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									strength the sum of all parts
    Mutual of Omaha • 2008 Annual Report
strength
consolidated financial highlights
total revenues                      $4,072,790,000
benefits to policyholders           $2,846,659,000
total assets                        $21,245,594,000
life insurance in force             $189,192,123,000


ratings
a.m. best company                   A+ (superior)
moody’s investors service           Aa3 (excellent)
standard & poor’s                   AA- (very strong)
{equals}
           the sum of all parts
                        chairman’s message                     1
           {contents}   living in the moment                   3
                        safeguarding promised protection       5
                        finding strength in adversity          7
                        sustaining a legacy                    9
                        counting on quality                   11
                        fulfilling a crucial mission          13
                        mutual of omaha affiliates            15
                        financial growth                      17
                        disciplined investment strategy       19
                        2008 consolidated operating results   21
                        individual and family coverages       23
                        employee benefit solutions            24
                        leadership and affiliates             25
                        board of directors                    26
A Message to Our
                                      Customers
As 2008 came to a close, Americans were faced with              Despite the challenging environment, Mutual of Omaha
economic conditions unlike any most of us have ever             reached key milestones in 2008:
experienced. Each day, headlines reported new shock
waves to our financial system as icons of banking and           • Both individual and group business units recorded
finance teetered on the brink of collapse.                        strong sales and earnings in a rapidly changing market.
                                                                  Sales of our individual Medicare supplement policies
                                                                  continued to set records in 2008, as did our group
One name that you did not see in those headlines was              retirement plans and voluntary products. These results
Mutual of Omaha. Despite the extraordinary economic               illustrate the important role our products play in the
and market conditions that have taken a toll on so many           lives of our customers.
businesses, I’m pleased to report that Mutual of Omaha is
strong, stable, secure and profitable.                          •	 	 ith the acquisition of the deposits held by a failed
                                                                   W
                                                                  banking company in the Southwest, Mutual of Omaha
Thanks to our focused business strategy, disciplined              Bank became one of the nation’s fastest-growing banks
investment practices and talented, engaged workforce, we          with assets of $3.6 billion and locations in nine states.
avoided many of the pitfalls that ensnared others in our
industry.                                                       •	 	 onstruction accelerated on Midtown Crossing at
                                                                   C
                                                                  Turner Park, a one million-square-foot mixed-use
Absent from our product lines are the variable insurance          development adjacent to our headquarters. The project is
and annuity products that are vulnerable to stock market          on track for a November 2009 grand opening.
swings and whose guarantees have proven problematic for
other carriers.                                                 In 2009, Mutual of Omaha will celebrate its centennial.
                                                                Much has changed since our charter was issued back in
In good times and bad, we adhere to a disciplined               1909. But some things haven’t changed. Then, as now,
investment strategy that maintains an appropriate level of      our insurance and financial products are designed to be
risk. While no financial company is immune from today’s         a straightforward and affordable way to help customers
tumultuous markets, our investment professionals largely        through the transitions we all face.
avoided investments in problematic areas such as subprime
mortgages and credit default swaps.                             I hope you enjoy this year’s report. The real-life stories on
                                                                the next few pages highlight the role Mutual of Omaha
Given the headlines, it’s natural to wonder if the businesses   plays in our customers’ lives and the dedicated efforts of
in which you place your trust will be there when you need       our associates.
them. With a surplus of more than $2 billion, strong ratings
and a commitment to meeting the long-term needs of our          Thank you for your trust in Mutual of Omaha.
policyholders, Mutual of Omaha is a company you can
count on for strength, stability and security.

                                                                daniel p. neary
                                                                chairman and chief executive officer
3
                                                                  individual and family coverages:
      life insurance, disability insurance, long-term care insurance, medicare supplement insurance,
    critical illness insurance, accidental death insurance, cancer insurance, annuities, mutual funds




living in the moment                                              sharon roberts, Waukesha, Wisconsin
                                                                                                                                          4




Sharon Roberts is a shining example of someone who                   With help from their Mutual of
lives life to the fullest and makes every day count. At 71           Omaha representative, Jay Van
years old, she’s seen plenty of ups and downs, but the               Beusekom, they put their savings to
                                                                     work and obtained insurance that
smile on her face reveals a peace she finds in the present
                                                                     would help protect them. Sharon
that comes from knowing she’s lived a great life.                    and Jim both have annuities, life
                                                                     insurance and Medicare supplement
From Alaska to Hawaii, the Caribbean to Colorado, Sharon             insurance with Mutual of Omaha.
and her husband, Jim, have traveled the world.                       And, while Jim did not qualify for
                                                                     long-term care insurance, Sharon has the coverage should she
“It really has been a great life,” Sharon said. “I’ve seen so many   ever need it.
wonderful things and places. I’ve had so much fun.” Although
Sharon’s travels have been on hold for the past year as a result     While Sharon remains in good health, she is satisfied with the
of Jim entering a nursing home, her days remain full. She            way her Medicare supplement insurance covers what Medicare
has lived in the same modest house in Waukesha, Wis., for 52         does not. “I really like that there is no paperwork,” she said. “I
years and enjoys spending time in her yard and relaxing on           also have prescription coverage and that has been a wonderful
her porch. An avid walker, she covers miles throughout her           savings. Plus, Jay and his office are always there to help me if I
neighborhood each day and keeps her mind sharp with hours            have questions.”
of reading. And, of course, she remains devoted to Jim.

