin '98 and Louellen Stivers '87. Investors Heritage Printing and the Accounting Department pictured at the Orlando Brown House. Rick Calvert '94, Steve Riddle '78, Dale Cox '95, Phyllis Cornett '95; Cara Ballinger '88, Toni Hornback '88, Dianne Rogers '82, Doug Hippe '65, Jimmy McIver '72, Susie Jones '84. Absent from picture Epp Williamson '78. Hard work and successful implementation of our Business Plan over the past several years resulted in another successful year during 1998. Kentucky Investors, Inc. ("Kentucky Investors") and Investors Heritage Life Insurance Company ("Investors Heritage") (collectively the "Companies") had their best year ever in net gain from operations, with the exception of 1986, when two non- recurring transactions occurred. Kentucky Investors' net gain was $1,975,137 _ up 30% over year-end 1997. Investors Heritage's net gain from operations was $2,766,098 _ up 30% over a year ago. Record Ordinary insurance sales were attained again in 1998. Single Premium Preneed sales increased 20%; Annual Pay Preneed sales were up 8%; Annual Pay Final Expense sales were up 10%; Mortgage Protection Single Premium sales sold through financial institutions were up 30%. Traditional Ordinary Life sales were up 9.6% with most of this increase from our Payroll Deduction Sales program. Overall, the core block of Ordinary Life business was up 14% during 1998. We have another ambitious goal for insurance sales during 1999, and the first two months of the year indicate the goals will be reached. As a result of a strong economy and our continued concentration in the Credit Life and Credit Accident & Health Insurance market, Credit Insurance sales were up in 1998. The Companies can report again this year that the asset quality is a very strong point in our operations. At year-end, 100% of fixed income assets were rated investment grade and only one small residential loan was more than ninety days past due. As I have for the past ten years, I refer you to 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. As in prior years, the Analysis shows very favorable results. A detailed report on activities of the Companies is presented in the Management's Discussion and Analysis on Pages 10-21 of this Annual Review. You are encouraged to carefully read the material. Beginning with the 1995 Annual Review, we reported to stockholders that the Companies had addressed the Year 2000 issue (Y2K) facing all users of information services and computers. Again, I want to assure our stockholders and others who read this Annual Review that the Companies' systems are Y2K compliant. We began working toward a Y2K solution in 1988 while redesigning our overall data processing systems. During the past ten years we have upgraded and tested our systems and have been compliant since 1995. We recently developed a web site for Investors Heritage. The address is www.investorsheritage.com. We hope our web site will provide information and assistance to current Investors Heritage associates, and will be a source of information for prospective new associates. Hopefully, stockholders will also find it interesting and informative. We have provided a great deal more information about our Company than most insurance companies provide. We believe it will help current and future clients (insureds and sales associates) become better acquainted with the Company and our service personnel. The Companies have developed a strategic alliance with Family Assistance, Inc. to help provide at-need financing and accounts receivable management for our funeral home associates. We firmly believe that providing needed services for our sales associates is important. Through eighteen months of study and field testing, we determined that funeral homes need an outlet for quick financing for at-need funerals, and need a good system to assist in managing accounts receivables. The Family Assistance Program has been utilized by a number of firms for several months, and in December, 1998, we began presenting the Program to all our funeral home associates. This will enable them to cost effectively and quickly provide at-need financing, and it also gives them access to a successful program for managing accounts receivable. We believe this alliance will be a strong asset in our Preneed market. Two new officers were named in 1998 to replace officers who are no longer with Investors Heritage Life Insurance Company. On June 30, Clair Manson retired after eleven years of outstanding service to the Companies as Vice President and Chief Actuary. I had the pleasure of hiring Clair after a lengthy search for just the right person. His work for Investors Heritage was exemplary. He had an excellent actuarial mind and was able to explain matters so others of us could understand. He also enjoyed working with marketing personnel in developing products they wanted and could sell. Clair was succeeded by Julie Hunsinger who had been Assistant Vice President and Assistant Actuary since 1992. Julie has an outstanding actuarial background and experience in financial actuarial work. She also understands the importance of sales and is good at both creating ideas and listening to others to develop the best possible products and reporting systems. John Simmons, who had done an outstanding job as Vice President, Financial Services (Credit Life and Credit Ordinary sales), resigned in 1997. John had overseen tremendous growth in our Financial Services Division and successfully managed the Division through considerable change in this segment of our business. John was replaced in 1998 by Michael F. Dudgeon, Jr., who is also a member of the Investors Heritage Board of Directors. Michael has been in Preneed sales management for Investors Heritage since December, 1994. He has a lifetime of understanding of the Companies' goals and has great ability to work with others, to analyze problems or opportunities, and find ways to address them. He continues to assist in Preneed matters, especially in South Carolina, a state that shows great promise in the Preneed Division. We thank John and Clair for their great contributions to our Companies, and we wish Julie and Michael great success in their new responsibilities. The pictures in this year's Annual Review are of most members of the home office administration staff and some of the marketing personnel. We are fortunate to have dedicated people who are building careers with the Companies. By each name is the year the employee was hired. Please note the large number of employees who have 10 or more years with the Companies. One of the key elements of our success is that the people who manage and administer the operations believe in the Companies and are investing their time and money in them. They also are aware of our history and understand and believe in our mission and goals. Hopefully, this understanding of the Companies helps us provide the service our clients deserve, and enables us to personalize our service in relationship to them. In turn, we believe this has translated into success for shareholders of the Companies. As we rapidly approach the end of the 20th century and the Year 2000 arrives, we believe that Investors Heritage Life Insurance Company and Kentucky Investors, Inc. are well positioned to thrive in our ever-changing, competitive markets. We diligently look at what we do and how we do it; we constantly seek ways to improve and move forward. We have an outstanding Company with dedicated employees and sales associates. We are in attractive unique markets and believe that opportunities will exist well into the next century for continued development, growth and profitability. We look forward to entering the 21st century with our stockholders, policyholders, and company associates _ remembering our founder's statement from our beginning in 1960, "We know where we are going; we invite you to go with us." After thirty-nine years of using this phrase, including me quoting it at various times since Mr. Waterfield's death in 1988, I believe it is time to alter his statement a bit. Because of the longtime ownership of the majority of our stockholders, the number of years that many of our employees and sales associates have been with us, and the strong relationships developed with our newest associates, I believe a more fitting statement now is, "We know where we are going; we are glad you are going with us." On behalf of the Officers and Board of Directors of the Companies, I want to express our appreciation to the stockholders for your investment in and your relationship with the Companies, and look forward to our working together to continue to build a strong and viable organization. Underwriting Department pictured at the Singing Bridge. Norma Smith '69, Nancy Walton '66, Linda Tindall '86, Carolyn Monroe '86, Charlotte Moore '92 and Kathy Sexton '75. Underwriting Department pictured at the Governor's Mansion (see photo top page 6) Twina Keeton '96, Debbie Bright '71, Joyce Wright '91, Marti Smith '82, Rhodonna Redding '89, Alex Thompson '77, Judy Smith '98, Robert Lewis '98 (Claims). Information Services pictured at the Kentucky Military History Museum. Mike Wood '85, April Rogers '93, Bill Leroy '94, Mary Lou Barnard '84, Lewis Rogers '87, Betty Barnard '70, Larry Lee '94. Policy Services Department pictured at the Daniel Boone Memorial. Colleen Hackney '86, David Marraccini '78, Sue Fields '98, Barbara Stratton '86, Linda Sims '85, Jane Wise '64, Gwyna Stormes '95, Barbara Hawkins '87, Flo Osborne '84. Premium Accounting Department pictured at the Kentucky Vietnam Memorial. Martha Hammons '72, Michelle Johnson '99, Margaret Nichols '88, Shirley Harrod '94, Michelle Meier '96. Credit Life Accounting & Human Resources pictured at the Bibb-Burnley House. Angie Smith '99, Bonnie Conquest '95, Vicky Harrod '96, Jennifer McClain '80, Joyce Courtney '75, Peggy Kays '67. MANAGEMENT'S DISCUSSION AND ANALYSIS EXPANSION For the last several years Investors Heritage Life Insurance Company ("Investors Heritage") has been expanding its market share in the preneed funeral market. The result has been consistent growth in almost all of the states that were targeted for expansion. Investors Heritage Financial Services Group, Inc. ("Financial Services Group") a wholly owned subsidiary of Kentucky Investors, Inc. ("Kentucky Investors") continues to operate under marketing agreements with Investors Heritage and other unaffiliated insurers. This has proven to be successful and enabled Financial Services Group and Investors Heritage to continue utilizing their expertise in the marketing and administration of credit insurance products. 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 continue to provide a sound financial base as we strive to expand our marketing system to offer competitive, quality products. Please see INVESTMENTS, LIQUIDITY AND FUND RESTRICTIONS for a more detailed discussion. BUSINESS SEGMENTS Prior to 1998 segment data was presented on an "industry approach" in accordance with Financial Accounting Standard Board (FASB) Statement No. 14. FASB Statement No. 131 became effective for 1998 and superceded Statement No. 14. Statement No. 131 requires a "management approach" in the presentation of business segments based on how management internally evaluates the operating performance of its business units. The segment data that follows has been prepared in accordance with Statement No. 131. Accordingly, 1997 and 1996 data have been restated to comply with this new FASB Statement. The former "Life and Annuity" segment has been divided into two areas, "Preneed and Burial Products" and "Traditional and Universal Life Products." The former "Credit Life" segment is now "Credit Insurance Products and Administrative Services" and the former "Corporate" segment is now "Corporate and Other"." Please refer to the Notes to the Consolidated Financial Statements for additional information regarding segment data. REVENUES Overall revenues were $57,461,000, $52,497,000 and $47,780,000 in 1998, 1997 and 1996, respectively for Investors Heritage. The increases were due primarily to our growth as a provider of quality preneed products, growth in invested assets due to increased sales in the preneed and burial products and our market expansion of traditional life and credit insurance products with financial institutions. A discussion of the changes follows. Additionally, Investors Heritage has experienced steady growth in Net Investment Income which increased 9% or $1,181,000 in 1998 from 1997. The 1997 increase over 1996 was 12% or $1,429,000. PRENEED & BURIAL PRODUCTS The preneed and burial segment includes both life and annuity products sold by funeral directors or affiliated agents to fund prearranged funerals. Revenues for the Preneed & Burial business segment were 12% or $4,324,000 higher in 1998 than 1997. The 1997 increase over 1996 was 11% or $3,782,000. Insurance sales exceeded production goals set for 1998 by approximately 5%. Actual production increased approximately 13% in 1998 over 1997, due to marketing expansion in single premium preneed products. New premiums collected during 1998, 1997 and 1996 were $23,818,000, $21,168,000 and $16,681,000, respectively. During 1998, Investors Heritage targeted thirteen states for developing new accounts. Eighty percent of that goal was reached. Additionally, Investors Heritage entered into a contractual relationship with nineteen new accounts in two untargeted two states. This resulted in the goal being exceeded by seven percent. Premium production remains strong in North Carolina. However, due to the successful expansion of our marketing operation noted above, preneed premiums from North Carolina agents accounted for 42% of the total preneed premiums collected in 1998 compared to 46% for 1997. Premium collections from Kentucky were 25% of the total for 1998 and 19% for 1997. Other states showing significant gains were Georgia, Indiana, South Carolina and West Virginia. Management plans to continue to develop the preneed funeral market and anticipates increases in single premium production for 1999 over 1998 in the range of 8-12%. Increase in Net Investment Income earned by preneed and burial products also contributed to the overall increase in Revenues. Net investment income increased 14% in 1998 compared to 1997 and 20% in 1997 compared to 1996. Net investment income did not increase as significantly in 1998 compared to 1997 due to the decline in interest rates on investments under current market conditions. Kentucky Investors, Inc. has contracted with a firm that provides an at-need financing program and an accounts receivable/cash management system for funeral homes. This program will be offered to existing Preneed funeral home clients as well as funeral homes that do not currently sell the Investors Heritage Preneed insurance products. New preneed accounts are anticipated as a result. TRADITIONAL & UNIVERSAL LIFE PRODUCTS This segment includes traditional life and group life insurance products, annuities (primarily qualified) and universal life products. This will continue to be a sales division within Investors Heritage. Revenues for 1998, 1997 and 1996 were $14,146,000, $13,950,000 and $13,454,000, respectively. New premiums collected during 1998, 1997 and 1996 were $3,663,000, $4,073,000 and $4,244,000, respectively. The decrease in premiums results from the emphasis being placed on single premium production. Net investment income for this segment increased 3% in 1998 compared to 1997 and 6% in 1997 compared to 1996. The increase in net investment income was not as significant in 1998 compared to 1997 due to the decline in premium production and the decline in interest rates on investments under current market conditions. Product updates are anticipated for the more traditional lines offered by Investors Heritage. Estate planning sales for funeral directors and their families is a marketing unit within the traditional life division and the Investors Heritage business plan includes expansion of this unit during 1999. Financial Services Group will also continue to market traditional insurance products of Investors Heritage through banks and other financial institutions. CREDIT INSURANCE PRODUCTS & ADMINISTRATIVE SERVICES This segment includes the marketing and administration of credit life and credit accident & health insurance products (respectively "Credit Life" and "Credit A&H", and collectively "Credit Insurance"). Credit insurance premiums written during 1998, 1997 and 1996 were $17,385,000, $13,683,000 and $8,739,000, respectively. All of the related underwriting risk is being reinsured 100% with major, well-known life companies. In addition, Financial Services Group has obtained reinsurance relationships for Investors Heritage with three other companies. Each of these agreements generates marketing and retention fees, but not administration fees. Revenues for this segment are $307,000, $152,000 and ($330,000) for 1998, 1997 and 1996, respectively. As anticipated, revenues from the Credit Insurance segment were negative in 1996 because policies written and insured by Investors Heritage in 1994 and 1993 that were cancelled prior to maturity, required refunds of unearned premiums. CORPORATE & OTHER This segment consists of corporate accounts measured primarily by stockholders' paid-in capital, contributed surplus, earned surplus, property and equipment, investments in affiliates and other minor business lines which include group annuities and group and individual accident and health products. Revenues from this segment were $1,689,000 in 1998, $1,400,000 in 1997 and $1,443,000 in 1996. The most significant reason for the increase in revenues during 1998 was a $209,000 realized capital gain. Realized losses occurred during 1997 and 1996. Prior to 1997, most of the accident and health business produced by this segment related to assumed business. During 1996, Investors Heritage stopped assuming policies sold in connection with this reinsurance agreement. Accordingly, revenues (net of realized gain/loss activity) have declined. OPERATING RESULTS Investors Heritage's Net Income for 1998 increased $640,000 or 30% from 1997 and for 1997 increased $525,000 or 33% from 1996. Kentucky Investors' Net Income for 1998 increased $453,000 or 30% from 1997 and for 1997 increased $376,000 or 33% from 1996. Earnings per share were $3.06, $2.36 and $1.78 for 1998, 1997 and 1996, respectively for Investors Heritage. Earnings per share were $2.34, $1.84 and $1.41 during the same periods for Kentucky Investors. PRENEED & BURIAL PRODUCTS Pre-Tax Income (Income from Operations Before Federal Income Tax) for this business segment of Investors Heritage was $2,579,000, $2,524,000 and $913,000 for 1998, 1997 and 1996, respectively. The increase in Pre-Tax Income in 1998 and 1997 when compared to 1996 is the result of actively managing its investment portfolio and reduced levels of relative policyholder benefits and expenses related to in force business. However, current market conditions, including competitive pricing for this segment and the low interest rate environment continue to narrow profits generated from new sales. TRADITIONAL & UNIVERSAL LIFE PRODUCTS Pre-Tax Income for this segment was $1,343,000, $852,000 and $1,528,000 in 1998, 1997 and 1996, respectively. Higher than expected unreinsured claims and expense levels in 1997 reduced Pre-Tax Income considerably. 