2 0 0 1 A N N U A L R E P O R T T O R C H M A R K C O R P O R AT I O N C O R P O R AT E H E A D Q U A R T E R S Torchmark Corporation 2001 Third Avenue South Birmingham, Alabama 35233 (205) 325-4200 www.torchmarkcorp.com A N N U A L M E E T I N G O F S H A R E H O L D E R S Thursday, April 25, 2002 @ 10:00 a.m. Corporate Headquarters Birmingham, Alabama The Company’s Annual Meeting will be conducted in accordance with its Shareholder Rights Policy. A copy of this policy can be obtained by going to the company’s website at www.torchmarkcorp.com, or by contacting the corporate secretary at the Torchmark headquarters address. I N V E S T O R R E L AT I O N S Contact: Joyce L. Lane Phone: (972) 569-3627 Fax: (972) 569-3696 E-Mail: jlane@torchmarkcorp.com General stock ownership information: (205) 325-4270 Toll Free Stock Transfer Number: (866) 557-8699 I N D E P E N D E N T A U D I T O R S Deloitte & Touche, LLP 2200 Ross Avenue Suite 1600 Dallas, TX 75201 S T O C K E X C H A N G E L I S T I N G New York Stock Exchange Symbol: TMK The International Stock Exchange, London, England S T O C K T R A N S F E R A G E N T A N D S H A R E H O L D E R A S S I S TA N C E The Bank of New York Shareholder Relations, Dept. 11F P.O. Box 11258 Church Street Station New York, NY 10286 Toll Free Number: (866) 557-8699 Toll Free Hearing Impaired Number: (888) 269-5221 E-Mail: shareowner-svcs@bankofny.com www.stockbny.com I N D E N T U R E T R U S T E E F O R S E N I O R D E B E N T U R E S A N D 7 7/8% A N D 7 3/8% N O T E S Bank One N.A. 1 BankOne Plaza Mail Code IL1-0134 Chicago, Illinois 60670-0134 Toll Free Number: (800) 524-9472 INDENTURE TRUSTEE FOR 61/4% NOTES The Bank of New York 101 Barclay Street, 21W New York, NY, 10286 Attention: Corporate Trust Administration Toll Free Number: (800) 254-2826 D I V I D E N D R E I N V E S T M E N T Torchmark maintains a dividend reinvestment plan for all holders of its common stock. Under the plan, shareholders may reinvest all or part of their dividends in additional shares of common stock and may also make periodic additional cash payments of up to $3,000 toward the purchase of Torchmark stock. Participation is voluntary. More information on the plan may be obtained from the Stock Transfer Agent by calling: toll-free (866) 557- 8699 or by writing: The Bank of New York, 101 Barclay Street, New York, NY, 10286. A U T O M AT I C D E P O S I T O F D I V I D E N D S Automatic deposit of dividends is available to shareholders who wish to have their dividends directly deposited into the financial institution of their choice. Authorization forms may be obtained from the Stock Transfer Agent by calling toll-free (866) 557-8699. Participation is voluntary. K E Y I N S U R A N C E S U B S I D I A R I E S American Income Life Insurance Company Waco, TX www.ailife.com Globe Life And Accident Insurance Company Oklahoma City, OK www.globeontheweb.com Liberty National Life Insurance Company Birmingham, AL www.libnat.com United American Insurance Company McKinney, TX www.unitedamerican.com United Investors Life Insurance Company Birmingham, AL www.uilic.com TA B L E O F C O N T E N T S Financial Highlights . . . . . .2 Distribution Channels . . . . .3 Letter to Shareholders . . . . .4 Insurance Distribution . . . . .5 Condensed Consolidated Statement of Net Operating Income . . . . . . . . . . . . . . . .14 Condensed Consolidated Balance Sheet . . . . . . . . . .15 Directors, Officers and Officers of Subsidiaries . . .16 F I N A N C I A L H I G H L I G H T S (In thousands except percent and per share amounts) Operations: Total Premium Total Revenue Net Operating Income * Annualized Life Premium in Force Annualized Health Premium in Force Diluted Average Shares Outstanding Net Operating Income as a Return On Average Common Equity ** Per Common Share: Net Operating Income * Shareholders' Equity at Year End ** 2001 2000 % Change $2,215,169 $2,046,210 2,707,042 392,510 1,257,413 1,042,643 125,861 2,515,894 365,292 1,200,144 1,004,299 128,353 16.1% 16.3% 8.3 7.6 7.5 4.8 3.8 (1.9) $3.12 20.32 $2.85 18.53 9.5 9.7 Net Operating Income Per Common Share* $3.12 $2.85 $2.55 $2.29 $1.94 $3.00 $2.00 $1.00 ‘97 ‘98 ‘99 ‘00 ‘01 * Excludes realized investment losses, the gain/(loss) on redemption of debt, discontinued operations in 2001, and a change in accounting principle in 2001. ** Includes fixed