“It really has been                                                  Because Jim did not qualify for long-term care insurance,


         a great life.”
                                                                     Sharon uses his annuities to help pay for his nursing home
                                                                     care, which runs an astounding $9,000 a month. The
                                                                     experience has made Sharon thankful she does have
“There’s never enough hours in a day,” she said. “I always say       long-term care coverage.
there should be 48 instead of 24 to make sure you can do all
the fun stuff.”                                                      “Jim is in a very nice place and he is very well cared
                                                                     for, but it’s a lot of money,” Sharon said. “With
Even though Sharon and Jim experienced many free-spirited            Jim’s age and health at the time, it was just too
adventures, they knew they couldn’t enjoy the present unless         late for him to qualify. I recommend people
their future was secure. They enlisted Mutual of Omaha               get long-term care insurance early enough.
Insurance Company in 1987 to help with some of that                  It’s the smart thing to do.”
planning.
                                                                     “It gives me peace of mind to know that I
                      “We knew it was important to start saving      have coverage,” she said. “I’m not planning
                      early in life,” she said. “My dad always       on using it anytime soon, but at least I’ll have
                      told me Social Security wouldn’t be            it when I need it. I hope I live another 35
                      enough. He lived through the Depression        years. There’s still stuff I want to see – like
                      and taught me lots of lessons: everything      South America and Australia. I could get in
                      in moderation and to try to get the most       the car and head out right now!”
out of your dollar. I guess that’s stuck with me.”
5
                                                                            employee benefit plans:
       life insurance, disability insurance, dental insurance, voluntary products, retirement plans




Safeguarding         promised
                         protection
                                                                          jose garza, Houston, Texas
                                                                                                                                      6




In the world of cancer research, countless studies have            Following chemotherapy, Jose
been done on the power of positive thinking. It only takes         underwent surgery. A follow-up
                                                                   visit to the doctor brought some
a short conversation with Jose Garza to understand why.
                                                                   encouraging news. “Right now
With a big smile, infectious laugh and quick wit, Jose is always   everything is clear,” said Jose, who
the first to offer a word of encouragement to his co-workers       returned to work in December of
at Energy Cranes – a leading manufacturer of cranes used           2008. “It felt great to get back to work.”
to support the offshore oil and gas industry. His job as a
fabrication lead keeps him busy overseeing a team of welders       Jose is living proof that a happy and healthy employee is a good
at the company’s Houston Northwinds location, ensuring that        employee, said Tamara Butcher, Human Resource manager for
questions are answered and plans are followed. Even so, Jose       Energy Cranes. “Our employees are the pulse of our company.
is never too busy to pause and reflect on the challenges he’s      Providing quality benefits is our way of taking care of them.”
overcome.
                                                                   That’s why the company pays for a broad range of Mutual of
“Mutual of Omaha’s                                                 Omaha coverages, including life, short-term disability, long-
     representatives were                                          term disability and accidental death and dismemberment

wonderful. The service
                                                                   (AD&D) insurance. In addition, Energy Cranes
                                                                   offers employees the option to purchase
                                was amazing.”                      additional voluntary life and AD&D insurance
“I was diagnosed with colon cancer in March of 2008,” said         to protect themselves and their families.
Jose. “I went through eight sessions of chemotherapy, which
was hard. But you never saw me sad – I was always smiling          “Sometimes it’s the only opportunity some of
and joking. You just have to keep your spirits up and be           our employees have to obtain life
positive.”                                                         insurance or AD&D insurance for
                                                                   themselves and their loved ones,” said
Although Jose’s attitude remained positive, the chemo took         Butcher. “In today’s economy, we
its toll on his body, forcing him to miss nearly seven months      all have to think about how we
of work. And while Jose courageously fought the disease            spend our dollars. I always tell our
with faith and optimism, his employer-sponsored disability         employees to invest in their future.
insurance coverage provided by Mutual of Omaha helped              The voluntary insurance is a
protect his income.                                                great way to protect their families.”


                      “I’m definitely thankful for the             When selecting a benefits provider,
                      insurance coverage – it really helped        Mutual of Omaha’s solid reputation
                      me out during my illness,” said Jose.        and top-notch service stood out.
                      “The money was always on time                According to Butcher, they haven’t been
                      and I had no problems. When I had            disappointed. Jose agrees: “I feel confident
                      questions, I talked to Mutual of             that Mutual of Omaha is there to help.”
                      Omaha representatives and they were
                       wonderful. The service was amazing.”
7
                                                                   individual and family coverages:
      life insurance, disability insurance, long-term care insurance, medicare supplement insurance,
    critical illness insurance, accidental death insurance, cancer insurance, annuities, mutual funds




finding           strength in                                            Adversity
                                           janet le veque cecil and chuck cecil, Columbia, South Carolina
                                                                                                                                          8
Janet LeVeque Cecil is thankful for every day. At age                “I don’t know what I would have done
55, she is living with stage IV breast cancer, which                 without this coverage,” Janet said. “It was
has spread to other parts of her body. Some days she                 a safety net for me that kept my life from
is in pain. Other days, she battles fatigue. But, she is             crashing and burning. When you have
optimistic knowing she can focus on the things that                  health insurance, you still have deductibles
                                                                     and co-pays that add up. You can get into
matter – without worrying about her finances.
                                                                     trouble fast.”

In 2004, while at the gym, Janet noticed a Mutual of Omaha
                                                                     Once Yip made the calls and Mutual of Omaha was able to
brochure displayed on the locker room counter. A self-
                                                                     obtain medical records to confirm the diagnosis, Janet received
employed court reporter, she wanted to know more about
                                                                     her $100,000 benefit.
health insurance and other products designed for the self-
employed. She called the number on the brochure for Mutual
                                                                     She and her husband, Chuck, built a new home – mortgage-free
of Omaha representative Lokyan Yip. It’s a call she’s glad she
                                                                     – on 14 acres of wooded land that Chuck already owned. They
made.
                                                                     used the remainder of the money to pay off other debt.