1998 and 1996 were close to projections for revenues and expenses. CREDIT INSURANCE PRODUCTS & ADMINSTRATIVE SERVICES Pre-Tax Losses were $395,000, $666,000 and $579,000 for 1998, 1997 and 1996. Losses have been generated by the run-off of Credit Insurance and the related deferred acquisition costs amortization. In 1999, this line's performance should improve due to the growth of the income from fully reinsured business and reduced amortization from run-off business. CORPORATE & OTHER Pre-Tax Income (Loss) for this segment was $333,000, ($7,000) and ($306,000) for 1998, 1997 and 1996, respectively. Realized gains of $209,000 allocated to this segment during 1998 were the primary reason for the improvement in Pre-Tax Income. INVESTMENTS, LIQUIDITY AND FUND RESTRICTIONS The investment portfolio of Investors Heritage 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 all three companies. During 1998, Financial Services Group's fourth full year of operation, revenues were $452,000 up 22% or $81,000 compared to 1997, and dividends in the aggregate amount of $171,000 were paid to Kentucky Investors. Revenues from Heritage Printing were $456,000 in 1998, down 5% compared to $482,000 in 1997, and Heritage Printing paid $10,000 in dividends to Kentucky Investors in 1998. Management of Heritage Printing will continue to work to improve revenues from unaffiliated sources as well as to provide printing services for Investors Heritage. Revenues from these sources constitute less than 1% of Kentucky Investors' overall Revenues in 1998 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 reorganizations, 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. A pie chart showing the Distribution of Invested Assets is on page 15. 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, 1998, 86% 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 methodically diversifying the portfolio over the last 10 years. 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: 86.4%; Contractual Obligations of Affiliates: 0.2%; Investments in Affiliates: 0.8%; Equity Securities 1.5%; Short Term Investments: 0.5%; Policy Loans: 3.2%; Other Long Term Investments: 0.2%; Mortgage Loans-R.E.: 7.2%. 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, 1998 are $193.9 million and AA, respectively. At year-end 1998 the fixed income portfolio was allocated as follows: 53.7% - corporate; 12.0% - government; 19.7% - mortgage-backed securities; 9.2% - foreign; 4.3% - asset backed securities; and 1.1% - states and political subdivisions. Within the corporate bond sector, the portfolio is also diversified with 38.0% of that sector invested in bank and finance, 46.4% in industrial and miscellaneous, and 15.6% in utilities. Pie charts showing the Distribution of Fixed Income Assets and Distribution of Corporate Bonds are located on page 16 and 17. The fixed income portfolio also includes $38.2 million (at fair value) of mortgage-backed securities ("MBS") which represents 17% of total invested assets and 20% 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. DISTRIBUTION OF FIXED INCOME ASSETS GRAPH A pie chart appears on this page showing the Distribution of Fixed Income Assets. The chart shows the following breakdown: Corporate: 53.7%; Government: 12.0%; Mortgage-backed Securities: 19.7%; Foreigns: 9.2%; Asset- backed Securities; 4.3%; States & Political Subdivisions: 1.1%. There have been concerns expressed by rating agencies, various regulators and other constituencies regarding investments in MBS's by insurers and other financial institutions. Although these highly rated securities provide excellent credit quality, their liquidity and risk must be monitored. Except for two commercial backed mortgages of approximately $1.5 million, 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 71% 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 $999,000, 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 these CMO's are structured to provide more certain cash flows to the investor and therefore have reduced prepayment risk. DISTRIBUTION OF CORPORATE BONDS GRAPH A pie chart appears on this page showing the Distribution of Corporate Bonds Graph. This chart shows the following breakdown: Industrial and Miscellaneous: 46.4%; Bank and Finance: 38%; Utilities: 15.6%. Pass-throughs comprise the remainder of MBS owned by Investors Heritage, representing approximately 29% 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 approximately 93% 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 $294,348 and the average loan to value is 50.6%. The largest loan currently held by Investors Heritage is $983,378. Investors Heritage has $16.2 million invested in mortgage loans which represents 8% of total invested assets. The portfolio is diversified across various property types as follows: 19.2% - office; 32.4% - retail; 7.5% -industrial; 6.1% - 1 to 4 family; 19.2% - apartments; and 15.6% - other. A pie chart showing the Distribution of Mortgage Loans is located above. DISTRIBUTION OF MORTGAGE LOANS A pie chart appears on this page showing the Distribution of Mortgage Loans. This chart shows the following breakdown: Retail: 32.4%; Apartments: 19.2%; Office Properties: 19.2%; Residential (1-4 families): 6.1%; Industrial: 7.5%; Other: 15.6%. Although approximately 71.5% 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 1.875 to 4.65 basis points higher than yields realized from fixed income investments. Value has also been added because the mortgage loan portfolio has consistently performed well. As of December 31, 1998, Investors Heritage had only one non-performing mortgage loan, which would include loans past due 90 days or more, loans in process of foreclosure, restructured loans and real estate acquired through foreclosure. The non- performing mortgage loan, which is more than 90 days past due, is a Residential Mortgage with an outstanding balance of $44,701. The property securing the loan has a fair market value of $75,000. 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 1998, Investors Heritage's fixed income investments were 100% investment grade as rated by Standard & Poor's, unchanged from 100% for 1997. 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 5.3 years with approximately $10.7 million due within 12 months and approximately $30.3 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. As explained in detail in Note A to the Consolidated Financial Statements, all of Investors Heritage's fixed income securities and all marketable equity securities are classified as available-for-sale and are carried at fair value. OPTION ADJUSTED VALUE VS TERM STRUCTURE SHIFT 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. MARKET RISK EXPOSURES Measuring market risk is a key function of our asset/liability management process. To test financial risk and investment strategy, Investors Heritage performs an asset adequacy analysis each year. Dynamic models of both assets and liabilities are created to project financial results under several shifts in the current interest rate environment. Results show that the company's exposure to a relative 10% increase or decrease in the interest rates prevalent at December 31, 1998 is a net loss of less than $250,000. A graph of the total price behavior curve tested is shown on Page 19 of this Annual Review. Items taken into account on the asset side include prepayment 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 dynamically modeled in relationship to the particular interest rate environment tested. Although Investors Heritage is careful to ensure that these assumptions are consistent with the best available data, interest-sensitive cash flows cannot be forecast with certainty, and can deviate significantly from the assumptions made. Because asset and liability durations are continually changing as new policyholder contracts are issued and as new investments are added to the portfolio, Investors Heritage manages its balance sheet on an ongoing basis, and its net exposure to changes in interest rates may vary over time. REGULATORY MATTERS The statutory capital and surplus of Investors Heritage decreased $121,000 in 1998 following an increase of $882,000 in 1997. Depressed market values of unaffiliated common stock at year-end 1998 compared to year-end 1997 contributed most significantly to the decrease. The writedown of home office real estate from market value to depreciated cost required by the Kentucky Department of Insurance and reserve strengthening for the North Carolina burial associations business block produced a $827,000 charge to surplus for both 1997 and 1998. 