maturity investments at amortized cost. 2 T O R C H M A R K C O R P O R AT I O N D I S T R I B U T I O N C H A N N E L S Distribution Unit Torchmark Subsidiary Method of Distribution Primary Line of Business AMERICAN INCOME AMERICAN INCOME LIFE AGENCY Waco, TX DIRECT RESPONSE GLOBE LIFE Oklahoma City, OK “Union Label” company selling products via exclusive agents nationwide Life and supplemental health insurance to union/credit union members Products are sold via direct response nationwide Whole/term life insurance sold to juveniles, parents and adults age 50+ LIBERTY NATIONAL LIBERTY NATIONAL LIFE EXCLUSIVE AGENCY Birmingham, AL Products are sold via exclusive agents in seven (7) south- eastern United States. Life and cancer insurance to middle income Americans UNITED AMERICAN GENERAL AGENCY UNITED AMERICAN McKinney, TX Products are sold via independent agents nationwide UNITED AMERICAN BRANCH OFFICE AGENCY UNITED AMERICAN McKinney, TX Products are sold via exclusive agents nationwide Individual life and health insurance including Medicare supplements and other supplemental health policies to seniors and middle income Americans Individual health insurance including Medicare supplements and other supplemental health to seniors and middle income Americans MILITARY AGENCY LIBERTY NATIONAL LIFE Birmingham, AL Products are sold via independent agents nationwide Individual whole and term life insurance to military officers and their families UNITED INVESTORS UNITED INVESTORS LIFE AGENCY Birmingham, AL Products are sold via independent agencies nationwide Individual life insurance and annuities to middle income Americans 2 0 0 1 A N N U A L R E P O R T 3 L E T T E R T O S H A R E H O L D E R S 2001 was a good year for Torchmark. Our net operating income increased 7% to $393 million. On a per share basis, our net operating income increased 9% to $3.12. We remained focused on providing protection-type life and health insurance products to our target markets in middle income America. Although our underwriting income grew at a rate less than our expectations at the beginning of the year, our growth in excess investment income exceeded our expectations. We managed our capital effectively; we repurchased our stock and we refinanced our debt…both actions enhanced the current and future value of our shareholders’ stock. F I N A N C I A L R E V I E W Key Components of Net Operating Income Per Diluted Share $ Millions Per Diluted Share Insurance Underwriting Income 2001 $367.9 20002000 $355.6 % 3 Excess Investment Income 255.5 227.0 13 Other Income Tax (26.6) (30.1) (12) (204.4) (187.2) 9 (1.62) (1.46) 2001 $2.92 2.03 (.21) 20002000 $2.77 1.77 (.23) % 5 15 (9) 11 Net Operating Income $392.5 $365.3 7% $3.12 $2.85 9% With respect to life insurance, annualized was $4 million, and administrative expenses premium issued increased 1% to $295 increased 6% to $119 million. million. Premium income increased 6% to $1.1 billion. Underwriting margin, which is the premium income less the amounts applied (1) to fund current and future benefits, and (2) to amortize acquisition expenses, increased 5% to $284 million. With respect to health insurance, annualized premium issued decreased 16% to $213 million. Premium income increased 11% to $1.0 billion. Underwriting margin increased 8% to $173 million. Annuity premiums increased 14% to $59 million, and the underwriting margin decreased 17% to $25 million. Underwriting income, which is the sum of the underwriting margins plus other income and less administrative expenses, increased 3% to $368 million. Net investment income increased 3% to $496 million. The required interest on our net policy liabilities increased 3% to $189 million, and our financing costs declined 27% to $51 million. Therefore, excess investment income increased 13% to $256 million. Net operating income as a return on equity was 16.1%. Book value, assuming that our fixed maturity assets are reported at amortized cost instead of market, was $20.32 The total underwriting margin increased 4% per share. Treating our preferred securities as to $483 million. Other miscellaneous income debt, our debt to capital ratio was 26.2%. 