                       After she met with Yip, she decided a
                                                                     “Not having to make a mortgage payment has taken a
                       critical illness policy along with a health
                                                                     tremendous stress out of my life. It has simplified things at
                       savings account – major medical plan
                                                                     a time when I need that the most,” Janet said. “It feels good
                       were good options to protect her in
                                                                     to be able to walk into the doctor’s office and write a check.
                       the event of an unexpected illness. The
                                                                     That’s one thing I don’t have to worry about. I can focus on my
                       critical illness policy would provide a
                                                                     treatment and my health.”
                       lump sum benefit if she were diagnosed
with one of several life-threatening conditions, including
                                                                     Janet’s treatments will continue for the rest of her life. She
cancer. Although Janet already had a disability policy that
                                                                     knows she will never be cured, but all she has to do is look
would replace part of her income, the critical illness coverage
                                                                     around to know she has much to look forward to. She recently
would serve as a supplement. Janet also liked that there was
                                                                     became a first-time grandmother and relishes every minute
no criteria for how the money must be used. And if she
                                                                     she is able to spend with her grandson. She also appreciates her
never needed the insurance, her heir could receive all of her
                                                                     home and land, which provide a peaceful retreat where she can
premium payments back. She also purchased an annuity that
                                                                     spend time with Chuck and their dogs.
could be used as extra income later down the road.

“I don’t know what I would have                                      “I meet many people at the clinic and they always talk about

   done without this coverage.”
                                                                                              money and wonder how they are
                                                                                                going to pay for their treatments,”
                                                                                                   she said. “I’ve seen that worrying
Like many people, Janet forgot about the critical illness policy
                                                                                                     only exacerbates what someone
– until 2006. That May, as she took a deposition, she felt
                                                                                                        is going through. I tell others
excruciating pain in her back. “In August, when I found out
                                                                                                         of my experience and how
what it really was, it brought me to my knees,” Janet said.
                                                                                                        they need to protect
                                                                                                      themselves. I can sleep at night
The pain and her treatments left Janet unable to work.
                                                                                                    knowing I am protected.”
Because she had some savings and disability payments were
coming in, she knew she was okay for a little while. She called
Yip to discuss accessing money from her annuity and was
reminded of the critical illness insurance she had purchased
two years earlier.
9
                                                                   individual and family coverages:
      life insurance, disability insurance, long-term care insurance, medicare supplement insurance,
    critical illness insurance, accidental death insurance, cancer insurance, annuities, mutual funds




sustaining a
                                 Legacy
                               richard bertolette, kermit seitz and dave smith, Harrisburg, Pennsylvania
                                                                                                                                        10


When John Plouse founded a machine shop in his garage              With clients like Tyco and the U.S. Defense Department, the
in 1957, the world was a different place. However, Plouse          company experienced its most profitable year ever in 2008.
Precision Manufacturing’s commitment to meet their
customers’ changing needs have allowed the company                 “At the time, it would have been a tremendous burden to take
to withstand the test of time for more than half a century.        out a loan,” Dave said. “It would have put us in a bad financial
                                                                   position from the get go.”
With our help, three key employees have carried on
John’s legacy and secured a future for the business.
                                                                   “Honestly, I think it was more money
                                                                   than a bank would probably have loaned
                         When John first met Mutual of             us,” Kermit added. “We would never have
                         Omaha representative Dick Hestwood,       been able to expand like we did.”
                         he didn’t believe in life insurance.
                         Hestwood worked with him to               The experience made the trio realize the importance of business
                        establish group life and disability        continuation planning and the role life insurance plays. Richard
                        plans for his employees and a small        is already semi-retired and Kermit is making plans for his
                        individual life policy that would          retirement. Their sons, Jeff Bertolette and Dale Seitz, are owners
provide a benefit for his wife. John didn’t want to discuss life   and will continue running the business along with Dave and his
insurance beyond that. However, in 1997, Hestwood asked            brother Darrel. All five of the current owners are insured with
him about his plans for passing on the business. In his 70s        United of Omaha Life Insurance Company, a Mutual of Omaha
and in good health, John didn’t have an answer. Hestwood           company.
suggested a universal life policy that would allow three key
employees to buy the business from his wife when the time          “We kept up insurance because it opened our eyes when John
came. Thinking of his business’s future, John agreed.              died,” Kermit said.

“This business was his LIFE.”                                       “You never know what is going to happen to an important
                                                                   member of the company – and when it does happen, you are
Kermit Seitz was John’s right-hand man when it came to             never prepared for it,” Kermit said. “Life insurance is one of
finances and business operations. And, the expertise of Dave       the best safety nets that you can have, especially when you’re
Smith and Richard Bertolette was essential. Richard was the        working on a shoestring like we were. Mutual of Omaha made
top tool maker and Dave was an expert at the computerized          it possible for us to be here today.”
technology that allows for precise customization of machine
parts. With that plan in place, John knew the future of his        The three agree – if the insurance hadn’t been in place, they
business was secure.                                               would all be working for someone else today.