1999 will be the last year for these two items. For Generally Accepted Accounting Principles ("GAAP") reporting purposes, the home office real estate is already carried at depreciated cost and the notes and affiliated common stock are carried at cost. As anticipated, these adjustments did not 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. IMPACT OF YEAR 2000 The year 2000 issue is the result of computer programs being written using 2- digits rather than 4-digits to define the applicable year. Any computer program that has time sensitive software may recognize a date using "00" as the year 1900 rather than the year 2000. This could result in a system failure or miscalculation causing disruption of operations, including, among other things, a temporary inability to process transactions, send invoices, or engage in similar normal business activities. Investors Heritage recognized the Year 2000 Issue in 1988 and began working on a solution at that time. The Information Systems Department has worked diligently to make modifications to existing software so that the Year 2000 Issue will not pose significant operational problems for its computer systems. As of year end 1995, Investors Heritage's systems were in full compliance with all Year 2000 Issue requirements and it is anticipated that there will be no exposure to contingencies related to the Year 2000 Issue for the products it has sold. The cost to implement system changes related to the Year 2000 issue has been nominal. Although Investors Heritage does not anticipate any major interruption of business activities, that will be dependent, in part, upon the activities of third parties. Management has initiated formal communications with all of its significant reinsurers, vendors, and financial institutions and has been advised that all are either in full compliance or anticipate being in full compliance prior to June 30, 1999. Even though Investors Heritage has assessed and continues to assess third party issues, it has no direct ability to influence the compliance actions of such parties. Accordingly, there can be no guarantee that the systems of other companies on which Investors Heritage relies will be Year 2000 compliant, leading to an adverse effect on future operating results of Investors Heritage. 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 Frankfort, Kentucky Gordon C. Duke I K d g Frankfort, Kentucky Robert M. Hardy, Jr. I K a d f g h 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 K Kentucky Investors, Inc. a Investors Heritage Life Executive Committee b Investors Heritage Life Nominating Committee c Investors Heritage Life Audit Committee d Investors Heritage Life Finance Committee e Investors Heritage Life Compensation Committee f Kentucky Investors, Executive Committee g Kentucky Investors Finance Committee h Kentucky Investors Nominating Committee CORPORATE OFFICERS Harry Lee Waterfield II Nancy W. Walton Chairman, President and Vice President, Underwriting I Chief Executive Officer IKPF First Vice President K Jimmy R. McIver Treasurer IKPF Wilma Yeary Jane Wise Secretary IK Vice President, Policy Services I Jane S. Jackson Margaret J. Kays Assistant Secretary IK Vice President, Human Resources I SecretaryPF Julie Hunsinger Vice President and Chief ActuaryI Howard L. Graham Don R. Philpot Vice President, Corporate Services IK Vice President, Agency I Raymond L. Carr N. Douglas Hippe Vice President, Vice President, Accounting I Administrative Operations and Computer Services I Robert M. Hardy, Jr. Rick Calvert Vice President and General Counsel IK Vice President P Vice President, Legal F Michael F. Dudgeon, Jr. Vice President, Financial Services I Vice President F William H. Keller, M.D. Medical Director I Ernst & Young Independent Auditor IK I Investors Heritage Life Insurance Company F Investors Heritage Financial Services Group, Inc. K Kentucky Investors, Inc. P Investors Heritage Printing, Inc. KENTUCKY INVESTORS, INC. CONSOLIDATED BALANCE SHEETS DECEMBER 31, 1998 and 1997 ASSETS 1998 1997 INVESTMENTS Securities available-for-sale, at fair value: Fixed maturities (amortized cost: 1998-$181,886,791; 1997-$164,680,115) $193,911,467 $171,782,911 Equity securities (cost: 1998-$913,714; 1997-$912,465) 3,378,471 3,169,376 Mortgage loans on real estate 16,189,127 13,734,791 Policy loans 7,203,344 6,976,601 Other long-term investment 488,828 453,106 Short-term investments 1,200,970 1,361,165 ____________ ____________ Total investments $222,372,207 $197,477,950 Cash and cash equivalents 2,514,371 2,939,453 Accrued investment income 3,098,930 2,905,504 Due and deferred premiums 4,129,967 4,014,177 Deferred acquisition costs 27,288,684 27,225,643 Leased property under capital leases 404,877 -0- Property and equipment 1,604,618 1,748,579 Goodwill 2,088,642 1,966,843 Other assets 1,510,848 1,649,596 Amounts recoverable from reinsurers 23,355,631 16,944,617 ____________ ____________ $288,368,775 $256,872,362 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Policy liabilities: Benefit reserves $207,115,725 $189,398,071 Unearned premium reserves 20,069,565 14,460,410 Policy claims 2,086,316 2,256,654 Other policyholders' funds: Dividend & endowment accumulations 1,053,972 1,030,218 Reserves for dividends & endowments & other 784,630 887,768 ____________ ____________ Total policy liabilities $231,110,208 $208,033,121 Federal income taxes 8,122,499 5,574,113 Obligations under capital leases 407,462 -0- Other liabilities 4,032,569 3,936,137 ____________ ____________ Total liabilities $243,672,738 $217,543,371 ____________ ____________ MINORITY INTEREST IN SUBSIDIARY $ 12,471,302 $ 11,242,171 ____________ ____________ STOCKHOLDERS' EQUITY Common stock (shares issued: 1998-848,116; 1997-836,895) $ 848,116 $ 836,895 Paid-in surplus 3,442,248 3,384,061 Accumulated other comprehensive income 6,392,746 4,043,101 Retained earnings 21,541,625 19,822,763 ____________ ____________ Total stockholders' equity $ 32,224,735 $ 28,086,820 ____________ ____________ $288,368,775 $ 256,872,362 ============ ============= See notes to consolidated financial statements. KENTUCKY INVESTORS, INC. CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 and 1996 1998 1997 1996 REVENUES Premiums and other considerations $42,638,289 $39,129,106 $ 36,354,025 Investment income, net of expenses 14,167,232 12,972,322 11,528,961 Realized gain (loss) on investments, net 126,179 (33,794) (488,126) Other income 776,612 639,248 566,804 ___________ ___________ ____________ Total revenue $57,708,312 $52,706,882 $ 47,961,664 ___________ ___________ ____________ BENEFITS AND EXPENSES Death and other benefits $20,767,497 $19,218,783 $19,134,559 Guaranteed annual endowments 800,041 835,220 867,200 Dividends to policyholders 626,325 743,582 647,279 Increase in benefit reserves and unearned premiums 18,400,657 16,112,923 12,587,751 Acquisition costs deferred(7,006,366) (6,862,085) (6,139,949) Amortization of deferred acquisition costs 6,497,263 6,946,659 6,904,477 Commissions 5,231,882 4,702,676 4,382,830 Other insurance expenses 8,380,727 8,165,730 7,935,471 ___________ ___________ ___________ Total benefits and expenses $53,698,026 $49,863,488 $46,319,618 ___________ ___________ ___________ Income from operations before Federal Income Tax and minority interest in net income of subsidiary $ 4,010,286 $ 2,843,394 $ 1,642,046 ___________ ___________ ___________ Provision for income taxes Current $ 362,000 $ 497,000 $ 437,000 Deferred 952,000 264,000 (360,000) ____________ ____________ __________ $ 1,314,000 $ 761,000 $ 77,000 ____________ ____________ __________ income from operations before minority interest in net income of subsidiary $ 2,696,286 $ 2,082,394 $ 1,565,046 MINORITY INTEREST IN NET INCOME OF SUBSIDIARY 721,149 559,842 418,427 ____________ ____________ ___________ Net Income $ 1,975,137 $ 1,522,552 $ 1,146,619 ============ ============ ============ Earnings Per Share $ 2.34 $ 1.84 $ 1.41 ============ ============ ============ See notes to consolidated financial statements. KENTUCKY INVESTORS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 and 1996 ACCUMULATED OTHER TOTAL COMMON PAID-IN COMPREHENSIVE RETAINED STOCKHOLDERS' STOCK SURPLUS INCOME EARNINGS EQUITY ________ ________ _____________ _________ _____________ BALANCE, JANUARY 1, 1996 $811,128 $3,374,704 $2,916,509 $17,539,199 $24,641,540 Comprehensive Income: Net Income 1,146,619 1,146,619 Change in net unrealized appreciation on available-for-sale securities (1,406,284) (1,406,284) Total Comprehensive Income (259,665) Cash Dividend (344,611) (344,611) Issuance of common stock, net 9,347 (89) 111,251 120,509 ________ __________ ___________ ___________ ___________ BALANCE, DECEMBER 31, 1996 $820,475 $3,374,615 $1,510,225 $18,452,458 $24,157,773 Comprehensive Income: Net Income 1,522,552 1,522,552 Change in net unrealized appreciation on available-for-sale