4 T O R C H M A R K C O R P O R AT I O N T O N Y G . B R I L L Executive Vice President and Chief Administrative Officer I N S U R A N C E D I S T R I B U T I O N A M E R I C A N I N C O M E A G E N C Y O P E R AT I O N (In millions, except %) Annualized Premium Issued Underwriting Margin: Premium Policy Obligations Acquisition Expenses Underwriting Margin Life Health 2001 2000 2001 2000 $ 66 247 84 92 71 %* 34% 37% 29% $ 57 231 81 86 65 %* 35% 37% 28% $ 10 50 18 12 19 %* 37% 25% 38% $ 9 48 19 12 18 %* 39% 24% 37% * Percent of Premium Annualized premium issued increased 17% to sales force was responsible for the issuance of $76 million. Premium income increased 6% over 185,000 life insurance policies with an to $297 million, and underwriting margins average face amount of just over $26,000. increased 8% to $90 million. Of our life distribution systems, American American Income is a “union label” company. Income is not only our fastest growing, but The sales force, with the endorsement also produces the highest underwriting of unions at the local level, sells life margin per dollar of premium income. Going and supplemental health insurance to forward into 2002, we expect American union members. At year end, this sales force was comprised of 1,768 producing agents, over 400 more agents than at the beginning of the year. The Income’s growth in life insurance sales, premium, and underwriting margin to exceed that in 2001. G A R Y L . C O L E M A N Executive Vice President and Chief Financial Officer 2 0 0 1 A N N U A L R E P O R T 5 D I R E C T R E S P O N S E O P E R AT I O N (In millions, except %) Annualized Premium Issued Underwriting Margin: Premium Policy Obligations Acquisition Expenses Underwriting Margin Life Health 2001 2000 2001 2000 $ 112 289 135 82 72 %* 47% 29% 25% $ 113 268 122 75 71 %* 46% 28% 26% $ 3 18 15 1 2 %* 82% 8% 10% $ 4 15 12 1 2 %* 82% 6% 12% * Percent of Premium Annualized premium issued decreased 1% to two years. In 1999, the acquisition costs were $115 million. Premium income increased 9% $.94 per $1 of annualized premium issued; to $307 million, and underwriting margins but in 2000 and 2001, the costs were $.74 increased 2% to $74 million. and $.71, respectively. And, we expect this A primary objective for both 2000 and 2001 favorable trend to continue. was to issue new business that produced During the year, we issued 419,000 Young higher margins than business issued in American (issue ages 0 to 30) life insurance preceding years. We accomplished this policies with an average face amount of just objective in both years. To accomplish this under $10,000 per policy. In addition, we objective in 2001, we expected that our life issued 448,000 policies to older Americans, insurance sales would decline for the year. with an average face amount of $17,000. One reason is that for the full year we These volumes and average face amounts implemented tighter underwriting standards that resulted in a higher percentage of the illustrate that at the younger ages there is a need to begin an insurance program, and at submitted business not being issued. the later ages there is a need to protect the However, I am pleased to report that our family from the final expenses associated expectations of lower sales did not with death. materialize. Life insurance issued was virtually the same as in 2000, and the expected underwriting margins over the life of the business written during this two year period should be greater. Going forward, we will concentrate our sales efforts in those areas that produce acceptable returns. Our premium income will continue to grow, and the growth rate of our underwriting margins should be much closer We have significantly reduced our acquisition to the growth rate of our premium income. costs per dollar of issued premium in the last 6 T O R C H M A R K C O R P O R AT I O N L A R R Y M . H U T C H I S O N Executive Vice President and General Counsel L I B E R T Y N AT I O N A L E X C L U S I V E A G E N C Y O P E R AT I O N (In millions, except %) Annualized Premium Issued Underwriting Margin: Premium Policy Obligations Acquisition Expenses Underwriting Margin Life Health 2001 2000 2001 2000 $ 55 297 134 91 72 %* 45% 31% 24% $ 54 294 134 88 71 %* 46% 30% 24% $ 11 156 112 28 16 %* 72% 18% 10% $ 10 151 106 27 18 %* 70% 18% 12% * Percent of Premium Annualized premium issued increased 3% to Although we were disappointed with the $66 million. Premium income increased 2% growth in life insurance sales for the year, we to $453 million, and underwriting margins