Less than two years later, John fell ill with pancreatic cancer    “We had 35 employees at the time of
and passed away.                                                   John’s death,” Kermit said. “Many
                                                                   families would have been affected.
The life insurance and business continuation plan worked,          We all would have lost our jobs.”
and Dave, Kermit and Richard purchased the business from
John’s widow. Since then they have expanded to keep pace           “It was important to John that it
with market demands, growing from 7,500 square-feet                continued, too,” Dave said. “This
and 35 employees to 24,000 square-feet and 70 employees.           business was his life. It is his legacy.”
11
                                                                          Employee Benefit Plans:
     life insurance, disability insurance, dental insurance, voluntary products, retirement plans




Counting on Quality
                                                               diana lopez, Silicon Valley, California
                                                                                                                                          12



Every day, doctors in clinics and hospitals around the               Katia Bejan, senior director of Human Resources. With 190
world rely on cutting edge technology developed by NDS               employees in five countries, it’s an important aspect of her job –
Surgical Imaging – and it all starts with people like                but just one of her many responsibilities.
Diana Lopez.
                                                                     Bejan knows she can rely on Mutual of Omaha to provide
                                                                     a quality product and excellent service. Anytime she has a
Based in Silicon Valley, Calif., the company designs and             question, Mutual of Omaha representatives Kevin Doucet and
manufactures high definition monitors and touch-screen               Kim Short are just a phone call away.
software technology that puts a wealth of medical information
at a surgeon’s fingertips.                                           “The service was what sold
                                                                     us and the service continues
                       Behind each device produced by NDS            to be the reason we have such
                       Surgical Imaging (NDSsi) is a promise         high participation,” said Bejan,
                       of quality and precision. That’s where        noting that 80 percent of NDSsi’s
                       Diana comes in. As the manufacturing          employees are enrolled in the
                       lead, it’s her job to ensure that the high-   401(k) plan, which includes a
                       tech equipment is produced with an            matching contribution from the
                       extreme attention to detail.                  company. “When Kim and Kevin
                                                                     are onsite, they go through how everything works, including the
“Every unit starts on the production floor,” said Diana, who         investments. They even pass out their business cards with their
has been at NDSsi for five years. “We build it, test it and send     cell phone numbers and tell employees to call them anytime
it to the customer, usually with a turnaround of three days. We      they have a question. That’s good service.”
make sure everything is done well and on schedule.”
                                                                     As NDSsi continues to grow, Bejan knows Mutual of Omaha is
When she’s not at work, Diana finds contentment spending             a partner she can count on to deliver a quality retirement plan,
time with her family. A native of California, she also loves         giving her peace of mind.
sewing, camping and fishing. All are hobbies she hopes to
enjoy with more frequency when she retires someday.                  “When we selected Mutual of Omaha, we
                                                                     wanted a provider that had been in the
That’s why Diana appreciates her employer-sponsored                  business for a long time, had a good
retirement plan from United of Omaha, a Mutual of Omaha              reputation in the industry, substantial
company. “I love having a retirement plan,” she said. “My            financial assets and great customer
goal is to save enough so I can be happy, enjoy life and still be    service,” she said. “If all my vendors
young enough to do all the things I want to do.”                     were like Mutual of Omaha, I wouldn’t
   “I love having a retirement plan —                                have anything to worry about.”

my goal is to save enough so I can
      be happy and enjoy life.”
Educating employees like Diana about the importance of
saving for retirement is an ongoing process at NDSsi, said
13
                                                   mutual of omaha foundation mission:
        empowering families to overcome critical issues and work toward positive change




Fulfilling a Crucial mission
                jackie kelsey and students from the omaha street school, Omaha, Nebraska
                                                                                                                                          14



 For Jackie Kelsey, working with at-risk youth at the                 Seeing students undergo the process
 Omaha Street School is more than a job. She defines it               of transformation and achieve success
 as her “calling and purpose in life.”                                is what Jackie loves most about her
                                                                      job. “That’s where my moments of
                                                                      peace come from. Seeing their success
 After 23 years as a teacher, Jackie discovered the Omaha Street
                                                                      and their understanding that they
 School in 2000. She felt an immediate connection to their
                                                                      have value is priceless.”
 mission of providing a safe, nurturing environment where
 troubled kids can earn a high school diploma and a new lease
                                                                      Empowering others to overcome obstacles is the reason the
 on life.
                                                                      Mutual of Omaha Foundation exists. With literacy being one
                                                                      of its critical issues, the Foundation is committed to helping
 “I saw a brochure and thought ‘this is it – this is what I need
                                                                      organizations like the Omaha Street School and people like
 to be doing,’” said Jackie. “In my training, we always learned
                                                                      Jackie who are bringing about positive change.
 about the importance of educating the total child and I saw
 this as an opportunity to do that. When I’m here, I feel like it’s
                                                                      John Parsons, executive director at the Omaha Street School,
 my calling to work with these kids.”
                                                                      appreciates the Foundation’s financial support and knows it’s a
                                                                      critical part of the school’s work helping students close the gap
                       By the time students reach the Omaha
                                                                      between where they are and where they need to be.
                       Street School, they often have nowhere
                       else to go. Most weren’t able to succeed
                                                                      “We have to understand the depths of where the students come
                       in a traditional school. Some come from
                                                                      from before we can help them,” said Parsons. “We try to help
                       the juvenile correction system. Many see
                                                                      them put their lives back together within the context of school.
                       the school as their last chance.
                                                                      And without financial support, we couldn’t do this because the
                                                                      kids can’t afford tuition.”
 When they first arrive, students meet Jackie, who tests them
 and begins the process of designing their individualized
                                                                      For Jackie, the Foundation’s financial support is a huge
 education plans. But her job doesn’t end there. With her vast
                                                                      encouragement.
 teaching experience and a master’s degree in guidance and
 counseling, Jackie has many roles.
                                                                      “The fact that the Mutual of Omaha Foundation is willing to

“When I’m here,                                                       help gives me the motivation to move ahead, to keep trying, to

 I feel like it’s my calling
                                                                      continue doing things better. It’s just awesome to me.”

