1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K X Annual report pursuant to Section 13 or 15(d) of the Securities Exchange - --- Act of 1934 for the fiscal year ended December 31, 1999 Transition report pursuant to Section 13 or 15(d) of the Securities - --- Exchange Act of 1934 Commission file number 1-11848 REINSURANCE GROUP OF AMERICA, INCORPORATED (Exact name of registrant as specified in its charter) MISSOURI 43-1627032 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1370 TIMBERLAKE MANOR PARKWAY, CHESTERFIELD, MISSOURI 63017 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (636) 736-7439 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: Name of each exchange Title of each class on which registered ------------------------------- ----------------------- Common Stock, par value $0.01 New York Stock Exchange Preferred Stock Purchase Rights New York Stock Exchange SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ---- ---- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] The aggregate market value of the stock held by non-affiliates of the registrant, based upon the closing sale price of the Common Stock on March 1, 2000, as reported on the New York Stock Exchange was approximately $331,795,490. As of March 1, 2000, Registrant had outstanding 49,940,453 shares of common stock.
2 DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the Annual Report to Shareholders for the year ended December 31, 1999 ("the Annual Report") are incorporated by reference in Part I of this Form 10-K. Certain portions of the Definitive Proxy Statement in connection with the 2000 Annual Meeting of Shareholders ("the Proxy Statement") which will be filed with the Securities and Exchange Commission not later than 120 days after the Registrant's fiscal year ended December 31, 1999, are incorporated by reference in Part III of this Form 10-K. 2
3 REINSURANCE GROUP OF AMERICA, INCORPORATED FORM 10-K YEAR ENDED DECEMBER 31, 1999 INDEX <TABLE> <CAPTION> ITEM PAGE NUMBER OF THIS FORM - ------ ------------ PART I <S> <C> <C> 1. BUSINESS.................................................... 4 2. PROPERTIES.................................................. 22 3. LEGAL PROCEEDINGS........................................... 23 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS......... 23 PART II 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS....................................... 23 6. SELECTED FINANCIAL DATA..................................... 24 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS....................... 24 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.. 24 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA................. 24 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.................... 24 PART III 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.......... 24 11. EXECUTIVE COMPENSATION...................................... 26 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT............................................ 26 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............. 26 PART IV 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K....................................... 27 </TABLE> 3
4 Item 1. BUSINESS A. OVERVIEW Reinsurance Group of America, Incorporated ("RGA") is an insurance holding company formed December 31, 1992. GenAmerica Corporation, a wholly owned subsidiary of General American Mutual Holding Company and the parent corporation of General American Life Insurance Company ("General American"), beneficially owned approximately 48% of RGA's outstanding common shares at December 31, 1999. The consolidated financial statements include the assets, liabilities, and results of operations of RGA; Reinsurance Company of Missouri, Incorporated ("RCM"); RGA Australian Holdings Pty, Limited ("Australian Holdings"); RGA Reinsurance Company (Barbados) Ltd. ("RGA Barbados"); RGA International, Ltd. ("RGA International"), a Canadian marketing and insurance holding company, RGA Sudamerica, S.A., a Chilean holding company; RGA Holdings Limited (U.K.) ("RGA UK"), a United Kingdom holding company; General American Argentina Seguros de Vida, S.A. ("GA Argentina"), an Argentine life insurance company; and RGA South African Holdings (Pty) Ltd ("RGA South Africa"), a South African holding company. In addition, the consolidated financial statements include the subsidiaries of RCM, Australian Holdings, RGA International, RGA UK, RGA Sudamerica, S.A., and RGA South Africa, subject to an ownership position of fifty percent or more (collectively, the "Company"). On January 6, 2000, Metropolitan Life Insurance Company ("MetLife") acquired 100% of GenAmerica Corporation, including its beneficial ownership of RGA shares. This acquisition, together with a private placement of approximately 4.8 million shares completed in November 1999, makes MetLife the Company's majority shareholder, with beneficial ownership of approximately 58% of all outstanding shares. The Company is primarily engaged in life reinsurance and international life and disability insurance on a direct and reinsurance basis. In addition, the Company provides reinsurance of non-traditional business including asset-intensive products and financial reinsurance. RGA and its predecessor, the Reinsurance Division of General American ("Reinsurance Division"), have been engaged in the business of life reinsurance since 1973. As of December 31, 1999, the Company had approximately $5.1 billion in consolidated assets. Reinsurance is an arrangement under which an insurance company, the "reinsurer," agrees to indemnify another insurance company, the "ceding company," for all or a portion of the insurance risks underwritten by the ceding company. Reinsurance is designed to (i) reduce the net liability on individual risks, thereby enabling the ceding company to increase the volume of business it can underwrite, as well as increase the maximum risk it can underwrite on a single life or risk; (ii) stabilize operating results by leveling fluctuations in the ceding company's loss experience; (iii) assist the ceding company to meet applicable regulatory requirements; and (iv) enhance the ceding company's financial strength and surplus position. Life reinsurance primarily refers to reinsurance of individual term life insurance policies, whole life insurance policies, universal life insurance policies, and joint and survivor insurance policies. Ceding companies typically contract with more than one company to reinsure their business. Reinsurance may be written on an indemnity or an assumption basis. Indemnity reinsurance does not discharge a ceding company from liability to the policyholder; a ceding company is required to pay the full amount of its insurance obligations regardless of whether it is entitled or able to receive payments from its reinsurers. In the case of assumption reinsurance, the ceding company is discharged from liability to the policyholder, with such liability passed to the reinsurer. Reinsurers also may purchase reinsurance, known as retrocession reinsurance, to cover their own risk exposure. Reinsurance companies enter into retrocession agreements for reasons similar to those that cause primary insurers to purchase reinsurance. Reinsurance also may be written on a facultative basis or an automatic treaty basis. Facultative reinsurance is individually underwritten by the reinsurer for each policy to be reinsured, with the pricing and other terms established at the time the policy is underwritten based upon rates negotiated in advance. Facultative reinsurance normally is purchased by insurance companies for medically impaired lives, unusual risks, or liabilities in excess of binding limits on their automatic treaties. An automatic reinsurance treaty provides that the ceding company will cede risks to a reinsurer on 4
5 specified blocks of business where the underlying policies meet the ceding company's underwriting criteria. In contrast to facultative reinsurance, the reinsurer does not approve each individual risk. Automatic reinsurance treaties generally provide that the reinsurer will be liable for a portion of the risk associated with the specified policies written by the ceding company. Automatic reinsurance treaties specify the ceding company's binding limit, which is the maximum amount of risk on a given life that can be ceded automatically and that the reinsurer must accept. The binding limit may be stated either as a multiple of the ceding company's retention or as a stated dollar amount. Facultative and automatic reinsurance may be written as yearly renewable term, coinsurance, or modified coinsurance, which vary with the type of risk assumed and the manner of pricing the reinsurance. Under a yearly renewable term treaty, the reinsurer assumes only the mortality or morbidity risk. Under a coinsurance arrangement, depending upon the terms of the contract, the reinsurer may share in the risk of loss due to mortality or morbidity, lapses, and the investment risk, if any, inherent in the underlying policy. Modified coinsurance differs from coinsurance in that the assets supporting the reserves are retained by the ceding company while the risk is transferred to the reinsurer. Generally, the amount of life reinsurance ceded under facultative and automatic reinsurance agreements is stated on either an excess or a quota share basis. Reinsurance on an excess basis covers amounts in excess of an agreed-upon retention limit. Retention limits vary by ceding company and also vary by age and underwriting classification of the insured, product, and other factors. Under quota share reinsurance, the ceding company states its retention in terms of a fixed percentage of the risk that will be retained, with the remainder up to the maximum binding limit to be ceded to one or more reinsurers. Reinsurance agreements, whether facultative or automatic, may provide for recapture rights on the part of the