were pleased with the growth in agents; we decreased 1% to $88 million. ended the year with 2,162 producing agents, Our sales force sold almost 175,000 life insurance policies during the year with an average face amount in excess of $35,000. Of the $453 million of premium income, less than $50,000 was received by means of the home collection process. Liberty National has come a long way since ten years ago when it was rightfully labeled as a “debit” life insurance company. up 6% from the prior year. For a number of reasons, agents who have been with the company more than one year produce more business than agents in their first year. Currently, over 50% of our sales force have been with the company less than one year. With ongoing recruiting and training efforts, we will continue to grow our sales force, and we look forward to greater growth in life insurance sales in 2002. A N T H O N Y L . M C W H O R T E R Executive Vice President President and Chief Executive Officer of Liberty National and United Investors Life Insurance Companies 2 0 0 1 A N N U A L R E P O R T 7 U N I T E D A M E R I C A N G E N E R A L A G E N C Y O P E R AT I O N (In millions, except %) Annualized Premium Issued Underwriting Margin: Premium Policy Obligations Acquisition Expenses Underwriting Margin Life Health 2001 2000 2001 2001 $ 24 48 16 23 8 %* 34% 49% 17% $ 26 43 19 17 7 %* 44% 41% 15% $ 74 464 294 86 84 %* 63% 18% 18% $ 85 442 276 86 80 %* 62% 20% 18% * Percent of Premium Annualized premium issued declined 12% to improve our rates. The collapse of many $98 million. Premium income increased 5% HMOs in the Medicare market has once again to $512 million, and underwriting margins resulted in a realization that Medicare increased 6% to $92 million. supplements are a time-proven means of Earlier in the year, we implemented a larger than normal overall rate increase on our Medicare supplement business; the overall providing quality protection to Medicare beneficiaries. This fact may have influenced the regulatory authorities. rate increase was 16%, and it applied both to We have diversification in our general in force business and to new sales. The rate agency sales: 25% of our new business is life increase and fewer HMO disenrollees than in insurance, 49% is Medicare supplement 2000 combined to have a dampening effect insurance, and 26% is other supplemental on our sales activity for the year. health insurance, primarily for individuals The need for larger rate increases was not something that caught us by surprise. In recent years the regulatory authorities have been reluctant to approve 100% of the rate increases for which we filed, even though the claims experience clearly demonstrated we were above federal mandated minimum claims loss ratios. But in 2001, due to our under age 65. And although the Medicare supplement rate increases in 2001 impacted sales in all product lines, our general agencies are comprised of seasoned agents who recognize the importance of representing a financially strong underwriter; they have adjusted to the rate increases and they will continue to grow their businesses. persistence and to a softened regulatory resistance, we were able to substantially Going forward in 2002, we expect growth in sales in all product lines. 8 T O R C H M A R K C O R P O R AT I O N M A R K S . M C A N D R E W Executive Vice President President and Chief Executive Officer of American Income, Globe Life and United American Insurance Companies U N I T E D A M E R I C A N B R A N C H O F F I C E O P E R AT I O N (In millions, except %) Life Health 2001 2000 2001 2000 Annualized Premium Issued Underwriting Margin: Premium Policy Obligations Acquisition Expenses Underwriting Margin $ 5 19 10 7 3 %* 53% 34% 14% $ 5 19 10 7 3 %* $ %* $ %* 116 145 323 210 61 52 65% 19% 16% 254 162 49 43 64% 19% 17% 51% 34% 15% * Percent of Premium Annualized premium issued declined 20% to dependent on Medicare supplement $121 million. Premium income increased business...almost 90% of its sales are 25% to $342 million, and underwriting Medicare supplements, and (2) our branch margins increased 19% to $55 million. office sales force currently lacks the maturity We ended the year with 84 branch offices and 1,644 producing agents. Unlike prior years, we no longer count an individual as an agent until he or she has produced a sale, thereby