                 to work with these kids.”
 First and foremost, she’s responsible for overseeing the
 school’s literacy program, which is funded by the Mutual of
 Omaha Foundation. As part of the program, Jackie mentors a
 group of retired teachers who tutor students with significant
 learning disabilities. She works with the students, tutors and
 classroom teachers to facilitate communication and ensure the
 kids receive the help they need.
15




 Mutual of Omaha Affiliates
     Mutual of Omaha Bank
     For Mutual of Omaha Bank, 2008 was a landmark year.              access to industry leading technology. That, combined with
     While the industry faced an unprecedented credit crisis,         new capabilities acquired in the West Region, allowed the
     Mutual of Omaha Bank became one of the fastest-growing           bank to offer an expanded and improved menu of banking
     banks in the nation, relying on a strong capital base and        solutions – from wealth management and trust services
     a conservative, community banking approach to remain             for individuals, to state-of-the-art cash management and
     steadfast and strong.                                            treasury services for businesses of all shapes and sizes.

     New markets and regions. Mutual of Omaha Bank acquired           Strength and stability. While other financial institutions fell
     the deposits of the failed First National Bank of Nevada (also   on hard times in 2008, Mutual of Omaha Bank continues
     operating as First National Bank of Arizona) from the FDIC.      to be able to lend to qualified individuals and businesses. As
     The acquisition allowed the bank to quadruple its assets         a result, Mutual of Omaha Bank’s customers have peace of
     overnight, while entering several key markets – Arizona,         mind that the bank will remain a solid financial partner well
     California and Nevada. In addition, the bank opened loan         into the future.
     production offices in Florida, Iowa, Kansas and Texas,
     establishing three distinct regions – Central, West and East.    For more information about Mutual of Omaha Bank, visit
                                                                      mutualofomahabank.com.
     Enhanced products and services. The bank enhanced its
     core banking system in the Central Region, giving customers
                                                                                                                             16



Midtown Crossing
Scheduled to open in fall 2009, East Campus Realty LLC’s      Element by Westin announced it will open a luxury hotel at
Midtown Crossing development represents a $300 million        the site. Element is Starwood Hotels & Resorts’ newest hotel
investment in the neighborhood that Mutual of Omaha calls     concept. The upscale extended stay hotel will open in 2010.
home. With seven buildings totaling more than one million
square feet, Midtown Crossing will offer the best of urban    The project earned Stage 2 LEED Certification.
condo and apartment living without the compromise of          LEED for Neighborhood Development recognizes projects
amenities such as green space. An expanded and revitalized    that protect and enhance the overall health, natural
Turner Park will be the centerpiece of the development.       environment and quality of life in their communities.

Prairie Life Fitness and Marcus Theatres signed on as         For more information about Midtown Crossing, visit
anchor tenants. Prairie Life will open a 31,000-square-foot   midtowncrossing.com.
fitness center, while Marcus Theatres will operate a unique
five-screen, four-level upscale theater and entertainment
complex.




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  • Investigative and Compliance Solutions
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17




     Financial Growth
      In this time of great financial stress,
      Mutual of Omaha is strong, stable and secure.
      For a century – through multiple recessions and even a Great          Current Ratings for
      Depression – Mutual of Omaha has been there to keep our               Mutual of Omaha and United of Omaha
      promises to our customers. That will not change. During these         Objective, third-party assessments offer a valuable perspective on a
      uncertain times, as the nation grapples with new financial            company’s financial strength. The leading rating agencies validate
      realities, Mutual of Omaha has the strength and stability to meet     and reinforce Mutual of Omaha’s financial strength. We have
      the insurance and financial needs of our customers.                   consistently earned high marks from rating agencies like
      Mutual of Omaha ended 2008 in a strong capital position.              A.M. Best, Standard & Poor’s and Moody’s Investors Service.
      Thanks to our disciplined balance sheet management and                In December 2008 – in the midst of the current economic
      investment strategy, as well as our prudent business philosophy,      uncertainty – Standard & Poor’s reaffirmed Mutual of Omaha’s
      we have avoided drains on our capital.                                AA- (Very Strong) rating and issued a stable outlook for the
      The financial information on pages 21 and 22 is presented on a        company. A.M. Best upgraded Mutual of Omaha’s financial
      basis that conforms to generally accepted accounting principles.      strength rating to A+ (Superior) in 2007. As Forbes noted in its
      Total consolidated assets and retained earnings at the end of 2008    Oct. 13, 2008, issue, A+ and better companies are best positioned
      were $21.2 billion and $3.6 billion respectively.                     to weather financial storms. The magazine even listed Mutual of
                                                                            Omaha as one of five “wise policies” due to our strong balance
      For reporting to state insurance regulators, we are required to       sheet and high rating.
      use statutory accounting principles. Statutory policy reserves
      ended the year at $14.6 billion. Statutory surplus, which
      represents additional funds set aside to meet current and future
                                                                             A.M. Best Company                               A+ (Superior)
      obligations to policyholders and is a key measure of an insurer’s
                                                                             For overall financial strength and ability to   This rating is second
      capital strength, ended 2008 at $2.1 billion. This reflects a          meet ongoing obligations to policyholders       highest of 16
      decrease of $119 million from the previous year due in large
      part to investment losses related to the country’s unprecedented       Moody’s Investors Service                       Aa3 (Excellent)
      economic upheaval.                                                     For current financial strength and ability      This rating is fourth
                                                                             to withstand financial stress in the future     highest of 21
      Despite this decrease, our statutory surplus represents financial
      security for our policyholders and ensures we will have the ability
                                                                             Standard & Poor’s                               AA- (Very Strong)
      to not just survive, but to thrive in these difficult times.
                                                                             For financial strength to meet obligations      This rating is fourth
                                                                             to policyholders                                highest of 21
                                                                                                                                                           18




As we enter our 100th year in business, Mutual of Omaha is a company that customers can count on for the strength, stability and
security that’s even more important during these uncertain times.
A renewed sense of ownership, accountability and engagement is alive throughout Mutual of Omaha. We are collaborating internally and
competing externally. We are executing our plans with consistency and focus. As a result, we are realizing our vision of being the kind of
company that our customers value, people admire and our competitors envy.