ceding company. Recapture rights permit the ceding company to reassume all or a portion of the risk formerly ceded to the reinsurer after an agreed-upon period of time (generally 10 years), subject to certain other conditions. Recapture of business previously ceded does not affect premiums ceded prior to the recapture of such business. The potential adverse effects of recapture rights are mitigated by the following factors: (i) recapture rights vary by treaty and the risk of recapture is a factor which is taken into account when pricing a reinsurance agreement; (ii) ceding companies generally may exercise their recapture rights only to the extent they have increased their retention limits for the reinsured policies; and (iii) ceding companies generally must recapture all of the policies eligible for recapture under the agreement in a particular year if any are recaptured, which prevents a ceding company from recapturing only the most profitable policies. In addition, when a ceding company increases its retention and recaptures reinsured policies, the reinsurer releases the reserves it maintained to support the recaptured portion of the policies. Also, some reinsurance treaties provide provisions to allow the ceding companies to recapture if certain ratings or other financial triggers are met. B. CORPORATE STRUCTURE RGA is a holding company, the principal assets of which consist of the common stock of RCM and RGA International, as well as investments in several other subsidiaries or joint ventures. The primary source of funds for RGA to make dividend distributions and to fund debt service is dividends paid to RGA by its operating subsidiaries, securities maintained in its investment portfolio, and proceeds from securities offerings. RCM's primary source of funds are dividend distributions paid by RGA Reinsurance Company ("RGA Reinsurance") whose principal source of funds is derived from current operations. RGA International's principal source of funds is dividends on its equity interest in RGA Canada Management Company, Ltd. ("RGA Canada Management"), whose principal source of funds is dividends paid by RGA Life Reinsurance Company of Canada ("RGA Canada"). RGA Canada's principal source of funds is derived from current operations. As of December 31, 1998, the Company formally reported its accident and health division as a discontinued operation. The accident and health operation was placed into run-off and all treaties (contracts) were terminated at the earliest possible date. RGA gave notice to all reinsureds and retrocessionaires that all treaties were cancelled at the expiration of their term. If the treaty was continuous, a written Preliminary Notice of Cancellation 5
6 was given, followed by a final notice within 90 days of the expiration date. The nature of the underlying risks is such that the claims may take years to reach the reinsurers involved. Thus, the Company expects to pay claims out of existing reserves over a number of years as the level of business diminishes. The consolidated statements of income for all periods presented have been restated, as appropriate, to reflect this line of business as a discontinued operation. The Company has five main operational segments segregated primarily by geographic region: U.S., Canada, Latin America, Asia Pacific, and other international operations. The U.S. operations provide traditional life reinsurance and non-traditional reinsurance to domestic clients. Non-traditional business includes asset-intensive and financial reinsurance. Asset-intensive products primarily include reinsurance of bank-owned life insurance and annuities. The Canada operations provide insurers with traditional reinsurance as well as assistance with capital management activity. The Latin America operations include traditional reinsurance, reinsurance of privatized pension products primarily in Argentina, and direct life insurance through a joint venture and subsidiaries in Chile and Argentina. Asia Pacific operations provide primarily traditional life reinsurance through RGA Reinsurance Company of Australia, Limited ("RGA Australia") and RGA Reinsurance. Other international operations include traditional business from Europe and South Africa, in addition to other markets being developed by the Company. The operational segment results do not include the corporate investment activity, general corporate expenses, interest expense of RGA, and the provision for income tax expense (benefit). In addition, the Company's discontinued accident and health operations are not reflected in the continuing operations of the Company. The Company measures segment performance based on profit or loss from operations before income taxes and minority interest. Prior to September 1999, the U.S. Operations reinsured approximately 25% of General American's funding agreement business, an asset intensive product. Effective September 29, 1999, General American completed the recapture of the entire block of funding agreement business it had reinsured with the Company. The transaction resulted in the Company's transfer to General American of all remaining liabilities related the recaptured block and the underlying assets supporting it. The Company transferred primarily investments in fixed maturity securities and cash with a total market value of $1.8 billion in satisfaction of all funding agreement liabilities. The associated liquidation of investment securities and the transfer of assets to General American caused the Company to incur an after tax net capital loss of approximately $33.2 million, $26.0 million of which was associated with the recapture transaction alone. Consolidated income from continuing operations before income taxes and minority interest decreased 32.6% in 1999 and increased 21.7% in 1998. Diluted earnings per share from continuing operations were $1.15 for 1999 compared with $2.08 for 1998 and $1.89 for 1997. Earnings were attributed primarily to the strong performance of traditional reinsurance in the U.S., Canada and Latin America partially offset by the investment losses incurred in connection with the recapture of the funding agreements business. The U.S. operations represented 72.2% of the Company's business as measured by 1999 net premiums and have experienced significant growth since inception. The U.S. operations market life reinsurance, reinsurance of asset-intensive products, and financial reinsurance through RGA Reinsurance, primarily to the largest U.S. life insurance companies. RGA Reinsurance, a Missouri domiciled stock life insurance company, is wholly owned by RCM, a wholly owned subsidiary of RGA. As of December 31, 1999, RGA Reinsurance had regulatory capital and surplus of $435.0 million. The Company's Canada operations, which represented 12.4% of the Company's business as measured by 1999 net premiums, is conducted primarily through RGA Canada, an indirect subsidiary of RGA International. RGA International, a wholly owned subsidiary of RGA, is a New Brunswick, Canada, marketing and insurance holding company which owns 100% of RGA Canada Management, also a New Brunswick, Canada, holding company, which in turn owns 100% of RGA Canada. The Canadian operations provide insurers with traditional reinsurance as well as assistance with capital management activity. As of December 31, 1999, RGA Canada had regulatory capital and surplus of $148.7 million. The Company's Latin America operations represented 7.9% of the Company's business as measured by 6
7 1999 net premiums. Latin America direct business is comprised primarily of Chilean single premium annuities and Argentine group life and individual universal life products. RGA Sudamerica, S.A., a wholly owned Chilean holding company, has a 50% investment in BHIFAmerica Seguros de Vida, S.A. ("BHIFAmerica"), and owns substantially all RGA Reinsurance Company Chile S.A. ("RGA Chile"). BHIFAmerica sells Chilean insurance products, including single premium immediate annuities, credit life, and disability insurance. RGA is licensed to assume life reinsurance business in Chile. To date, all business assumed by RGA Chile was ceded from BHIFAmerica. RGA also operates in Argentina through GA Argentina, a wholly owned subsidiary which markets and sells individual, group, credit and universal life and disability insurance. The Company conducts reinsurance business in the Latin America region through RGA Reinsurance. Representative offices were opened in Mexico City and Buenos Aires in 1998 and 1999, respectively, to more directly assist clients in these markets. The Latin America reinsurance operations derive revenue primarily from the reinsurance of privatized pension products in Argentina. Additional types of reinsurance provided in the region are traditional and credit life for groups and individuals. The Company's Asia Pacific operations represented 5.6% of the Company's business as measured by total net premiums in 1999. The Company conducts reinsurance business in the Asia Pacific region through branch operations in Hong Kong, an office in Japan and an office in Taiwan. In January 1996, RGA formed Australian Holdings, a wholly owned holding company, and RGA Australia, a wholly owned reinsurance company of Australian Holdings licensed to assume life reinsurance in Australia. Business is also conducted through Malaysian Life Reinsurance Group Berhad ("MLRG"), a joint venture in Malaysia. The principal types of reinsurance provided in the region are life, critical care, superannuation, and financial reinsurance. The Company's other international operations represented 1.9% of the Company's total net premiums for 1999. This segment provides life reinsurance to international clients throughout Europe and South Africa. The principal type of reinsurance being provided has been life reinsurance for a variety of life products through yearly renewable term and coinsurance agreements. These agreements may be either facultative or automatic