becoming a producing agent. Although we haven’t determined the number of producing agents at the beginning of 2001, the number was greater than the number at The Medicare the end of the year. supplement rate increases described in the previous section had an even greater negative impact on our branch office operations. There are two reasons for this result: (1) our branch office agents are much more of our general agency agents. Extensive recruiting efforts in the past several years have resulted in a branch office sales force wherein almost 60% of our agents have been with the company less than one year. Going forward into 2002, we may continue to see a decline in producing agents for the first half of the year. But our branch office system includes seasoned branch managers who know that recruiting and training new agents is the only way to grow our business. We expect the number of producing agents at the end of 2002 to exceed the number at the beginning of the year. 2 0 0 1 A N N U A L R E P O R T 9 R O S E M A R Y J . M O N T G O M E R Y Executive Vice President and Chief Actuary O T H E R I N D E P E N D E N T A G E N C Y O P E R AT I O N S (In millions, except %) Annualized Premium Issued Underwriting Margin: Premium Policy Obligations Acquisition Expenses Underwriting Margin Life 2001 2000 $ 32 245 106 80 59 %* 43% 33% 24% $ 37 227 96 76 55 %* 42% 34% 24% * Percent of Premium Annualized premium issued declined 14% to portion of their total life production. We $32 million. Premium income increased 8% will strive to earn more of their production to $245 million, and underwriting margins and the production of other independent increased 6% to $59 million. partners in the future. In addition, we will Sales declined because of the termination of our marketing agreement with Waddell & Reed; sales from this source were $4 million in 2001 compared to $13 million in the prior year. continue to seek new partners for the sale of life insurance. ADMINISTRATIVE EXPENSES Insurance administrative expenses increased 6% to $119 million, but as a percentage of Our primary independent agency relationship premium income, these expenses declined is our military operation which is comprised from 5.5% in 2000 to 5.4% in 2001. of a large agency that sells exclusively to noncommissioned commissioned military officers and their families. This and agency is responsible for over 50% of the sales, premiums, and underwriting margins of our Other Independent Agency operations. The military agency produces new business for several other insurers, but over the past decade we have earned an increasingly larger Torchmark has long been recognized as a low cost administrator. Our efficiency is derived from our dedication to simplifying procedures and then automating them; the result is not only reduced costs per dollar of premium income, but also improved service to our customers, both policyholders and agents. 110 T O R C H M A R K C O R P O R AT I O N R U S S E L L B . T U C K E R Executive Vice President and Chief Investment Officer I N V E S T M E N T S Our investment strategy is to maximize the positive difference between investment yield and required yield on our net liabilities, and to avoid uncompensated risk. Our investment portfolio is concentrated in high quality fixed-maturity assets. Fixed-maturity assets represented 92% of our invested assets at year end. For a variety of reasons, not the least of which is our discomfort with other types of investment alternatives, fixed-maturity assets will likely become an increasing percentage of our invested assets. The average credit rating quality of the fixed-maturity portfolio was A- as rated by Standard & Poor’s and A3 as rated by Moody’s. On a tax equivalent basis (i.e., recognizing that certain bonds are subject to lower federal taxes), our net investment income was $496 As noted in the chart below, Torchmark has entered into derivative agreements known as “interest rate swaps”. In 2001, these agreements produced $8 million of excess investment income. Should interest rates rise dramatically over time, the current positive excess investment income from the “swaps” would reverse and become negative. We have concluded that the risk/reward is in our favor. Frankly, we hope that interest rates do rise, even to the point that these “swaps” produce negative excess investment income; for if this should happen, the substantial cash generated within our insurance and investment operations would also be invested at higher interest rates, and the net effect would be beneficial to our operating earnings. 