  Total Consolidated Assets                          Statutory Policy Reserves                              Statutory Surplus
  (In billions of dollars)                           (In billions of dollars)                               (In billions of dollars)


                                            $21.2
 20
                                                     15                                                    2.25

                                                                                                   $14.6
                                                                                                                                                       $2.1


 15
                                                                                                           1.75


                                                     10

 10
                                                                                                           1.25




 5
                                                      5                                                    .75

YEAR     04    05     06     07       08            YEAR     04     05     06    07         08             YEAR     04     05     06   07        08


Total assets of $21.2 billion demonstrate           Policy reserves are funds set aside to pay             Statutory surplus represents additional
our financial stability.                            future claims and other obligations to our             funds available to meet current and future
                                                    policyholders. Measured on a statutory                 obligations to policyholders, and is an
                                                    basis, policy reserves totaled $14.6 billion           important indicator of an insurer’s financial
                                                    at year-end 2008.                                      strength. Mutual of Omaha’s statutory
                                                                                                           surplus remained very strong, finishing 2008
                                                                                                           at $2.1 billion.
19




     Disciplined Investment Strategy
      The mission of insurance is to provide financial security             customer needs, we have developed sophisticated asset/liability
      through life’s uncertainties. This discipline has served us well      management strategies to support the different obligations we have
      in good times and bad. We design, build, monitor and manage a         to our policyholders. Certain insurance products can necessitate
      diversified portfolio of carefully selected investments that offer    payments to policyholders at any time, so the appropriate percentage
      attractive returns, while still maintaining an appropriate level of   of each company’s portfolio is invested in shorter-term instruments.
      risk.                                                                 On the other hand, some products – such as life and long-term care
                                                                            insurance – represent obligations that may not require payments for
      Because Mutual of Omaha and United of Omaha sell a broad
                                                                            several years, so the investments supporting those obligations are
      range of insurance products designed to meet a variety of
                                                                            longer-term.




              Mutual of Omaha Invested Assets                                          United of Omaha Invested Assets
      ■   Bonds                                                   46.0%        ■   Bonds                                               78.5%
      ■   Affiliated Companies Stock                              39.4%        ■   Mortgage Loans                                      14.5%
      ■   Limited Partnerships                                     5.7%        ■   Limited Partnerships                                 2.7%
      ■   Mortgage Loans                                           5.4%        ■   Policy Loans                                         1.5%
      ■   Preferred Stock                                          1.8%        ■   Affiliated Companies Stock                           0.9%
      ■   Real Estate                                              0.9%        ■   Cash and Short-Term Investments                      0.8%
      ■   Cash and Short-Term Investments                          0.5%        ■   Real Estate                                          0.6%
      ■   Other Invested Assets                                    0.3%        ■   Other Invested Assets                                0.5%

      Total Invested Assets                                        100%        Total Invested Assets                                    100%
                                                                                                                                                20




Recent dramatic swings in the stock market have challenged           bond portfolio is very strong, with more than 94 percent of its holdings
all investors. Mutual of Omaha has limited exposure to the public    rated as high quality by the National Association of Insurance
equity markets. As a result, even though the stock market was down   Commissioners (NAIC). We emphasize investments in those asset
significantly at year-end 2008, the market declines have not had a   classes that can most effectively fund our insurance products while
material impact on our financial position.                           providing adequate risk-adjusted returns.

Most of Mutual of Omaha’s portfolio – approximately 70 percent
of its invested assets – is invested in bonds. Mutual of Omaha’s




   Mutual of Omaha Bond Portfolio Quality                                    United of Omaha Bond Portfolio Quality
  ■   NAIC 1 (Highest Quality)                            68.0%          ■   NAIC 1 (Highest Quality)                              61.9%
  ■   NAIC 2 (High Quality)                               28.5%          ■   NAIC 2 (High Quality)                                 31.6%
  ■   NAIC 3 (Medium Quality)                              2.6%          ■   NAIC 3 (Medium Quality)                                4.3%
  ■   NAIC 4 (Lower Quality)                               0.8%          ■   NAIC 4 (Lower Quality)                                 1.8%
  ■   NAIC 5 (Lowest Quality)                              0.0%          ■   NAIC 5 (Lowest Quality)                                0.2%
  ■   NAIC 6 (In or Near Default)                          0.1%          ■   NAIC 6 (In or Near Default)                            0.2%

  Total Invested Assets                                    100%          Total Invested Assets                                     100%
21




 2008 Consolidated Operating Results
     Mutual of Omaha Insurance Company and Subsidiaries
     Consolidated Balance Sheet December 31, 2008 (In thousands of dollars)