agreements. The Company continues its expansion initiatives, with efforts underway to license a life reinsurance subsidiary in London. In addition, the Company established RGA South Africa, which conducts reinsurance through its wholly owned subsidiary, RGA Reinsurance Company of South Africa, Limited, with offices in Cape Town and Johannesburg, South Africa. RGA Barbados was formed and capitalized in 1995, providing reinsurance for a portion of certain business assumed by RGA Reinsurance from the ITT Lyndon Life Insurance Company and certain other reinsurance business. During 1996, RGA also formed a subsidiary in Bermuda, Benefit Resource Life Insurance Company (Bermuda) Ltd. ("BRL," formerly known as RGA Reinsurance Company (Bermuda), Ltd.). Intercorporate Relationships As a result of various transactions with General American, including capital contributions and transfer of the business of the Reinsurance Division from General American to the Company on January 1, 1993, the Company has all the economic benefits and risks of certain reinsurance agreements entered into by General American, although General American currently remains the contracting party with some of the underlying ceding companies. RGA operates on a stand-alone basis: however, General American and its affiliates continue to provide certain administrative and other services to RGA and RGA Reinsurance pursuant to separate administrative services agreements, and provide investment management and advisory services to RGA, RCM, RGA Reinsurance, Australian Holdings, RGA Barbados, RGA Canada, and RGA South Africa pursuant to separate agreements. The transfer of the Reinsurance Division to RGA has had no material effect on the existing reinsurance business of the Reinsurance Division. A small percentage of RGA Reinsurance's business is written through General American pursuant to a marketing agreement. The marketing agreement expired in January 2000 and the company is currently in the process of extending the agreement to December 31, 2000. Under the marketing agreement, General American agreed to amend and terminate its existing assumed and retroceded reinsurance agreements pursuant to the Retrocession Agreements only at the direction of RGA Reinsurance, thus giving RGA Reinsurance 7
8 the contractual right to direct future changes to existing reinsurance agreements. Existing reinsurance agreements executed pursuant to the marketing agreement will continue, but upon expiration of the marketing agreement, General American is not obligated to assume reinsurance business on the Company's behalf or contractually precluded from competing with the Company. The management of General American, however, has no current plans to compete with RGA Reinsurance. Moreover, given General American's beneficial ownership of RGA's Shares, it would be contrary to General American's economic interests for it to compete with RGA Reinsurance. Although primary insurers must look to General American for payment in the first instance with respect to existing reinsurance business written through General American, the Company will be ultimately liable to General American with respect to such reinsurance. General American charges RGA Reinsurance quarterly an amount equal to, on an annual basis, 0.25% of specified policy-related liabilities that are associated with existing reinsurance treaties written by General American for the benefit of RGA Reinsurance. The Company has reinsurance agreements with MetLife and certain of its subsidiaries. Under these agreements, the Company reflected net premiums of approximately $107.9 million, $113.2 million and $62.4 million in 1999, 1998 and 1997, respectively. The net premiums reflect the net of business assumed from and ceded to MetLife and its subsidiaries. The pre-tax gain on this business was approximately $12.2 million, $12.8 million and $11.6 million in 1999, 1998 and 1997, respectively. Ratings The ability of RGA Reinsurance to write reinsurance partially depends on its financial condition and its ratings. During 1999, RGA Reinsurance's ratings were downgraded because of the liquidity problems faced by its parent company, General American. A.M. Best, an independent insurance company rating organization, had rated RGA Reinsurance "A+" until August, 1999, at which time it downgraded its rating to "B++" (Very Good). Upon MetLife's acquisition of General American on January 6, 2000, A.M. Best upgraded RGA Reinsurance to "A" (Excellent). A.M. Best's ratings are based upon an insurance company's ability to pay policyholder obligations and are not directed toward the protection of investors. A.M. Best's ratings for insurance companies currently range from "A++" to "F", and some companies are not rated. Publications of A.M. Best indicate that "A" and "A-" ratings are assigned to those companies which, in A.M. Best's opinion, have, on balance, excellent financial strength, operating performance and market profile when compared to the standards established by the A.M. Best Company and generally have a strong ability to meet their ongoing obligations to policyholders. In evaluating a company's financial strength and operating performance, A.M. Best reviews the company's profitability, leverage, and liquidity as well as its spread of risk, the quality and appropriateness of its reinsurance program, the quality and diversification of its assets, the adequacy of its policy or loss reserves, the adequacy of its surplus, its capital structure, management's experience and objectives, and its perception of policyholders' confidence. RGA Reinsurance's ratings from Standard & Poor's ("S & P") and Moody's Investor Services ("Moody's") were also negatively affected by General American's liquidity problems. S & P downgraded RGA Reinsurance's financial strength rating to BB and Moody's lowered its rating to Ba3. Both S & P and Moody's upgraded their ratings of RGA Reinsurance to "AA" and "A1", respectively, when MetLife's acquisition of General American was completed January 6, 2000. A rating of "AA" by S & P means that, in S & P's opinion, the insurer has very strong financial security characteristics, differing only slightly from those rated higher. Moody's "A1" rating means that Moody's believes that the insurance company offers good financial security; however, elements may be present which suggest a susceptibility to impairment sometime in the future. These ratings are based on an insurance company's ability to pay policyholder obligations and are not directed toward the protection of investors. RGA has an "A" and "A3" long-term debt rating from S&P and Moody's, respectively. A security rating is not a recommendation to buy, sell or hold securities. It is subject to revision or withdrawal at any time by the assigning rating organization, and each rating should be evaluated independently of any other rating. Regulation RGA Reinsurance and RCM, RGA Canada, BHIF America and RGA Chile, GA Argentina, RGA Barbados, BRL, RGA Australia, RGA South Africa, RGA UK, and Triad Re, Ltd., are regulated by authorities in Missouri, Canada, Chile, Argentina, Barbados, Bermuda, Australia, South Africa, the United Kingdom, and 8
9 Barbados, respectively. RGA Reinsurance is subject to regulations in the other jurisdictions in which it is licensed or authorized to do business. Insurance laws and regulations, among other things, establish minimum capital requirements and limit the amount of dividends, distributions, and intercompany payments affiliates can make without prior regulatory approval. Missouri law imposes restrictions on the amounts and type of investments insurance companies like RGA Reinsurance may hold. In 1999, the state of New York enacted legislation requiring insurance companies, including reinsurers accredited in the state, like RGA Reinsurance, to develop formal plans and guidelines for investing in derivative financial instruments and to submit their plans and guidelines to the New York Insurance Department for approval. General The insurance laws and regulations, as well as the level of supervisory authority that may be exercised by the various insurance departments, vary by jurisdiction, but generally grant broad powers to supervisory agencies or regulators to examine and supervise insurance companies and insurance holding companies with respect to every significant aspect of the conduct of the insurance business, including approval or modification of contractual arrangements. These laws and regulations generally require insurance companies to meet certain solvency standards and asset tests, to maintain minimum standards of business conduct, and to file certain reports with regulatory authorities, including information concerning their capital structure, ownership, and financial condition, and subject insurers to potential assessments for amounts paid by guarantee funds. RGA Reinsurance and RGA Canada are required to file annual or quarterly statutory financial statements in each jurisdiction in which they are licensed. Additionally, RGA Reinsurance and RGA Canada are subject to periodic examination by the insurance departments of the jurisdictions in which each is licensed, authorized, or accredited. The most recent examination of RGA Reinsurance by the Missouri Department of Insurance was completed for the year ended December 31, 1995. The result of this examination contained no material adverse findings. RGA Canada, which was formed in 1992, was reviewed by the Canadian Superintendent of Financial Institutions during 1997. The result of this examination contained no material adverse findings. The Missouri Department of Insurance is in the process of conducting an examination of RGA Reinsurance for the year ended December 31, 1999. Results of this examination are not yet currently available. RGA Australia is required to file a quarterly statistical return and annual financial statement with the Insurance and Superannuation Commission of Australia ("ISC"). RGA