securities 2,532,876 2,532,876 Total Comprehensive Income 4,055,428 Cash Dividend (349,285) (349,285) Issuance of common stock, net 16,420 9,446 197,038 222,904 ________ __________ ___________ ___________ ___________ BALANCE, DECEMBER 31, 1997 $836,895 $3,384,061 $4,043,101 $19,822,763 $28,086,820 Comprehensive Income: Net Income 1,975,137 1,975,137 Change in net unrealized appreciation on available-for-sale securities 2,349,645 2,349,645 Total Comprehensive Income 4,324,782 Cash Dividend (354,926) (354,926) Issuance of common stock, net 11,221 58,187 98,651 168,059 ________ __________ ___________ ___________ __________ BALANCE, DECEMBER 31, 1998 $848,116 $3,442,248 $6,392,746 $21,541,625 $32,224,735 ========== ========== ========== =========== =========== See notes to consolidated financial statements. KENTUCKY INVESTORS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 and 1996 1998 1997 1996 OPERATING ACTIVITIES Net Income $ 1,975,137 $ 1,522,552 $ 1,146,619 Adjustments to reconcile net income to net cash provided by operating activities: Increase in Benefit Reserves 25,220,661 22,663,249 18,302,594 Change in Claims Liability (170,338) 662,113 (71,408) Change in Other Policyholder Funds (79,384) (30,697) (151,680) Amortization of Deferred Acquisition Costs 6,497,263 6,946,659 6,904,477 Policy Acquisition Costs Deferred (7,006,366) (6,862,085) (6,139,949) Realized Loss (Gain) on Investments (209,187) 33,794 488,126 Increase in Accrued Investment Income (193,426) (492,401) (273,267) Change in Other Assets and Other Liabilities 646,584 672,582 395,311 Provision for Deferred Federal Income Taxes 952,000 264,000 (360,000) Federal Income Tax -0- -0- (250,438) Change in Due and Deferred Premiums (115,790) 66,306 633,574 Net Adjustment for Premium and Discount on Investments 269,283 206,299 256,456 Depreciation and Other Amortization 201,157 394,116 336,406 Change in Minority Interest and Other 487,559 468,090 321,608 Change in Amounts Recoverable from Reinsurers (6,411,014) (7,325,846) (5,954,989) __________ __________ __________ NET CASH PROVIDED BY OPERATING ACTIVITIES $ 22,064,139 $ 19,188,731 $ 15,583,440 ____________ ____________ ____________ INVESTING ACTIVITIES Securities available-for-sale: Purchases $(30,462,168) $(47,713,033) $(46,706,125) Sales and Maturities 13,194,144 28,565,612 32,427,878 Other Investments: Cost of Acquisition (4,857,026) (2,912,452) (2,478,676) Sales and Maturities 2,300,420 2,482,421 1,651,805 Net Additions to Property and Equipment (583,872) (48,574) (366,597) ____________ ___________ ___________ NET CASH USED BY INVESTING ACTIVITIES $(20,408,502) $(19,626,026) $(15,471,715) ____________ ___________ ___________ FINANCING ACTIVITIES Receipts from universal life policies credited to policyholder account balances $ 4,356,590 $ 6,074,832 $ 4,949,560 Return of policyholder account balances on universal life policies (6,250,442) (5,256,212) (4,570,049) Issuances of Common Stock 168,059 222,904 120,509 Dividends (354,926) (349,285) (344,611) ___________ ___________ ________ NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES $ (2,080,719) $ 692,239 $ 155,409 ___________ _____________ ____ ________ INCREASE (DECREASE) IN CASH $ (425,082)$ 254,944 $ 267,134 Cash and cash equivalents at beginning of year 2,939,453 2,684,509 2,417,375 ______________ ___________ ____________ CASH AND CASH EQUIVALENTS AT END OF YEAR $ 2,514,371 $ 2,939,453 $ 2,684,509 ============== ============= ============= 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) 1998 1997 1996 1995 1994 Total Revenue $ 57,708 $ 52,707 $ 47,962 $ 44,005 $ 46,656 Total Benefits & Expenses 53,698 49,863 46,320 43,191 44,039 Net Income 1,975 1,523 1,147 555 1,523 Earnings Per Share 2.34 1.84 1.41 .71 1.97 Total Assets 288,369 256,872 224,997 208,045 191,367 Total Liabilities 243,673 217,543 190,997 173,288 164,902 Debt 407 -0- -0- -0- -0- Cash Dividends Per Share .38 .38 .38 .38 .37 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, 1998 and 1997, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 1998. 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, 1998 and 1997, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 1998, in conformity with generally accepted accounting principles. /s/ Ernst & Young LLP Louisville, Kentucky March 24, 1999 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) 1998 1997 1996 1995 1994 Premiums $ 42,638 $ 39,129 $ 36,354 $ 33,061 $ 36,444 Net Investment Income 14,264 13,083 11,654 10,815 10,011 Net Income 2,766 2,127 1,602 917 2,401 Earnings Per Share 3.06 2.36 1.78 1.02 2.66 Total Assets 289,825 258,654 227,140 210,490 194,262 Policy Reserves 227,185 203,858 180,377 161,695 155,179 Debt 407 -0- -0- -0- -0- Cash Dividends Per Share .76 .76 .76 .76 .74 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, 1998 and 1997, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 1998. 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, 1998 and 1997, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 1998, in conformity with generally accepted accounting principles. /s/ Ernst & Young LLP Louisville, Kentucky March 24, 1999 Investors Heritage Life Insurance Company CONSOLIDATED BALANCE SHEETS DECEMBER 31, 1998 and 1997 ASSETS 1998 1997 INVESTMENTS Securities available-for-sale, at fair value: Fixed maturities (amortized cost: 1998-$181,886,791; 1997-$164,680,115) $193,911,467 $171,782,911 Equity securities (cost: 1998 and 1997-$912,458) 3,377,213 3,169,370 Mortgage loans on real estate 16,189,127 13,734,791 Policy loans 7,203,344 6,976,601 Other long-term investments 437,221 403,106 Short-term investments 1,170,970 1,211,165 ____________ ____________ $222,289,342 $197,277,944 Investments in affiliates 1,837,510 1,975,382 Contractual obligations of affiliate 431,035 538,794 ____________ ____________ Total investments $224,557,887 $199,792,120 Cash and cash equivalents 2,461,887 2,902,587 Accrued investment income 3,097,421 2,904,861 Due and deferred premiums 4,129,967 4,014,177 Deferred acquisition costs 27,288,684 27,225,643 Leased property under capital leases 404,877 -0- Property and equipment 1,566,117 1,703,387 Goodwill 1,508,780 1,574,381 Other assets 1,453,280 1,592,539 Amounts recoverable from reinsurers 23,355,631 16,944,617 ____________ ____________ $289,824,531 $258,654,312 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Policy liabilities: Benefit reserves $207,115,725 $189,398,071 Unearned premium reserves 20,069,565 14,460,410 Policy claims 2,086,316 2,256,654 Other policyholders' funds: Dividend & endowment accumulations 1,053,972 1,030,218 Reserves for dividends & endowments & other 784,630 887,768 ____________ ____________ Total policy liabilities $231,110,208 $208,033,121 Federal income taxes 6,487,085 4,043,087 Obligations under capital leases 407,462 -0- Other liabilities 3,983,860 3,874,424 ____________ ____________ Total liabilities $241,988,615 $215,950,632 ____________ ____________ STOCKHOLDERS' EQUITY Common stock (shares issued: 1998-904,373; 1997-905,611) $ 1,447,797 $ 1,449,778 Paid-in surplus 3,777,101 3,776,625 Accumulated other comprehensive income 8,594,131 5,502,914 Retained earnings 34,016,887 31,974,363 ____________ ____________ Total stockholders' equity $ 47,835,916 $ 42,703,680 ____________ ____________ $289,824,531 $ 58,654,312 ============= ============ See notes to consolidated financial statements. Investors Heritage Life Insurance Company CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 and 1996 1998 1997 1996 REVENUES Premiums and other considerations $42,638,289 $39,129,106 $36,354,025 Investment income, net of expenses 14,264,246 13,083,006 11,653,732 Realized gain (loss) on investments, net 209,186 (19,346) (489,685) Other income 349,310 304,280 261,524 ___________ ___________ ___________ Total revenue $57,461,031 $52,497,046 $47,779,596 ___________ ___________ ___________ BENEFITS AND EXPENSES Death and other benefits $20,767,497 $19,218,783 $19,134,559 Guaranteed annual endowments 800,041 835,220 867,200 Dividends to policyholders 626,325 743,582 647,279 Increase in benefit reserves and unearned premiums 18,400,657 16,112,923 12,587,751 Acquisition costs deferred (7,006,366) (6,862,085) (6,139,949) Amortization of deferred acquisition costs 6,497,263 6,946,659 6,904,477 Commissions 5,231,882 4,702,676 4,382,830 Other insurance expenses 8,283,634 8,096,713 7,839,875 ___________ ___________ ___________ Total benefits and expenses $53,600,933 $49,794,471 $46,224,022 ___________ ___________ ___________ Income from operations before Federal Income Tax $ 3,860,098 $ 2,702,575 $ 1,555,574 ___________ ___________ ___________ Provision for income taxes Current $ 247,000 $ 384,000 $ 360,000 Deferred 847,000 192,000 (406,000) ___________ ___________ ___________ $ 1,094,000 $ 576,000 $ (46,000) ___________ ___________ ___________ Net Income $ 2,766,098 $ 2,126,575 $ 1,601,574 ============ ============ ============ Earnings Per Share $ 3.06 $ 2.36 $ 1.78 ============ ============ ============ See notes to consolidated financial statements. Investors Heritage Life Insurance Company CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 and 1996 ACCUMULATED OTHER TOTAL COMMON PAID-IN COMPREHENSIVE RETAINED STOCKHOLDERS' STOCK