     Assets                                                                      Liabilities and Equity
     Investments:                                                                Liabilities:
     Fixed maturities,                                                           Future policy benefits             $5,370,445
     available for sale, at fair value                      $11,977,225
                                                                                 Policyholder account balances       5,657,948
     Fixed maturities,
                                                                                 Unpaid claims                       1,216,357
     trading, at fair value                                      91,887
                                                                                 Unearned premiums                    284,196
     Equity securities                                            81,696
                                                                                 Deposits                            2,842,551
     Loans, net                                               3,415,089
                                                                                 Borrowings                           569,524
     Real estate                                                153,970
                                                                                 Other liabilities                    982,816
     Limited partnerships                                       503,071
                                                                                 Separate account liabilities        1,157,484
     Other invested assets                                       29,626
                                                                                 Total Liabilities                  18,081,321
     Policy loans                                               184,485
     Short-term investments                                     668,316
                                                                                 Equity:
     Total Investments                                      17,105,365
                                                                                 Retained earnings                   3,611,096
                                                                                 Accumulated other
     Cash and cash equivalents                                   88,507          comprehensive loss                  (446,823)
     Accrued investment income                                  130,451          Total Equity                        3,164,273
     Premiums and other receivables                             110,896
     Deferred policy acquisition costs                         1,705,701
     Reinsurance recoverable                                    354,026
     Income taxes receivable, current and deferred                10,701
     Goodwill and intangible assets                             220,723
     Other assets                                               361,740
     Separate account assets                                   1,157,484


     Total Assets                                         $21,245,594            Total Liabilities and Equity     $21,245,594


     The above information is presented on a basis that conforms with generally accepted accounting principles.
                                                                                                                          22




Mutual of Omaha Insurance Company and Subsidiaries
Consolidated Summary of Operations For the Year Ended December 31, 2008
(In thousands of dollars)

                  Revenues
                  Health and accident                                                                        $1,908,333
                  Life and annuity                                                                            1,322,571
                  Net investment income                                                                        909,689
                  Net realized investment losses                                                              (133,714)
                  Other                                                                                          65,911
                  Total Revenues                                                                             4,072,790


                  Benefits and Expenses
                  Health and accident benefits                                                                1,370,210
                  Life and annuity benefits                                                                   1,211,119
                  Interest credited                                                                            265,330
                  Policy acquisition costs                                                                     483,768
                  General insurance and bank expenses                                                          586,006
                  Other                                                                                         64,341
                  Total Benefits and Expenses                                                                3,980,774


                  Income before income taxes                                                                    92,016
                  Income taxes                                                                                  44,968


                  Net Income                                                                                  $47,048


The above information is presented on a basis that conforms with generally accepted accounting principles.
23




     Individual and Family Coverages
        We offer products and services that provide financial            Our nationwide network of sales offices and representatives are ready
        protection to help families, individuals and small               to assist you in planning for your future. For more information or to
        businesses achieve their financial goals.                        locate an office near you, visit mutualofomaha.com.


        Products and Services for Individuals, Families and Small Businesses
        Life Insurance                                                   Income Protection Insurance
        Protect your family from the financial risk associated           Protect your most valuable asset – your income
        with death or build wealth to achieve your financial goals
                                                                         N   Short-Term and Long-Term Disability Income Plans
        N   Universal Life Insurance                                     N   Accident Disability Income Plans
        N   Whole Life Insurance
        N   Term Life Insurance                                          Supplemental Health Insurance
                                                                         Protection from life’s unforeseen events
        Medicare Supplement Insurance*
        Reduce out-of-pocket health care expenses                        N   Critical Illness
        with competitively priced products that work with                N   Accidental Death
        Medicare plans                                                   N   Cancer Insurance
        N   Medicare Supplement Plans                                    Investment Products***
        N   Medicare SELECT Plans                                        Registered representatives can help you invest wisely
                                                                         toward your financial goals
        Annuities
        Accumulate savings and assets or convert into                    N   Mutual Funds
        guaranteed income payments for retirement                        N   Variable Annuities
                                                                         N   Variable Universal Life
        N   Single Premium Deferred Annuities                            N   529 Plans
        N   Single Premium Immediate Annuities                           N   Mutual Fund Wrap Accounts¹
        N   Flexible Premium Annuities                                   N   Separately Managed Accounts¹
        N   Hybrid Annuity (Deferred Annuity with                        N   Financial Planning¹
            Long-Term Care Benefits)
        Long-Term Care Insurance**                                       *    Mutual of Omaha Insurance Company, United of Omaha Life Insurance
        Preserve assets and receive quality care with coverage for            Company, United World Life Insurance Company, nor any of their Medicare
                                                                              supplement insurance policies/certificates, are connected with or endorsed by
        home health care, assisted living facilities and nursing homes        the U.S. Government or the federal Medicare program.
                                                                         ** Certain benefits or features may not be available in your state. These products
        N   Two-Year, Three-Year, Four-Year, Five-Year and                    have exclusions and limitations. Please consult a representative for full
            Unlimited Benefit Policy Options                                  details.
        N   Simplified and Comprehensive Benefit Plans                   *** Investment products and advisory services offered through Mutual of Omaha
                                                                             Investor Services, Inc., a broker-dealer and registered investment adviser.
                                                                             Home office: Mutual of Omaha Plaza, Omaha, NE 68175-1020.
                                                                           ¹ These products and services available only through investment adviser
                                                                             representatives of Mutual of Omaha Investor Services, Inc.
                                                                                                                                                              24




Employee Benefit Solutions
   Employee benefit plans play a key role in helping attract                   and their futures. We can tailor a plan for you and your employees.
   and retain a talented workforce. That’s why employers look                  Our commitment to service and offices nationwide make us easy to
   to us for high-quality, comprehensive plans that help them                  work with. For more information, log on to mutualofomaha.com.
   control costs while securing their employees, their families