Australia is subject to additional reviews by the ISC on an as required basis. In August 1997, RGA Australia was reviewed by the ISC with no material adverse findings. RGA Barbados and Triad Re, Ltd., are required to file an annual financial statement with the Office of the Supervisor of Insurance of Barbados. GA Argentina as a direct life insurance company is required to file annual and quarterly statutory financial statements in Argentina which are reviewed by external auditors and filed with the Superintendencia de Seguros de la Nacion ("Superintendencia-Argentina"). Additionally, GA Argentina is subject to periodic examination by the Superintendencia-Argentina. The most recent examination by the Superintendencia-Argentina was in March 1997. The results of this examination were discussed with management and all adjustments were reflected during 1997. BHIFAmerica and RGA Chile are required to file annual and quarterly regulatory financial statements in Chile which are reviewed by external auditors annually and filed with the Superintendencia de Valores y Seguros de Chile ("Superintendencia-Chile"). The most recent examination by the Superintendencia-Chile was during 1999. The result of this examination contained no material adverse findings. Although some of the rates and policy terms of U.S. direct insurance agreements are regulated by state insurance departments, the rates, policy terms, and conditions of reinsurance agreements generally are not subject to regulation by any regulatory authority. However, the NAIC Model Law on Credit for Reinsurance, which has been adopted in most states, imposes certain requirements for an insurer to take reserve credit for reinsurance ceded to a reinsurer. Generally, the reinsurer is required to be licensed or accredited in the insurer's state of domicile, or 9
10 security must be posted for reserves transferred to the reinsurer in the form of letter of credit or assets placed in trust. The NAIC Life and Health Reinsurance Agreements Model Regulation, which has been passed in most states, imposes additional requirements for insurers to claim reserve credit for reinsurance ceded (excluding YRT reinsurance and non-proportional reinsurance). These requirements include bona fide risk transfer, an insolvency clause, written agreements, and filing of reinsurance agreements involving in force business, among other things. In recent years, the NAIC and insurance regulators increasingly have been re-examining existing laws and regulations and their application to insurance companies. In particular, this re-examination has focused on insurance company investment and solvency issues, and, in some instances, has resulted in new interpretation of existing law, the development of new laws, and the implementations of non-statutory guidelines. The NAIC has formed committees and appointed advisory groups to study and formulate regulatory proposals on such diverse issues as the use of surplus debentures, accounting for reinsurance transactions, and the adoption of risk-based capital rules. It is not possible to predict the future impact of changing state and federal regulation on the operations of RGA or its subsidiaries. As a result of this review, the NAIC adopted the Valuation of Life Insurance Policies Model Regulation (the "Model Regulation"). Several states have subsequently enacted legislation based on the Model Regulation, and other states are considering enacting similar legislation. Legislation based on the Model Regulation primarily impacts level term life insurance products with current premiums guaranteed for more than five years. Companies with these products generally will have to increase reserves above the current levels or limit the period of guaranteed premiums to five years. The Model Regulation also affects the reserve requirements for other increasing premium products, deficiency reserves and certain benefit guarantees in universal life products. The Model Regulation does not affect the financial statements of the Company prepared in accordance with GAAP: however, as a statutory accounting principle, the Model Regulation may affect the statutory financial statements of the subsidiaries. In addition to the above regulatory changes being reexamined and considered by the NAIC, the NAIC has completed its codification of statutory accounting principles. The purpose of such codification is to establish a uniform set of accounting rules and regulations for use by insurance companies in financial report preparation in connection with financial reporting to regulatory authorities. The proposed effective date of the uniform statutory accounting principles is January 1, 2001. The Company has not determined what impact, if any, this codification will have on its subsidiaries' statutory surplus requirements. Capital Requirements Guidelines on Minimum Continuing Capital and Surplus Requirements ("MCCSR") became effective for Canadian insurance companies in December 1992, and Risk-Based Capital ("RBC") guidelines promulgated by the National Association of Insurance Commissioners ("NAIC") became effective for U.S. companies in 1993. The MCCSR risk-based capital guidelines, which are applicable to RGA Canada, prescribe surplus requirements and consider both assets and liabilities in establishing solvency margins. The RBC guidelines, applicable to RGA Reinsurance, similarly identify minimum capital requirements based upon business levels and asset mix. Both RGA Canada and RGA Reinsurance maintain capital levels in excess of the amounts required by the applicable guidelines. Regulations in Chile, Argentina, Australia, Barbados, Bermuda, South Africa and United Kingdom also require certain minimum capital levels, and subject the companies operating there to oversight by the applicable regulatory bodies. The Company's subsidiaries in Chile, Argentina, Australia, Barbados, and Bermuda, South Africa and United Kingdom meet the minimum capital requirements in their respective jurisdiction. The Company cannot predict the effect that any proposed or future legislation or rule making in the countries in which the Company operates may have on the financial condition or operations of the Company or its subsidiaries. Insurance Holding Company Regulations RGA is regulated in Missouri as an insurance holding company. The Company is subject to regulation under the insurance and insurance holding company statutes of Missouri. The Missouri insurance holding company laws and regulations generally require insurance and reinsurance subsidiaries of insurance holding companies to 10
11 register with the Missouri Department of Insurance and to file with the Missouri Department of Insurance certain reports describing, among other information, their capital structure, ownership, financial condition, certain intercompany transactions, and general business operations. The Missouri insurance holding company statutes and regulations also require prior approval of, or in certain circumstances, prior notice to the Missouri Department of Insurance of certain material intercompany transfers of assets, as well as certain transactions between insurance companies, their parent companies and affiliates. Under Missouri insurance laws and regulations, unless (i) certain filings are made with the Missouri Department of Insurance, (ii) certain requirements are met, including a public hearing, and (iii) approval or exemption is granted by the Missouri Director of Insurance, no person may acquire any voting security or security convertible into a voting security of an insurance holding company, such as RGA, which controls a Missouri insurance company, or merge with such a holding company, if as a result of such transaction such person would "control" the insurance holding company. "Control" is presumed to exist under Missouri law if a person directly or indirectly owns or controls 10% or more or the voting securities of another person. Certain state legislatures have considered or enacted laws that alter, and in many cases increase, state regulation of insurance holding companies. In recent years, the NAIC and state legislators have begun re-examining existing laws and regulations, specifically focusing on insurance company investments and solvency issues, risk-based capital guidelines, intercompany transactions in a holding company system, and rules concerning extraordinary dividends. Canadian federal insurance laws and regulations do not contain automatic registration and reporting requirements applicable to insurance holding companies, although such companies, together with all affiliates of a Canadian insurance company, may be required to supply such information to the Canadian Superintendent of Financial Institutions upon request. Transactions whereby a person or entity would acquire control of or a significant interest in, or increase (by more than an insignificant amount) its existing interest in, a Canadian insurance company are subject to the prior approval of the Canadian Minister of Finance. "Significant interest" in an insurance company means the beneficial ownership of shares representing 10% or more of a given class, while "control" of an insurance company is presumed to exist when a person beneficially owns shares representing more than 50% of the votes entitled to be cast for the election of directors and such votes are sufficient to elect a majority of the directors of the insurance company. Any transaction or series of transactions with the same person involving the acquisition or disposition by a Canadian insurance company of assets (other than the payment of dividends) the aggregate value of which, over a twelve-month period, exceeds 10% of such company's total assets are also subject to the prior approval of the Canadian Superintendent of Financial Institutions. In addition, Canadian federal insurance laws and regulations generally prohibit transactions between insurance companies and related parties, with