2001 Investment Income (in millions, except percent and per share amounts) Total* Required Excess million. Excess investment income is the 1) Invested Assets Supporting: difference between our net investment income and the interest required on our net interest-bearing liabilities. Required investment income was $240 million, resulting in excess investment income of $256 million. Primarily because of our stock repurchase program, comparing the change in excess investment income from one year to the next is misleading. A better comparison is on a per-share basis. Although excess investment income increased 13% in 2001, the increase was 15% on a per-share basis. Net Interest-Bearing Policy Liabilities: Life and Health Insurance Annuities Debt Interest Rate Swaps (2)Remaining Invested Assets Per Diluted Share Increase Over 2000 * For illustrative purposes only, total investment income has been allocated pro rata based upon the net liabilities. Torchmark does not specifically allocate assets to liabilities. ** Consists of interest on debt and dividends on monthly income preferred securities. $197 35 61 0 203 $496 $3.94 5% $156 33 59 ** (8) 0 $240 $1.91 (4%) $41 2 2 8 203 $256 $2.03 15% 2 0 0 1 A N N U A L R E P O R T 11 S H A R E R E P U R C H A S E P R O G R A M Under the Company’s active share repurchase program, during the year we repurchased almost 4.3 million shares of our outstanding stock at a cost of $159 million. Since 1986, we have repurchased our outstanding stock in all years except one, and the cumulative effect has been that we have repurchased 49% of our outstanding stock. We expect to continue this program into the future as a means of enhancing shareholder intrinsic value. ACCOUNTING PRACTICES In recent months, corporate America or more specifically, corporate accounting practices have been subject to increased scrutiny and criticism, and rightfully so. With respect to Torchmark, our earnings are cash driven. For example, we do not rely on transactions covered in recent news stories that produce management utilizes to manage the business, and make every effort to explain how each operation contributes to our overall results. With respect to the balance sheet, we have no off-balance sheet liabilities. We believe that our assets and liabilities are fairly stated and reported in full accordance with the directions provided by the Financial Accounting Standards Board (FASB). In light of some of the recent criticism directed toward FASB, maybe it’s best that I just say we believe our assets, liabilities, and our operating results are fairly stated to the best of our abilities. S H A R E H O L D E R W E A LT H As you certainly have noticed, we have not increased the shareholder dividend rate in recent years. Furthermore, at least for the near term, my recommendation to the Board of Directors will be that we not increase the dividend rate. current revenues through mark-to-market In my opinion, shareholder dividends are or other methods with no near term cash the least effective means of increasing flow. In addition, our earnings come from two primary sources: underwriting income shareholder wealth, primarily due to double taxation...first, with the taxes that the from the insurance operations, and excess company pays on the money that is earned, investment income from the investment and again when shareholders pay taxes on the operations. We present the results of these dividends received. operations in the same manner that 12 T O R C H M A R K C O R P O R AT I O N I believe there are better means of increasing and the favorable ratings that our insurance shareholder wealth: The first is efficiently companies have achieved; these ratings investing in our businesses in order to grow are most important to our ongoing our earnings, which we do. insurance operations. Secondly, making acquisitions that add value. Therefore, for the time being we believe A few shareholders have expressed concern that using our capital to invest in our that Torchmark has not made a major business, make acquisitions (whether other insurance acquisition since we acquired companies’ or