SURPLUS INCOME EARNINGS EQUITY ________ ________ _____________ __________ ___________ BALANCE, JANUARY 1, 1996 $1,441,797 $3,776,427 $3,948,035 $29,493,727 $38,659,986 Comprehensive Income: Net Income 1,601,574 1,601,574 Change in net unrealized appreciation on available-for-sale securities (1,903,816) (1,903,816) Total Comprehensive Income (302,242) Cash Dividend (684,442) (684,442) Net cost of common stock sold (purchased) (79) 198 (1,393) (1,274) __________ __________ ___________ ___________ __________ BALANCE, DECEMBER 31, 1996 $1,441,718 $3,776,625 $2,044,219 $30,409,466 $37,672,028 Comprehensive Income: Net Income 2,126,575 2,126,575 Change in net unrealized appreciation on available-for-sale securities 3,458,695 3,458,695 Total Comprehensive Income 5,585,270 Cash Dividend (684,580) (684,580) Net cost of common stock sold 8,060 122,902 130,962 __________ __________ ___________ ___________ _________ BALANCE, DECEMBER 31, 1997 $1,449,778 $3,776,625 $5,502,914 $31,974,363 $42,703,680 Comprehensive Income: Net Income 2,766,098 2,766,098 Change in net unrealized appreciation on available-for-sale securities 3,091,217 3,091,217 Total Comprehensive Income 5,857,315 Cash Dividend (687,745) (687,745) Net cost of common stock sold (purchased) (1,981) 476 (35,829) (37,334) __________ __________ ___________ ___________ __________ BALANCE, DECEMBER 31, 1998 $1,447,797 $3,777,101 $8,594,131 $34,016,887 $47,835,916 ========== ========== ========== =========== =========== See notes to consolidated financial statements. Investors Heritage Life Insurance Company CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 and 1996 1998 1997 1996 OPERATING ACTIVITIES Net Income $ 2,766,098 $ 2,126,575 $ 1,601,574 Adjustments to reconcile net income to net cash provided by operating activities: Increase in Benefit Reserves 25,220,661 22,663,249 18,302,594 Change in Claims Liability (170,338) 662,113 (71,408) Change in Other Policyholder Funds (79,384) (30,697) (151,680) Amortization of Deferred Acquisition Costs 6,497,263 6,946,659 6,904,477 Policy Acquisition Costs Deferred (7,006,366) (6,862,085) (6,139,949) Realized Loss (Gain) on Investments (209,187) 19,346 489,685 Increase in Accrued Investment Income (192,560) (492,148) (273,380) Change in Other Assets and Other Liabilities 656,157 688,876 378,800 Provision for Deferred Federal Income Taxes 847,000 192,000 (406,000) Federal Income Tax 4,554 (5,807) (250,481) Change in Due and Deferred Premiums (115,790) 66,306 633,574 Net Adjustment for Premium and Discount on Investments 269,283 206,299 256,456 Depreciation and Other Amortization 381,866 348,513 313,192 Change in Amounts Recoverable from Reinsurers (6,411,014) (7,325,846) (5,954,989) ___________ _________ _________ NET CASH PROVIDED BY OPERATING ACTIVITIES $ 22,458,243 $ 19,203,353 $ 15,632,465 __________ ___________ ___________ INVESTING ACTIVITIES Securities available-for-sale: Purchases $(30,460,916) $(47,713,033) $(46,706,125) Sales and Maturities 13,194,144 28,565,612 32,427,878 Other Investments: Cost of Acquisition (4,951,926) (2,840,452) (2,465,182) Sales and Maturities 2,522,558 2,818,049 2,054,548 Net Additions to Property and Equipment (583,872) (43,510) (366,596) __________ __________ __________ NET CASH USED BY INVESTING ACTIVITIES $(20,280,012) $(19,213,334) $(15,055,477) ____________ ___________ ___________ FINANCING ACTIVITIES Receipts from universal life policies credited to policyholder account balances $ 4,356,590 $ 6,074,832 $ 4,949,560 Return of policyholder account balances on universal life policies (6,250,442) (5,256,212) (4,570,049) Repurchase of Common Stock (37,334) 130,962 (1,472) Dividends (687,745) (684,580) (684,442) _________ __________ _________ NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES $ (2,618,931) $ 265,002 $ (306,403) ___________ ____________ ___________ INCREASE (DECREASE) IN CASH $ (440,700) $ 255,021 $ 270,585 Cash and cash equivalents at beginning of year 2,902,587 2,647,566 2,376,981 ____________ ___________ _____________ CASH AND CASH EQUIVALENTS AT END OF YEAR $ 2,461,887 $ 2,902,587 $ 2,647,566 ============= ============= ============== See notes to consolidated financial statements. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS KENTUCKY INVESTORS, INC. IINVESTORS 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. In 1994 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. 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: In accordance with Statement of Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt and Equity Securities", Kentucky Investors and Investors Heritage classify all fixed maturities and equity securities as available-for-sale. Under SFAS No. 115, securities classified as available-for-sale are carried at fair value with appreciation (depreciation) relating to temporary market value changes recorded as an adjustment to other comprehensive income. 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 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 $3,366,812 and $3,498,084 at December 31, 1998 and 1997, respectively. Accumulated depreciation on property and equipment of Investors Heritage was $3,275,397 and $3,407,860 at December 31, 1998 and 1997, respectively. Capital Leases: During 1998 Investors Heritage acquired new computer equipment through a three-year capital lease. Lease payments for 1998 were $48,646. Future minimum lease payments for 1999, 2000 and 2001 are $163,668, $163,668 and $115,023, respectively. The present value of net minimum lease payments at December 31, 1998 was $407,462, which is equal to the total future minimum lease payments of $442,359 less imputed interest of $34,897. Accumulated amortization on the leased property was $43,603 at December 31, 1998. Goodwill: Goodwill for Investors Heritage is being amortized over forty years using the straight-line method. Accumulated amortization was $1,115,217 and $1,049,616 at December 31, 1998 and 1997, 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 dividends on participating policies. The assumptions used for prior year issues are locked in. Current year issues are reserved for using updated assumptions determined by reviewing the Company's past experience and includes a provision 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 $22,616,183 and $15,998,475 at December 31, 1998 and 1997, 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 7% 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). Unamortized acquisition costs associated with participating business 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 on accident and health policies and unreleased profits on limited-pay life policies, are provided and acquisition costs are amortized by associating benefits and expenses with earned 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 affects of realized gains or losses. Common Stock and Earnings per Share: The par value per share for Kentucky Investors is $1.00 with 4,000,000 shares authorized (shares issued at December 31, 1998: 848,116; 1997: 836,895; and 1996: 820,475). 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 843,251 in 1998, 829,725 in 1997, and 813,754 in 1996. Cash dividends per share were $.38 in 1998, 1997, and 1996. The stated value of Investors Heritage common stock was $1,447,797, $1,449,778, and $1,441,718, at December 31, 1998, 1997 and 1996, respectively. 2,000,000 shares were authorized at December 31, 1998, 1997 and 1996 (shares issued at December 31, 1998: 904,373; 1997: 905,611; and 1996: 900,574). Earnings per share of common stock were computed based on the weighted average number of common shares outstanding during each year: 904,334 in 1998, 902,739 in 1997 and 900,508 in 1996. Cash dividends per share were $.76 in 1998, 1997, and 1996. Accumulated Other Comprehensive Income: As of January 1, 1998 the Company adopted Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income". SFAS 130 establishes new rules for the reporting and display of comprehensive income and its components; however, the adoption of this Statement had no impact on the Company's net income or stockholders' equity. SFAS 130 requires unrealized gains or losses on the Company's available-for-sale securities, which prior to adoption were reported separately in stockholders' equity, to be included in other comprehensive income. Prior year financial statements have been reclassified to conform to this requirement. The reclassification amounts (net of 34% tax) for the years ended December 31, 1998, 1997 and 1996 are summarized as follows: 1998 1997 1996 Net unrealized gain (loss) arising during period $3,215,115 $3,426,479 $(2,435,429) Reclassification adjustment for net (gains) losses included in net income (123,898) 32,216 531,613 __________ __________ __________ Net unrealized gain (loss) on certain securities for Investors Heritage $3,091,217 $3,458,695 $(1,903,816) Minority interest in other comprehensive income (741,572) (925,819) 497,532 __________ __________ __________ Net unrealized gain (loss) on certain securities for Kentucky Investors $2,349,645 $2,532,876 $(1,406,284) ========== ========== =========== Reclassifications: Certain prior year amounts have been reclassified to conform to the 1998 presentations. 