certain specified exceptions. Permitted related-party transactions must be on terms that are at least as favorable to the insurance company as market terms and conditions as defined in the Canadian federal insurance laws and regulations. Reinsurance agreements pursuant to which an insurance company causes itself to be reinsured with related parties are restricted unless (i) the reinsurance is taken out in the ordinary course of business, and (ii) the related party is either a Canadian insurance company or a foreign insurance company duly registered in Canada. Reinsurance agreements pursuant to which an insurance company reinsures risks undertaken by a related party are restricted unless the reinsurance is taken out in the ordinary course of business. Restrictions on Dividends and Distributions Current Missouri law (applicable to Reinsurance Group of America, Incorporated and RGA Reinsurance) permits the payment of dividends or distributions which, together with dividends or distributions paid during the preceding twelve months, do not exceed the greater of (i) 10% of statutory capital and surplus as of the preceding December 31, or (ii) statutory net gain from operations for the preceding calendar year. Any proposed dividend in excess of this amount is considered an "extraordinary dividend" and may not be paid until it has been approved, or a 30-day waiting period has passed during which it has not been disapproved, by the Missouri Director of Insurance. RGA Reinsurance's allowable dividend without prior approval for 2000 is $43.5 million pursuant to this calculation. Dividends may be paid only to the extent the insurer has earned surplus (as opposed to contributed surplus). As of 11
12 December 31, 1999, RGA Reinsurance had an earned surplus deficit; however, given RGA Reinsurance's total surplus position, management believes any reasonable dividend requests would be approved. In contrast to current Missouri law, the NAIC Model Insurance Holding Company Act (the "Model Act") defines an extraordinary dividend as a dividend or distribution which, together with dividends or distributions paid during the preceding twelve months, exceeds the lesser of (i) 10% of statutory capital and surplus as of the preceding December 31, or (ii) statutory net gain from operations for the preceding calendar year. The Company is unable to predict whether, when, or in what form Missouri will enact a new measure for extraordinary dividends. The maximum amount available for payment on dividends in 1999 by RGA Reinsurance under the Model Act without prior approval of the Missouri Director of Insurance would have been $19.9 million at December 31, 1999. In addition to the foregoing, Missouri insurance laws and regulations require that the statutory surplus of RGA Reinsurance following any dividend or distribution be reasonable in relation to its outstanding liabilities and adequate to meet its financial needs. The Missouri Director of Insurance may bring an action to enjoin or rescind the payment of a dividend or distribution by RGA Reinsurance that would cause its statutory surplus to be inadequate under the standards of Missouri. Under the corporate law and regulations of New Brunswick applicable to RGA International and RGA Canada Management, dividends may be declared and paid unless there are reasonable grounds for believing either that the corporation is, or would after the payment be, unable to pay its liabilities when due or that the realizable value of its assets would be less than the aggregate of its liabilities and stated capital of all classes. RGA Canada may not pay a dividend if there are reasonable grounds for believing that RGA Canada is, or the payment of the dividend would cause RGA Canada to be, in contravention of any regulation made by the Governor in Council and the guidelines adopted by the Superintendent of Financial Institutions respecting the maintenance by life companies of adequate and appropriate forms of liquidity. The Canadian MCCSR guidelines consider both assets and liabilities in establishing solvency margins, the effect of which could limit the maximum amount of dividends that may be paid by RGA Canada. RGA Canada's ability to declare and pay dividends in the future will be affected by its continued ability to comply with such guidelines. Moreover, RGA Canada must give notice to the Superintendent of Financial Institutions of the declaration of any dividend at least ten days prior to the day fixed for its payment. The maximum amount available for payment of dividends by RGA Canada to RGA Canada Management under the Canadian MCCSR guidelines was $45.8 million at December 31, 1999. Default or Liquidation In the event of a default on any debt that may be incurred by RGA or the bankruptcy, liquidation, or other reorganization of RGA, the creditors and stockholders of RGA will have no right to proceed against the assets of RGA Reinsurance, RGA Canada, or other insurance or reinsurance company subsidiaries of RGA. If RGA Reinsurance were to be liquidated, such liquidation would be conducted by the Missouri Director of Insurance as the receiver with respect to such insurance company's property and business. If RGA Canada were to be liquidated, such liquidation would be conducted pursuant to the general laws relating to the winding-up of Canadian federal companies. In both cases, all creditors of such insurance company, including, without limitation, holders of its reinsurance agreements and, if applicable, the various state guaranty associations, would be entitled to payment in full from such assets before RGA, as a direct or indirect stockholder, would be entitled to receive any distributions made to it prior to commencement of the liquidation proceedings, and, if the subsidiary was insolvent at the time of the distribution, shareholders of RGA might likewise be required to refund dividends subsequently paid to them. If RGA Australia were to be liquidated, such liquidation would be conducted pursuant to the general laws relating to winding-up of Australian insurance companies as prescribed in the Australian Life Insurance Act 1995 and conducted in accordance with the Corporations Law of the State or internal territory under which RGA Australia was incorporated. The assets of RGA Australia would then be applied by specific priority as specified in the Corporations Law of the State. 12
13 Federal Regulation Discussions continue in the Congress of the United States concerning the future of the McCarran-Ferguson Act, which exempts the "business of insurance" from most federal laws, including anti-trust laws, to the extent such business is subject to state regulation. Judicial decisions narrowing the definition of what constitutes the "business of insurance" and repeal or modification of the McCarran-Ferguson Act may limit the ability of the Company, and RGA Reinsurance in particular, to share information with respect to matters such as rate-setting, underwriting, and claims management. It is not possible to predict the effect of such decisions or change in the law on the operation of the Company. Risk Management In the normal course of business, the Company seeks to limit its exposure to loss on any single insured and to recover a portion of benefits paid by ceding reinsurance to other insurance enterprises or reinsurers under excess coverage and coinsurance contracts. The Company retains a maximum of $2.5 million of coverage per individual life. RGA Reinsurance has a number of retrocession arrangements whereby certain business in force is retroceded on an automatic or facultative basis. Generally, RGA's insurance subsidiaries retrocede amounts in excess of their retention to RGA Reinsurance. Retrocessions are arranged through RGA Reinsurance's retrocession pools for amounts in excess of its retention. As of December 31, 1999, substantially all retrocessionaires in this excess retention pool followed by the A.M. Best Company were rated A- or better. The Company also retrocedes most of its financial reinsurance business to other insurance companies to alleviate the strain on statutory surplus created by this business. For a majority of the retrocessionaires that were not rated, security in the form of letters of credit or trust assets has been given as additional security in favor of RGA Reinsurance. In addition, the Company performs annual financial and in force reviews of its retrocessionaires to evaluate financial stability and performance. RGA Reinsurance has never experienced a material default in connection with retrocession arrangements, nor has it experienced any difficulty in collecting claims recoverable from retrocessionaires; however, no assurance can be given as to the future performance of such retrocessionaires or as to recoverability of any such claims. RGA Reinsurance Company ("RGA Reinsurance"), RGA's primary U.S. operating company, has catastrophe insurance coverage issued by 10 insurers rated "A-" or higher by A.M. Best as of December 31, 1999, that provides benefits of up to $100.0 million per occurrence for claims involving three or more deaths in a single accident, with a deductible of $1.5 million per occurrence. This coverage is terminable annually as of August 13 with 90 days prior notice. The Company believes such catastrophe insurance coverage is adequate to protect the Company from risks of multiple deaths of lives reinsured by policies with RGA Reinsurance in a single accident. RGA Canada's policy is to retain up to C$100,000 of individual life and up to C$100,000 of Accidental Death and Dismemberment liability on any one life. RGA Canada retrocedes amounts in excess of its retention mostly to RGA Reinsurance through General American. Retrocessions are arranged through RGA Reinsurance's retrocession pool. RGA Canada has never experienced a default in connection with its retrocession arrangements, nor has it experienced any difficulty in collecting claims recoverable from its retrocessionaires. However, no assurance can be given as to the future performance of such retrocessionaires or as to the recoverability of any such claims. For other international business, RGA Reinsurance retains up to $2.5 million for U.S., Canadian, Australian, and New Zealand currency-denominated business. For other currencies and for countries with higher risk factors, RGA Reinsurance systematically reduces its retention. The Chilean subsidiaries have a policy of ceding business in excess of approximately $22,000, while the Argentine subsidiary cedes business in excess of $40,000. RGA Australia has a retrocession arrangement with RGA Reinsurance in which life risks above $100,000 Australian dollars are retroceded to RGA Reinsurance. On an aggregate basis among all of its subsidiaries, the Company does not retain more than $2.5 million on any one life. 13