Torchmark stock) and efficient American Income in 1994. I remind them management of our debt are better means of that we have made significant acquisitions in producing shareholder wealth than an every year since 1994. For example, in each increase in shareholder dividends. year beginning with 1998, we have spent between $126 million and $175 million for the purpose of acquiring our own stock, which we believe has generated a better return on investment than any other insurance acquisitions that have been available to us. And, as stated earlier, we expect to continue this acquisition program. Thirdly, reducing higher cost debt adds shareholder value. Since 1997, we have reduced our debt from $1.1 billion to $885 million, and the overall required annual cost of our debt has been reduced from 8.5% to 6.5%. From our own perspective, reducing debt adds less shareholder value than repurchasing our stock, but we also must be cognizant of the financial rating agencies O U T L O O K In 2002, we expect continued growth in premium income and underwriting margins in all of our distribution systems, and we expect our administrative expenses to again decline as a percentage of premium income. We expect investment operations to again produce outstanding results. We will continue in our efforts to increase the intrinsic value of our shareholders’ stock. We expect 2002 to be a good year for Torchmark. C. B. HUDSON Chairman and Chief Executive Officer Torchmark cautions you that this Letter to Shareholders may contain forward-looking statements within the meaning of the federal securities law. These prospective statements reflect management’s current expectations, but are not guarantees of future performance. Accordingly, please refer to Torchmark’s cautionary statement regarding forward-looking statements, and the business environment in which the Company operates, contained in the Company’s Form 10K for the period ended December 31, 2001, found on the following pages and on file with the Securities and Exchange Commission. Torchmark specifically disclaims any obligation to update or revise any forward- looking statement because of new information, future developments or otherwise. 2 0 0 1 A N N U A L R E P O R T 13 C . B . H U D S O N Chairman and Chief Executive Officer CONDENSED CONSOLIDATED STATEMENT OF NET OPERATING INCOME (Unaudited and in thousands except per share amounts) Revenue: Life premium Health premium Other premium Total Investment income: Taxable equivalent basis Taxable equivalent adjustment Other income Total operating revenue Benefits and expenses: Benefits: Life Health Other Commissions and acquisition expenses: Life Health Other Interest on net policy liabilities: Life Health Other Insurance administrative expenses Corporate expenses Interest on debt and dividends on MIPS/Trust Preferred Income taxes Amortization of goodwill Total benefits and expenses Twelve months ended December 31, 2001 $1,144,955 1,010,753 59,461 2,215,169 496,207 (4,377) 4,391 2,711,390 485,277 648,997 (901) 375,349 188,298 35,603 158,357 (2,427) 33,253 119,038 10,104 2000 $1,082,904 911,156 52,150 2,046,210 481,081 (8,655) 4,650 2,523,286 461,720 575,286 (2,937) 349,437 174,754 25,212 148,393 829 34,564 111,817 9,369 51,479 204,378 12,075 2,318,880 70,309 187,166 12,075 2,157,994 Net operating income $392,510 $365,292 Net operating income per diluted share Diluted average shares outstanding Net operating income Non operating items, net of tax: Realized investment losses Gain/(loss) on redemption of debt Discontinued operations Change in accounting principle Net income $3.12 125,861 $392,510 (1,580) (4,553) (3,280) (26,584) $356,513 $2.85 128,353 $365,292 (3,459) 202 0 0 $362,035 % Inc (Decr) 6 % 11 14 8 3 7 5 13 (69) 7 8 41 7 (393) (4) 6 8 (27) 9 0 7 % 7 % 9 % The Condensed Consolidated Statement of Net Operating Income has been prepared in the manner Torchmark management uses to evaluate the operating results of the company. It differs from the Consolidated Statement of Operations found in the attached SEC Form 10-K primarily by the reclassification of interest on net policy liabilities and the exclusion of the nonoperating items listed above. 