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 $11,571,000 of the loans outstanding at December 31, 1998 were to borrowers located in Kentucky. All loans are secured by a first mortgage on the property. Investments in available-for-sale securities are summarized as follows: 1998 Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value _________ _________ _________ _________ Available-for-sale securities: U.S. Government Obligations $ 21,741,471 $ 1,509,437 $ -0- $ 23,250,908 States and Political Subdivisions 1,992,186 72,464 -0- 2,064,650 Corporate 105,089,331 7,586,323 42,515 112,633,139 Foreign 16,445,886 1,360,974 -0- 17,806,860 Mortgage-Backed Securities 36,617,917 1,537,993 -0- 38,155,910 ___________ ___________ ______________ ____________ Total Fixed Maturity Securities $181,886,791 $12,067,191 $ 42,515 $ 193,911,467 Equity Securities 912,458 2,468,604 3,849 3,377,213 ___________ __________ ______________ ______________ Total $182,799,249 $14,535,795 $ 46,364 $ 197,288,680 ============ =========== ============== ============== 1997 Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value _________ _________ _________ _______ Available-for-sale securities: U.S. Government Obligations $ 22,472,841 $1,060,540 $ -0- $ 23,533,381 States and Political Subdivisions 1,990,527 40,043 -0- 2,030,570 Corporate 90,409,024 4,396,915 515 94,805,424 Foreign 14,680,336 733,064 -0- 15,413,400 Mortgage-Backed Securities 35,127,387 910,684 7,935 36,000,136 ___________ _________ ___________ ___________ Total Fixed Maturity Securities $164,680,115 $7,141,246 $ 38,450 $171,782,911 Equity Securities 912,458 2,261,561 4,649 3,169,370 ___________ _________ __________ ___________ Total $165,592,573 $9,402,807 $ 43,099 $174,952,281 ============ ========== =========== ============ 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 1998 1997 __________ _________ Net unrealized appreciation on available-for-sale securities $14,489,431 $ 9,359,708 Adjustment to deferred acquisition costs (1,468,021) (1,021,959) Deferred income taxes (4,427,279) (2,834,835) ____________ ____________ Net unrealized appreciation on available-for-sale securities for Investors Heritage $ 8,594,131 $ 5,502,914 Minority shareholders' interest (2,201,385) (1,459,813) _____________ _____________ Net unrealized appreciation on available-for-sale securities for Kentucky Investors $ 6,392,746 $ 4,043,101 ============ ============ The amortized cost and fair value of debt securities at December 31, 1998, by contractual maturity, are presented below. 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 $ 10,552,763 $ 10,670,368 Due after one year through five years 28,989,260 30,323,538 Due after five years through ten years 51,306,378 55,049,785 Due after ten years 43,844,302 48,624,741 Due at multiple maturity dates 47,194,088 49,243,035 ____________ _____________ Total $181,886,791 $193,911,467 ============ ============= Proceeds during 1998, 1997 and 1996 from sales and maturities of investments in available-for-sale securities were $13,194,150, $28,565,510 and $32,427,878 respectively. Gross gains of $162,746, $360,679 and $101,509 and gross losses of $38,848, $392,895 and $633,122 were realized on those sales during 1998, 1997 and 1996, respectively. 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, 1998, 1997 and 1996: 1998 1997 1996 Change in unrealized investment gain (loss): Available-for-sale: Debt securities $ 4,921,880 $ 5,167,977 $ (3,629,100) Equity securities 207,843 683,427 318,943 Realized investment gain (loss): Available-for-sale: Debt securities $ 123,892 $ (47,341) $ (449,194) Equity securities 6 15,125 (38,221) Major categories of investment income for Investors Heritage are summarized as follows: 1998 1997 1996 Fixed maturities $12,442,337 $11,329,773 $ 9,865,087 Mortgage loans on real estate 1,311,727 1,212,102 1,222,649 Other 1,029,835 975,897 927,817 __________ ___________ ___________ $14,783,899 $13,517,772 $12,015,553 Investment expenses 519,653 434,766 361,821 ___________ ___________ ___________ $14,264,246 $13,083,006 $11,653,732 ========= =========== =========== Investors Heritage is required to hold assets on deposit for the benefit of policyholders in accordance with statutory rules and regulations. At December 31, 1998 and 1997, these required deposits had book values of $23,571,493 and $23,696,655, respectively. 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 1998 1997 Investors Heritage Carrying Fair Carrying Fair Value Value Value Value Assets: Fixed maturities $193,911,467 $193,911,467 $171,782,911 $171,782,911 Equity securities 3,377,213 3,377,213 3,169,370 3,169,370 Mortgages on real estate: Commercial 15,010,785 16,971,064 12,939,239 13,929,217 Residential 1,178,342 1,355,737 795,552 863,184 Policy loans 7,203,344 7,203,344 6,976,601 6,976,601 Other long-term investments 437,221 437,221 403,106 403,106 Short-term investments 1,170,970 1,170,970 1,211,165 1,211,165 Investments in affiliates 1,837,510 5,531,175 1,975,382 5,116,936 Contractual obligations of affiliate 431,035 431,035 538,794 538,794 Cash and cash equivalents 2,461,887 2,461,887 2,902,587 2,902,587 Accrued investment income 3,097,421 3,097,421 2,904,861 2,904,861 Liabilities: Policyholder deposits (investment-type \ contracts) $ 56,519,216 $ 52,220,665 $ 55,303,701 $49,947,246 Policy claims 2,086,316 2,086,316 2,256,654 2,256,654 Obligations under capital leases 407,462 407,462 -0- -0- 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 and obligations under capital leases: The carrying amounts reported for these liabilities approximate their fair value. The fair values for insurance contracts other than investment contracts are not required to be disclosed under SFAS No. 107. NOTE D - Investment in Affiliates/Contractual Obligation of Affiliate/Affiliate Transactions Investors Heritage's investment in the common stock of its parent, Kentucky Investors, either directly or indirectly, was valued at December 31, 1998: Cost: $1,837,510; Market: $5,531,175 and at December 31, 1997: Cost: $1,975,382; Market: $5,116,936. Additionally, Investors Heritage holds notes receivable from Kentucky Investors with unpaid principal balances of $431,035 and $538,794 at December 31, 1998 and 1997, respectively, with variable interest rates and due dates ranging 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. Investors Heritage owns the home office real estate and leases the property to its parent, Kentucky Investors and its subsidiaries. Lease payments made by Kentucky Investors and its subsidiaries to Investors Heritage (and included in its statement of income) during 1998, 1997 and 1996 were $13,298, $13,090 and $13,395, respectively. The carrying value of the home office real estate at December 31, 1998 and 1997 was $1,079,426 and $1,130,844, respectively. The effects of the lease are eliminated in Kentucky Investors statement of income. 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 1998 1997 Deferred tax liabilities: Policy acquisition costs $ 7,541,000 $ 7,393,000 Net unrealized gain on available-for-sale securities 4,427,000 2,835,000 Other 453,000 348,000 ______________ _____________ Total deferred tax liabilities $ 12,421,000 $10,576,000 Deferred tax assets: Benefit reserves $ 5,517,000 $ 6,116,000 Other 417,000 417,000 ____________ ___________ Total deferred tax assets $ 5,934,000 $ 6,533,000 ____________ ____________ Net deferred tax liabilities of Investors Heritage $ 6,487,000 $ 4,043,000 Kentucky Investors Deferred tax liability: Undistributed earnings in subsidiary 1,635,000 1,531,000 ____________ __________ Net deferred tax liabilities of Kentucky Investors $ 8,122,000 $ 5,574,000 ============ ============ Federal income taxes in the consolidated balance sheets include deferred taxes and in 1998, taxes currently payable. In 1997, taxes recoverable of $91,000 is included in other assets in the consolidated balance sheets. The reconciliation of income tax attributable to operations computed at the federal statutory tax rate to income tax expense is: 1998 1997 1996 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 (7.5)% (16.5)% (37.9)% Dividend exclusion and tax-exempt income (.6)% (1.0)% (2.1)% Increase (decrease) in valuation ._ ._ (16.2)% Alternative minimum taxes 1.4% 2.8 % 2.0 % Purchase accounting differences. .6% .8 % .5 % Other, net .4% 1.2 % 16.8 % ______ ______ ______ Effective income tax rate_ Investors Heritage 28.3% 21.3 % (2.9)% Consolidating adjustments 4.5% 5.5 % 7.6% ______ ______ ______ Effective income tax rate_ Kentucky Investors 32.8% 26.8 % 4.7% ===== ===== ==== At December 31, 1998 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 $27,000,000, Investors Heritage could be subject to additional federal income tax unrelated to its normal taxable income. No provision for such income tax has been made at December 31, 1998. Kentucky Investors made income tax payments of $135,653, $131,757 and $65,693 in 1998, 1997 and 1996, respectively. Investors Heritage made income tax payments of $151,000, $385,000 and $620,000 in 1998, 1997 and 1996, respectively. NOTE F - Employee Benefit Plans As of January 1, 1998 the Company adopted SFAS No. 132, "Employer's Disclosures about Pensions and Other Postretirement Benefits", which revises prior disclosure requirements. The following tables have been reclassified to conform with SFAS No. 132. 