14 Underwriting Facultative. Senior management has developed underwriting guidelines, policies, and procedures with the objective of controlling the quality of business written as well as its pricing. RGA Reinsurance's underwriting process emphasizes close collaboration among its underwriting, actuarial, and operations departments. Management periodically updates these underwriting policies, procedures, and standards to account for changing industry conditions, market developments, and changes occurring in the field of medical technology; however, no assurance can be given that all relevant information has been analyzed or that additional risks will not materialize. These policies, procedures, and standards are documented in an on-line underwriting manual. RGA Reinsurance management determines whether to accept facultative reinsurance business on a prospective insured by reviewing the client company's applications and medical requirements, and assessing financial information and any medical impairments. Most facultative applications involve a prospective insured with multiple impairments, such as heart disease, high blood pressure, and diabetes, requiring a difficult underwriting assessment. To assist its underwriters in making this assessment, the U.S. life operations employ two full-time and one part-time medical directors, as well as a medical consultant. Automatic. RGA Reinsurance's management determines whether to write automatic reinsurance business by considering many factors, including the types of risks to be covered; the ceding company's retention limit and binding authority, product, and pricing assumptions; and the ceding company's underwriting standards, financial strength and distribution systems. For automatic business, the U.S. operations endeavor to ensure that the underwriting standards and procedures of its ceding companies are compatible with those of RGA. To this end, the U.S. operations conduct periodic reviews of the ceding companies' underwriting and claims personnel and procedures. Several client audits are conducted each year. AIDS. Since 1987, the U.S. life insurance industry has implemented the practice of antibody blood testing to detect the presence of the HIV virus associated with Acquired Immune Deficiency Syndrome ("AIDS"). Prior to the onset of routine antibody testing, it was possible for applicants with AIDS to purchase significant amounts of life insurance. Since 1987, the guidelines used by the U.S. operations have required ceding companies to conduct HIV testing for life insurance risks at or above $100,000. Since 1987, the accepted Canadian industry practice is to conduct HIV testing for life insurance risks over C$100,000. The Company believes that the antibody test for AIDS is effective. No assurance can be given, however, that additional AIDS-related death claims involving insureds who test negative for AIDS at the time of underwriting will not arise in the future. The Company believes that its primary exposure to the AIDS risk is related to business issued before the onset of AIDS antibody testing in 1987. Each year, this business represents a smaller portion of RGA's reinsurance in force. Competition Reinsurers compete on the basis of many factors, including financial strength, pricing and other terms and conditions of reinsurance agreements, reputation, service, and experience in the types of business underwritten. The U.S. and Canadian life reinsurance markets are served by numerous international and domestic reinsurance companies. The Company believes that RGA Reinsurance's primary competitors in the U.S. life reinsurance market are currently Transamerica Occidental Life Insurance Company, Swiss Re Life of America, ING Re, and Lincoln National Corporation. However, within the reinsurance industry, this can change from year to year. The Company believes that RGA Canada's major competitors in the Canadian life reinsurance market are Swiss Re Life Canada and Munich Reinsurance Company. The international life operations compete with subsidiaries of several U.S. individual and group life insurers and reinsurers and other internationally based insurers and reinsurers, some of which are larger and have access to greater resources than the Company. Competition is primarily on the basis of price, service, and financial strength. 14
15 Employees As of December 31, 1999, the Company had 679 employees located in the United States, Canada, Argentina, Chile, Mexico, Hong Kong, Australia, Japan, Taiwan, South Africa, and the United Kingdom. None of these employees are represented by a labor union. The Company believes that employee relations at all of its subsidiaries are good. C. INDUSTRY SEGMENTS The Company obtains substantially all of its revenues through reinsurance agreements that cover a portfolio of life insurance products, including term life, credit life, universal life, whole life, and joint and last survivor insurance, as well as annuities, financial reinsurance, accident and health insurance, and direct premiums which include single premium pension annuities and group life. Generally, the Company, through a subsidiary, has provided reinsurance and, to a lesser extent, insurance for mortality and morbidity risks associated with such products. With respect to asset-intensive products, the Company has also provided reinsurance for investment-related risks. RGA Reinsurance also writes a small amount of primary insurance on General American directors and officers, and a small amount of short-term life insurance. The following table sets forth the Company's gross and net premiums attributable to each of the industry segments for the periods indicated: <TABLE> <CAPTION> GROSS AND NET PREMIUMS BY SEGMENT (dollars in millions) Year Ended December 31 ----------------------------------------------- 1999 1998 1997 --------------- --------------- ------------- Amount % Amount % Amount % -------- ----- -------- ----- ------ ----- <S> <C> <C> <C> <C> <C> <C> GROSS PREMIUMS: U.S. operations $1,158.2 73.1 $ 902.9 71.4 $687.2 76.2 Canada operations 219.1 13.8 192.9 15.2 105.5 11.7 Latin America operations 105.5 6.7 108.3 8.6 69.0 7.7 Asia Pacific operations 76.6 4.8 56.9 4.5 37.3 4.1 Other international operations 25.4 1.6 3.7 0.3 2.3 0.3 -------- ----- -------- ----- ------ ----- Total $1,584.8 100.0 $1,264.7 100.0 $901.3 100.0 ======== ===== ======== ===== ====== ===== NET PREMIUMS: U.S. operations $ 950.4 72.2 $ 716.2 70.5 $554.2 74.4 Canada operations 162.5 12.4 144.8 14.2 83.6 11.2 Latin America operations 104.2 7.9 98.7 9.7 68.2 9.2 Asia Pacific operations 73.9 5.6 53.0 5.2 36.6 4.9 Other International operations 24.6 1.9 3.7 0.4 2.2 0.3 -------- ----- -------- ----- ------ ----- Total $1,315.6 100.0 $1,016.4 100.0 $744.8 100.0 ======== ===== ======== ===== ====== ===== </TABLE> The following table sets forth selected information concerning assumed reinsurance business in force for the Company's U.S., Canada, Latin America, Asia Pacific, and other international segments for the indicated periods. (The term "in force" refers to face amounts or net amounts at risk.) 15
16 <TABLE> <CAPTION> REINSURANCE BUSINESS IN FORCE BY SEGMENT (dollars in billions) Year Ended December 31, -------------------------------------------- 1999 1998 1997 -------------- ------------- ------------- Amount % Amount % Amount % ------ ----- ------ ----- ------ ----- <S> <C> <C> <C> <C> <C> <C> U.S. operations $345.7 77.4 $255.7 77.3 $171.7 75.5 Canada operations 45.8 10.2 35.5 10.7 27.7 12.2 Latin America operations 31.9 7.1 35.1 10.7 26.1 11.5 Asia Pacific operations 22.1 5.0 3.8 1.1 1.8 0.8 Other international operations 1.4 0.3 0.5 0.2 - - ------ ----- ------ ----- ------ ----- Total $446.9 100.0 $330.6 100.0 $227.3 100.0 ====== ===== ====== ===== ====== ===== </TABLE> The following table sets forth selected information concerning assumed new business volume for the Company's U.S., Canada, Latin America, Asia Pacific, and other international operations for the indicated periods. (The term "volume" refers to face amounts or net amounts at risk.) <TABLE> <CAPTION> NEW BUSINESS VOLUME BY SEGMENT (dollars in billions) Year Ended December 31, -------------------------------------------- 1999 1998 1997 -------------- ------------- ------------- Amount % Amount % Amount % ------ ----- ------ ----- ------ ----- <S> <C> <C> <C> <C> <C> <C> U.S. operations $121.3 73.6 $102.7 82.2 $50.2 66.1 Canada operations 9.4 5.7 12.8 10.2 8.0 10.5 Latin America operations 20.6 12.5 7.2 5.8 16.9 22.3 Asia Pacific operations 12.5 7.5 2.2 1.8 0.8 1.1 Other international operations 1.1 0.7 0.1 - - - ------ ----- ------ ----- ------ ----- Total $164.9 100.0 $125.0 100.0 $75.9 100.0 ====== ===== ====== ===== ====== ===== </TABLE> Reinsurance business in force reflects the addition or acquisition of new reinsurance business, offset by terminations (e.g., voluntary surrenders of underlying life insurance policies, lapses of underlying policies, deaths of insureds, the exercise of recapture options, changes in foreign exchange, and any other changes in the amount of insurance in force). As a result of terminations, assumed in force amounts at risk of $48.6 billion, $21.6 billion, and $16.9 billion were released in 1999, 1998, and 1997, respectively. Additional information regarding the operations of the Company's segments and geographic operations is contained in Note 17 of the Notes to Consolidated Financial Statements, which Note is incorporated herein by reference. U.S. Operations Traditional The Company's U.S. life reinsurance business, which totaled 72.2%, 70.5%, and 74.4%, of the Company's net premiums in 1999, 1998, and 1997, respectively, consists of the reinsurance of various types of life insurance products. This business has been accepted under many different rate scales, with rates often tailored to suit the underlying product and the needs of the ceding company. Premiums typically vary for smokers and non-smokers, 16