14 T O R C H M A R K C O R P O R AT I O N CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited and in thousands except per share amounts) Assets: Fixed maturities at fair value * Cash and short-term investments Mortgages and real estate Other investments Deferred acquisition costs Goodwill Other assets Separate account assets Total assets Liabilities and shareholders’ equity: Policy liabilities Accrued income taxes * Short-term debt Long-term debt Other liabilities Separate account liabilities Trust preferred securities Shareholders’ equity * At December 31, 2001 2000 $6,526,429 137,870 126,268 317,521 2,182,362 378,436 256,983 2,502,284 $5,949,515 135,635 134,125 287,017 2,075,319 390,509 249,023 3,741,415 $12,428,153 $12,962,558 $5,771,815 580,287 204,037 536,152 191,894 2,502,284 144,557 2,497,127 $5,523,016 423,327 329,148 365,989 183,908 3,741,415 193,395 2,202,360 Total liabilities and shareholders’ equity $12,428,153 $12,962,558 Actual shares outstanding: Basic Diluted * Excluding the fair value adjustment under accounting standard FAS 115: Fixed maturities Accrued income taxes Shareholders’ equity Book value per common share Return on equity Debt to capital ratio Annualized life and health premium in force: Life Health Total 122,888 123,354 126,389 127,339 $6,528,244 580,450 2,497,429 $20.32 16.1% 21.9% $6,185,500 498,294 2,341,584 $18.53 16.3% 21.5% $1,257,413 1,042,643 $2,300,056 $1,200,144 1,004,299 $2,204,443 The complete financial statements are found in the attached SEC Form 10-K with additional schedules and footnotes thereto. 2 0 0 1 A N N U A L R E P O R T 15 D I R E C T O R S D AV I D L . B O R E N President of the University of Oklahoma Norman, OK J O S E P H M . FA R L E Y Of Counsel in the Birmingham, AL law firm of Balch & Bingham LLP L O U I S T. H A G O P I A N Retired Chairman of the Board and Chief Executive Officer of NW Ayer, Inc. New York, NY C . B . H U D S O N Chairman and Chief Executive Officer of Torchmark J O S E P H L . L A N I E R , J R . Chairman of the Board and Chief Executive Officer of Dan River Incorporated Danville, VA M A R K S . M C A N D R E W President and Chief Executive Officer of United American, Globe and American Income O F F I C E R S C . B . H U D S O N Chairman and Chief Executive Officer T O N Y G . B R I L L Executive Vice President and Chief Administrative Officer G A R Y L . C O L E M A N Executive Vice President and Chief Financial Officer M I C H A E L K . FA G I N Vice President L A R R Y M . H U T C H I S O N Executive Vice President and General Counsel M I C H A E L J . K LY C E Vice President and Treasurer J O Y C E L . L A N E Vice President, Investor Relations H A R O L D T. M C C O R M I C K Chairman and Chief Executive Officer of Bay Point Yacht and Country Club Panama City, FL J O S E P H W. M O R R I S Partner in the Tulsa, OK, law firm of Gable & Gotwals G E O R G E J . R E C O R D S Chairman of Midland Financial Co. Oklahoma City, OK R . K . R I C H E Y Chairman of the Executive Committee of the Board of Directors of Torchmark L A M A R C . S M I T H Chairman and Chief Executive Officer of First Command Financial Services, Inc. Fort Worth, TX M A R K S . M C A N D R E W Executive Vice President C A R O L A . M C C O Y Vice President, Associate Counsel and Secretary A N T H O N Y L . M C W H O R T E R Executive Vice President R O S E M A R Y J . M O N T G O M E R Y Executive Vice President and Chief Actuary S P E N C E R H . S T O N E Controller D AV I D F. T H O R N D I K E Vice President R U S S E L L B . T U C K E R Executive Vice President and Chief Investment Officer O F F I C E R S O F S U B S I D I A R I E S A M E R I C A N I N C O M E L I F E M A R K S . M C A N D R E W President and Chief Executive Officer R O G E R K . S M I T H U N I T E D A M E R I C A N M A R K S . M C A N D R E W President and Chief Executive Officer G E N E P. G R I M L A N D Executive Vice President and Sales Director President of General Agency Marketing Division A N D R E W W. K I N G President of Branch Office Marketing Division U N I T E D I N V E S T O R S L I F E A N T H O N Y L . M C W H O R T E R President and Chief Executive Officer G L O B E L I F E M A R K S . M C A N D R E W President and Chief Executive Officer G L E N N D . W I L L I A M S Executive Vice President L I B E R T Y N AT I O N A L L I F E A N T H O N Y L . M C W H O R T E R President and Chief Executive Officer R O N A L D D . WAT T S Executive Vice President and Chief Marketing Officer 16 T O R C H M A R K C O R P O R AT I O N