   Products and Services for Businesses and Employees
   Life Insurance                                                              Retirement Services Products
   Protect your employees and their families from the financial                Choose from turnkey employer solutions, with fiduciary
   risk associated with death                                                  support and individually managed account options, to
                                                                               protect plan sponsors and help employees save for a
   N   Term Life Insurance
                                                                               financially secure future
   N   Accidental Death and Dismemberment Insurance
   N   Travel Accident                                                         N   Defined Contribution – 401(k), 401(a) and 457(b)
                                                                               N   Defined Benefit
   Disability Insurance
   Protect employees’ incomes in the event of a disabling accident             Retirement Income Products
   or illness                                                                  Provide employees and individuals with a steady stream of
                                                                               retirement income
   N   Short-Term and Long-Term Disability Insurance
                                                                               N   Defined Benefit Plan Terminations
   Dental Insurance                                                            N   Retirement Income and Rollover Annuities
   Offer your employees comprehensive, affordable coverage                     N   Deferred Compensation
   backed by a large network                                                   N   Executive Benefits
                                                                               N   Charitable Gift Annuity Products
   Voluntary Products
   Provide a comprehensive benefits package with voluntary                     Special Markets
   benefits employees can purchase through payroll deduction                   N   Stop-Loss for Third Party Administrators (TPAs)
                                                                               N   Youth Activities/Sports Accident
   N   Term Life Insurance
   N   Short-Term and Long-Term Disability Insurance
   N   Voluntary Accidental Death and Dismemberment
       Insurance
   N   Dental Insurance

   Note: Coverages are underwritten by Mutual of Omaha Insurance Company, United of Omaha Life Insurance Company, United World Life Insurance
   Company and Companion Life Insurance Company. In the state of New York, Companion Life Insurance Company – an affiliate of Mutual of Omaha –
   underwrites individual life and group life insurance plans, annuity products and special risks coverages. DentaBenefits is underwritten and administered
   exclusively by United Concordia Companies, Inc.’s licensed corporate affiliates and marketed exclusively by Mutual of Omaha. United Concordia
   and Mutual of Omaha are separate and unaffiliated companies. Many of the products listed are available either as fully or partially insured or as
   administrative services only.
25




     Leadership and Affiliates
     Senior Officers                                                     Madeline R. Rucker
                                                                         Executive Vice President, Customer Service
     Daniel P. Neary
     Chairman of the Board and Chief                                     Jeffrey R. Schmid
     Executive Officer                                                   President and Chief Executive Officer,
                                                                         Omaha Financial Holdings, Inc.
     Richard C. Anderl
     Executive Vice President and General Counsel                        Stacy A. Scholtz
                                                                         Executive Vice President, Corporate Services
     David A. Diamond
     Executive Vice President, Chief Financial                           Michael C. Weekly
     Officer and Treasurer                                               Executive Vice President,
                                                                         Individual Financial Services and President,
     Robert T. Handren                                                   United World Life Insurance Company
     Executive Vice President, Information Services
                                                                         Richard A. Witt
     Daniel P. Martin                                                    Executive Vice President and
     Executive Vice President, Group Benefit Services                    Chief Investment Officer


     Mutual of Omaha Affiliate Companies
     Companion Life Insurance Company of Lynbrook, N.Y., offers a full line of individual life, annuity and group life
     insurance plans to residents of New York.

     Continuum Worldwide Corporation is a leading provider of Operational Risk Management services and consulting.

     East Campus Realty, LLC is developing Midtown Crossing at Turner Park, a mixed-use development adjacent to
     Mutual of Omaha’s headquarters.

     Mutual of Omaha Investor Services, Inc., a registered broker-dealer, provides mutual funds directly to consumers
     through Mutual of Omaha’s agency sales force and Retirement Plans Division.

     Omaha Financial Holdings, Inc. is a holding company for Mutual of Omaha’s banking operations.
     Retirement Marketing Solutions, Inc. is a national wholesaling organization specializing in retirement products.

     United of Omaha Life Insurance Company offers a diversified portfolio of life insurance, fixed annuities and other
     insurance and financial services products through Mutual of Omaha’s agency sales force, group sales offices and
     independent agent networks.

     United World Life Insurance Company offers specialty life plans and health and accident coverage through direct
     marketing, Mutual of Omaha’s agency sales force and independent agent networks.
                                                                                                                                         26




Board of Directors




Robert Clarke, Anthony Principi, Derek McClain, Jeffrey Heller, Daniel Neary, Richard Mies, Gary Gates, James McFarlane, Samuel Foggie




      Robert L. Clarke                            Derek R. McClain                               Daniel P. Neary
      Senior Partner,                             Former Chief Financial Officer,                Chairman of the Board and
      Bracewell & Giuliani, LLP                   Trammell Crow Company                          Chief Executive Officer,
      Houston, Texas                              Dallas, Texas                                  Mutual of Omaha Insurance Company
                                                                                                 and United of Omaha
      W. Gary Gates                               James G. McFarlane                             Life Insurance Company
      President and                               Area Chairman,                                 Omaha, Neb.
      Chief Executive Officer,                    Arthur J. Gallagher & Co.
      Omaha Public Power District                 Glendale, Calif.                               Anthony J. Principi
      Omaha, Neb.                                                                                Senior Vice President,
                                                  Admiral Richard W. Mies                        Pfizer, Inc.
                                                  United States Navy (Retired)                   Washington, D.C.
      Jeffrey M. Heller
      Former Vice Chairman,                       President and Chief Executive Officer,
      Electronic Data Systems (EDS)               The Mies Group Ltd.                            Samuel L. Foggie Sr.
      Dallas, Texas                               McLean, Va.                                    Director Emeritus
                                                                                                 Fort Washington, Md.
Mutual of Omaha Insurance Company
Mutual of Omaha Plaza
Omaha, NE 68175
mutualofomaha.com




M1973_0409

								
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