17 males and females, and may include a preferred underwriting class discount. Reinsurance premiums are paid in accordance with the treaty, regardless of the premium mode for the underlying primary insurance. This business is made up of facultative and automatic treaty business. In addition, several of the Company's U.S. clients have purchased life insurance policies insuring the lives of their executives. These policies have generally been issued to fund deferred compensation plans and have been reinsured with the Company. As of December 31, 1999, reinsurance of such policies was reflected in interest sensitive contract reserves of approximately $1,088.6 million and policy loans of $659.9 million. The U.S. facultative reinsurance operation involves the assessment of the risks inherent in (i) multiple impairments, such as heart disease, high blood pressure, and diabetes; (ii) cases involving large policy face amounts; and (iii) financial risk cases, i.e., cases involving policies disproportionately large in relation to the financial characteristics of the proposed insured. The U.S. operations' marketing efforts have focused on developing facultative relationships with client companies because management believes facultative reinsurance represents a substantial segment of the reinsurance activity of many large insurance companies and has been an effective means of expanding the U.S. operations' automatic business. In 1999, 1998, and 1997, approximately 30.2%, 35.5%, and 39.6%, respectively, of the U.S. gross premiums were written on a facultative basis. The U.S. operations have emphasized personalized service and prompt response to requests for facultative risk assessment. This percentage has decreased over the past several years due to the assumption of a number of larger automatic treaties on in force business. Only a portion of approved facultative applications result in paid reinsurance. This is because applicants for impaired risk policies often submit applications to several primary insurers, which in turn seek facultative reinsurance from several reinsurers; ultimately, only one insurance company and one reinsurer are likely to obtain the business. RGA Reinsurance tracks the percentage of declined and placed facultative applications on a client-by-client basis and generally works with clients to seek to maintain such percentages at levels deemed acceptable. Mortality studies performed by RGA Reinsurance have shown that its facultative mortality experience is comparable to its automatic mortality experience relative to expected mortality rates. Because RGA Reinsurance applies its underwriting standards to each application submitted to it facultatively, it generally does not require ceding companies to retain a portion of the underlying risk when business is written on a facultative basis. Automatic business, including financial reinsurance treaties, is generated pursuant to treaties, which generally require that the underlying policies meet the ceding company's underwriting criteria, although a number of such policies may be rated substandard. In contrast to facultative reinsurance, reinsurers do not engage in underwriting assessments of the risks assumed through an automatic treaty. Automatic business tends to be very price-competitive; however, clients are likely to give favorable consideration to their existing reinsurers. Because RGA Reinsurance does not apply its underwriting standards to each policy ceded to it under automatic treaties, the U.S. operations generally require ceding companies to keep a portion of the business written on an automatic basis, thereby increasing the ceding companies' incentives to underwrite risks with due care and, when appropriate, to contest claims diligently. Non-traditional Business The Company also provides non-traditional reinsurance of asset-intensive products and financial reinsurance. Asset-intensive business includes the reinsurance of funding agreements, bank-owned life insurance, and annuities. As of September 30, 1999, the Company no longer reinsures funding agreements. The Company earns investment income on the deposits underlying the asset-intensive products, which is largely offset by earnings credited and paid to the ceding companies. Financial reinsurance assists ceding companies in meeting applicable regulatory requirements and enhances ceding companies' financial strength and regulatory surplus position. The Company provides ceding companies financial reinsurance by committing cash or assuming insurance liabilities. Generally, such amounts are offset by receivables from ceding companies that are supported by the future profits from the reinsured block of business. The Company earns a return based on the amount of outstanding reinsurance. 17
18 Asset Intensive Business The above discussion of the Company's reinsurance on the basis of facultative and automatic business relates to instances whereby the Company typically reinsures primarily the mortality risk element of the underlying insurance product. The Company also provides reinsurance of the investment risk in certain product lines. Reinsurance business in which the investment risk is reinsured is referred to as asset-intensive business. Asset-intensive business includes the reinsurance of funding agreement products, bank-owned life insurance, and annuities, fixed rate market value adjusted and equity-indexed. Most of these agreements are coinsurance or modified coinsurance of nonmortality risks such that the Company recognizes profits or losses primarily from the spread between the investment earnings and the interest credited on the underlying deposit liabilities. As of September 30, 1999, the Company no longer reinsures funding agreement products. The Company's parent, General American, recaptured the business during the month of September. In the second quarter of 1997 the Company entered into an annuity reinsurance transaction with Cova Financial Services Life Insurance Company ("Cova"), a subsidiary of General American. On December 1, 1999, Cova recaptured this agreement. Though most asset-intensive business is reinsured on an automatic basis, some business is reviewed on a facultative basis by the Company if it does not fit within the automatic parameters of the reinsurance agreement. Asset-intensive business that does not produce mortality risk (annuities) is normally limited by size of the deposit, from any one depositor. Business which does produce mortality risks (corporate-owned and bank-owned) normally involves a large number of insureds associated with each deposit. Underwriting of these deposits also limits the size of any one deposit but the individual policies associated with any one deposit are typically issued within pre-set Guaranteed Issue parameters. The Company looks for highly rated, financially secure companies as clients for asset-intensive business. These companies may wish to limit their own exposure to certain products. Ongoing asset/liability analysis is required for the management of asset-intensive business. The Company performs this analysis itself, in conjunction with asset/liability analysis performed by the ceding companies. Financial Reinsurance The Company's financial reinsurance assists ceding companies in meeting applicable regulatory requirements and enhances ceding companies' financial strength and regulatory surplus position. The Company commits cash or assumes insurance liabilities from the ceding companies. Generally, such amounts are offset by receivables from ceding companies that are repaid by the future profits from the reinsured block of business. The Company structures its financial reinsurance transactions so that the projected future profits of the underlying reinsured business significantly exceed the amount of regulatory surplus provided to the ceding company. The Company primarily targets highly rated insurance companies for financial reinsurance. A careful analysis is performed before providing any surplus enhancement to the ceding company. This analysis assures that the Company understands the risks of the underlying insurance product and that the surplus has a high likelihood of being repaid through the future profits of the business. A staff of actuaries and accountants is required to track experience on a quarterly basis in comparison to expected models. The Company also retrocedes most of its financial reinsurance business to other insurance companies to alleviate the strain on statutory surplus created by this business. CUSTOMER BASE The U.S. reinsurance operation markets life reinsurance primarily to the largest U.S. life insurance companies and currently has treaties with most of the top 100 companies. These treaties generally are terminable by either party on 90 days written notice, but only with respect to future new business; existing business generally is not terminable, unless the underlying policies terminate or are recaptured. In 1999, 47 clients had annual gross premiums of $5 million or more and the aggregate gross premiums from these clients represented approximately 88.3% of 1999 U.S. life gross premiums. For the purpose of this disclosure, companies that are within the same 18