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. 1998 1997 1996 Change in benefit obligation: Benefit obligation at beginning of year $5,662,063 $5,173,951 $ 4,575,352 Service cost 251,795 238,817 295,721 Interest cost 430,739 382,866 343,151 Actuarial (gain) loss 72,114 (71,167) (1,456) Benefits paid (404,779) (62,404) (38,817) __________ __________ ___________ Benefit obligation at end of year $6,011,932 $5,662,063 $ 5,173,951 __________ __________ ___________ Change in plan assets: Fair value of plan assets at beginning of year $4,771,638 $4,057,709 $ 3,460,959 Actual return on plan assets 468,683 474,553 335,567 Employer contribution 252,000 301,780 300,000 Benefits paid (404,779) (62,404) (38,817) __________ __________ ___________ Fair value of plan assets at end of year $5,087,542 $4,771,638 $ 4,057,709 __________ __________ ___________ Funded status $ (924,390) $ (890,425) $(1,116,242) Unrecognized net actuarial loss 1,065,329 1,115,533 1,133,852 Unrecognized transition asset (102,430) (136,574) (170,717) Unrecognized prior service credit (196,573) (231,676) -0- __________ __________ ___________ Accrued pension cost $ (158,064) $ (143,142) $ (153,107) ========== ========== =========== Components of net periodic benefit cost: Service cost $ 251,795 $ 238,817 $ 295,721 Interest cost 430,739 382,866 343,151 Expected return on plan assets (468,683) (474,553) (335,567) Recognized net loss 122,318 213,931 120,443 Amortization of prior service cost (35,103) (35,103) -0- Amortization of transition asset (34,144) (34,143) (34,144) __________ __________ ___________ Net periodic benefit cost $ 266,922 $ 291,815 $ 389,604 =========== =========== =========== The discount rate used in determining the actuarial present value of the projected benefit obligation was 7.5% for 1998 and 1997. The rate of increase in future compensation levels was 5% for 1998, 1997 and 1996. The expected long-term rate of return on plan assets was 9% in 1998, 1997 and 1996. 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 1998, 1997 and 1996 were $186,000, $171,000, and $156,000, 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 $9,375,173 at December 31, 1998. NOTE H - Statutory Accounting Practices Investors Heritage's statutory-basis capital and surplus was $13,579,260 and $13,700,023 at December 31, 1998 and 1997, respectively. Statutory-basis net income was $1,297,550, $1,294,586, and $1,422,626 for the years ended December 31, 1998, 1997 and 1996, 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 (the "Department"). Currently, "prescribed" statutory accounting practices are interspersed throughout state insurance laws and regulations, 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 within a state, and may change in the future. In 1998, the NAIC adopted codified statutory accounting principles ("Codification"). Codification will likely change, to some extent, prescribed statutory accounting practices and may result in changes to the accounting practices that Investors Heritage uses to prepare its statutory-basis financial statements. Codification will require adoption by the various states before it becomes the prescribed statutory basis of accounting for insurance companies domesticated within those states. Accordingly, before Codification becomes effective for Investors Heritage, Kentucky must adopt Codification as the prescribed basis of accounting on which domestic insurers must report their statutory basis results to the Department. At this time it is anticipated that Kentucky will adopt Codification. Management has not yet determined the impact of Codification on Investors Heritage statutory basis financial statements. During the Department's 1995 quadrennial examination of Investors Heritage, previously permitted admitted assets were required to be written-down. In 1998, the home-office real estate, representing the sole remaining asset not yet fully written-down to the prescribed value, was amortized in accordance with the Department's write-down schedule by $475,646. The remaining balance associated with the home office real estate to be written-down during 1999 is $475,646. These adjustments had no effect, other than requiring disclosure, on Kentucky Investors or Investors Heritage's financial statements prepared in accordance with generally accepted accounting principles. NOTE I - Segment and Reinsurance Data Prior to 1998 segment data has been presented on an "industry approach" in accordance with SFAS No. 14. SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information", became effective for 1998 and superceded SFAS No. 14. SFAS No. 131 requires a "management approach" (how management internally evaluates the operating performance of its business units) in the presentation of business segments. The segment data that follows has been prepared in accordance with SFAS No. 131. Previously reported information has been restated to comply with the new requirements. Investors Heritage operates in four segments as shown in the following table. All segments 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 and investments in affiliates, are assigned to the Corporate segment. Goodwill has been allocated 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. 1998 1997 1996 (000's omitted) Revenue: Preneed & Burial Products $ 41,319 $ 36,995 $ 33,213 Traditional & Universal Life Products 14,146 13,950 13,454 Credit Insurance Products & Administrative Services 307 152 (330) Corporate & other 1,689 1,400 1,443 _________ _________ _________ $ 57,461 $ 52,497 $ 47,780 ========= ========= ========= Pre-Tax Income from Operations: Preneed & Burial Products $ 2,686 $ 2,524 $ 913 Traditional & Universal Life Products 1,236 852 1,528 Credit Insurance Products & Administrative Services (395) (666) (579) Corporate & other 333 (7) (306) _________ ________ _________ $ 3,860 $ 2,703 $ 1,556 ========= ========= ========= Assets: Preneed & Burial Products $ 139,993 $123,111 $104,708 Traditional & Universal Life Products 75,168 72,586 69,600 Credit Insurance Products & Administrative Services 21,987 15,385 9,724 Corporate & other 52,677 47,572 43,108 _________ ________ ________ $ 289,825 $258,654 $227,140 ========= ======== ======== Amortization and Depreciation Expense: Preneed & Burial Products $ 4,056 $ 4,361 $ 4,328 Traditional & Universal Life Products 2,249 1,951 1,281 Credit Insurance Products & Administrative Services 149 460 1,216 Corporate & other 425 523 393 _________ ________ _________ $ 6,879 $ 7,295 $ 7,218 ========= ======== ========= Investors Heritage ceded 100% of the risks associated with its credit life and accident insurance written during 1998, 1997 and 1996 through coinsurance agreements with various companies. Investors Heritage administers the ceded credit life and accident insurance for an agreed-upon fee. During 1998, 1997 and 1996, Investors Heritage received $612,081, $505,400 and $410,062, respectively, of fee income associated with these reinsurance arrangements. Ceded benefit and claim reserves associated with these reinsurance arrangements at December 31, 1998 and 1997 were $17,310,827 and $11,460,482, respectively. 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 $18,123,000, $14,468,000 and $9,978,000 in 1998, 1997 and 1996, respectively and commissions and expense allowances received were $10,900,000, $8,657,000 and $5,795,000 in 1998, 1997 and 1996, respectively. Unearned premium reserves were reduced by $19,859,000 and $13,785,000 at December 31, 1998 and 1997, respectively, for credit-related reinsurance transactions. Benefit recoveries associated with Investors Heritage ceded reinsurance contracts were $2,403,000, $1,956,000 and $1,421,000 in 1998, 1997 and 1996, respectively. Investors Heritage remains contingently liable on all ceded insurance should any reinsurer be unable to meet their obligations. Assumed reinsurance premiums were $2,787,000, $2,855,000 and $3,734,000 in 1998, 1997 and 1996, 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. Stock Information Stock Prices OTC Bulletin Board MARKET QUOTATIONS Investors Heritage Life Insurance Company 1998 MARKET PRICE RANGE March June Sept. Dec. 26 - 26 1/2 26 1/2 - 28 26 - 28 25 - 26 1/2 1998 Annual Dividend Per Share - $.76 1997 MARKET PRICE RANGE March June Sept. Dec. 26 - 28 26 - 29 26 - 29 26 1/2 - 29 1997 Annual Dividend Per Share - $.76 Kentucky Investors 1998 MARKET PRICE RANGE March June Sept. Dec. 16 - 16-3/4 17 - 20 20 - 20-1/2 18 - 20 1998 Annual Dividend Per Share - $.38 1997 MARKET PRICE RANGE March June Sept. Dec. 13 1/2 - 14 1/4 13 3/4 - 14 5/8 14 3/4 - 15 3/4 16 - 16 1/2 1997 Annual Dividend Per Share - $.38 The stock of both companies is quoted on the OTC Bulletin Board. 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 1999 cash dividend to be paid to its stockholders by Investors Heritage Life on April 9, 1999 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 1999 meeting of shareholders of Investors Heritage Life Insurance Company is scheduled for 10 a.m. on Thursday, May 13, 1999, 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