19 holding company structure are combined. In 1999, no U.S. client accounted for more than 10% of the Company's consolidated gross premiums; however, one client accounted for more than 10% of the Company's U.S. operations gross premiums. Three clients ceded more than 5% of U.S. life gross premiums. Together they ceded $258.6 million, or 22.3%, of U.S. operations gross premiums in 1999. General American and its affiliates generated approximately 2.8% of U.S. operations gross premium for 1999 and 4.0% for 1998, and 1997, exclusive of retrocession agreements. During 1999, reinsurance contracts regarding the General American funding agreements and the Cova annuity coinsurance agreement were both recaptured. Deposits related to funding agreements and the annuity coinsurance at the time of recapture were $1.5 billion and $206.6 million, respectively. During 1999, $256.6 million of U.S. operations net premium related to facultative business. The U.S. life operation accepted new facultative business from over 100 U.S. clients in 1999. OPERATIONS During 1999, substantially all gross U.S. life business was obtained directly, rather than through brokers. RGA Reinsurance has an experienced marketing staff that works to maintain existing relationships and to provide responsive service. RGA Reinsurance's auditing, valuation and accounting department is responsible for treaty compliance auditing, financial analysis of results, generation of internal management reports, and periodic audits of administrative practices and records. A significant effort is focused on periodic audits of administrative and underwriting practices, records, and treaty compliance of reinsurance clients. RGA Reinsurance's claims department (i) reviews and verifies reinsurance claims, (ii) obtains the information necessary to evaluate claims, (iii) determines the Company's liability with respect to claims, and (iv) arranges for timely claims payments. Claims are subjected to a detailed review process to ensure that the risk was properly ceded, the claim complies with the contract provisions, and the ceding company is current in the payment of reinsurance premiums to RGA Reinsurance's operations. The claims department also investigates claims generally for evidence of misrepresentation in the policy application and approval process. In addition, the claims department monitors both specific claims and the overall claims handling procedure of ceding companies. Claims personnel work closely with their counterparts at client companies to attempt to uncover fraud, misrepresentation, suicide, and other situations where the claim can be reduced or eliminated. By law, the ceding company cannot contest claims made after two years of the issuance of the underlying insurance policy. By developing good working relationships with the claims departments of client companies, major claims or problem claims can be addressed early in the investigation process. Claims personnel review material claims presented to RGA Reinsurance in detail to find potential mistakes such as claims ceded to the wrong reinsurer and claims submitted for improper amounts. Canada Operation The Canada operation represented 12.4%, 14.2%, and 11.2%, of the Company's net premiums in 1999, 1998, and 1997, respectively. In 1999, the Canadian life operations assumed $9.4 billion in new business. Of this amount, $7.8 billion was recurring new business and $1.6 billion resulted from new assumed in force blocks. Approximately 90% of the 1999 recurring new business was written on an automatic basis. The Company operates in Canada through RGA Life Reinsurance Company of Canada ("RGA Canada"), a wholly owned company. RGA Canada is a leading life reinsurer in Canada and is primarily engaged in traditional individual life reinsurance, including preferred underwriting products, as well as creditor and critical illness products. More than 90% of RGA Canada's premium income is derived from the life reinsurance products. 19
20 Clients include virtually all of Canada's principal life insurers with no single client representing more than 10% of the Company's consolidated net premium in 1999 and the two largest clients representing 4.7% of consolidated gross premiums. The Canadian life operation competes with a small number of individual and group life reinsurers. The Canadian life operation competes primarily on the basis of price, service, and financial strength. RGA Canada maintains a staff of sixty-one people at the Montreal office and sixteen people in an office in Toronto. RGA Canada employs its own underwriting, actuarial, claims, pricing, accounting, systems, marketing and administrative staff. RGA's Canadian life reinsurance business was originally conducted by General American. General American entered the Canadian life reinsurance market in 1978 and was primarily engaged in the retrocession business, writing only a small amount of business with primary Canadian insurers. In April 1992, General American, through RGA Canada, purchased the life reinsurance assets and business of National Reinsurance Company of Canada ("National Re"), including C$26.0 million of Canadian life reinsurance gross in force premiums. National Re had been engaged in the life reinsurance business in Canada since 1972, writing reinsurance on a direct basis with primary Canadian insurers. Accordingly, this acquisition represented a significant expansion of General American's Canadian life reinsurance business. Latin America Operations The Latin America operations represented 7.9%, 9.7%, and 9.2% of the Company's net premiums in 1999, 1998, and 1997, respectively. Business in this segment is classified as direct insurance or reinsurance. Direct insurance is generated primarily from a joint venture and subsidiaries in Chile and Argentina. In 1993, the Company entered into a joint venture in Chile to form BHIFAmerica. This company is a direct life insurer whose primary source of premium is generated from single premium immediate annuities with other lines including credit, individual, and group life. During 1996, in an effort to support the growth of this business and develop additional reinsurance opportunities in Chile, the Company formed RGA Chile, a wholly owned reinsurance company licensed to assume life reinsurance in Chile. RGA Chile assumed $18.5 million, $26.0 million, and $35.5 million, of annuity premiums from BHIFAmerica during 1999, 1998, and 1997, respectively. This business is reported as direct business due to the intercompany nature of the reinsurance. The Company has begun exploring the possibility of selling its Chilean direct writing operations in an effort to focus on reinsurance business as opposed to direct distribution. In 1994, to develop markets in Argentina, RGA formed GA Argentina. GA Argentina writes direct life insurance primarily related to group life and disability insurance for the Argentine privatized pension system as well as traditional group life insurance. Effective July 1998, GA Argentina no longer had new contracts related to the privatized pension system, but continues to market group and individual life products. The Company conducts reinsurance business in the Latin America region through RGA Reinsurance. During 1999, a representative office was opened in Buenos Aires and during 1998 a representative office was opened in Mexico City to more directly assist clients in these markets. Historically, the Latin America reinsurance operations have derived revenue primarily from the reinsurance of privatized pension products in Argentina. During 1999, the Company has reduced its participation in these types of treaties and is more actively marketing additional types of reinsurance in the region such as traditional and credit life for groups and individuals as well as non-traditional reinsurance in Argentina and Mexico. It is anticipated that the mix of business will continue to evolve in the upcoming years. BHIFAmerica and RGA Chile maintain staffing of 139 people at the head offices in Santiago, Chile. GA Argentina maintains a staff of 77 people in Buenos Aires, Argentina. These subsidiaries employ their own underwriting, actuarial, claims, pricing, accounting, systems, marketing and administrative staff. The Latin America reinsurance operations are primarily supported by the Latin America Division of RGA Reinsurance based in St. Louis with a staff of eleven people in St. Louis, four people in a representative office in Mexico and two people in a representative office in Argentina. The division provides bilingual underwriting, actuarial, claims, 20
21 pricing, marketing, and administrative support. Claims, accounting, and systems support are provided on a corporate basis through RGA Reinsurance operations. Asia Pacific Operations The Asia Pacific operations represented 5.6%, 5.2%, and 4.9% of the Company's net premiums in 1999, 1998, and 1997, respectively. The Company has a presence in the Asia Pacific region with a licensed branch office in Hong Kong and representative offices in Tokyo and Taiwan. The Company opened the representative office in Taiwan during the first quarter of 1999. The Company also established subsidiary companies in Australia in January 1996: Australian Holdings, a wholly owned holding company, and RGA Australia, a wholly owned life reinsurance company. In addition, RGA Reinsurance provides direct reinsurance to several companies within the Asia Pacific region. Within the Asia Pacific segment, six people were on staff in the Hong Kong office, five people were on staff in the Tokyo office, five people were on staff in the Taiwan office, and RGA Australia maintained a staff of seventeen people in Sydney. The Hong Kong, Tokyo and Taiwan offices primarily provide marketing and underwriting service to the direct life insurance companies with other service support provided directly by RGA Reinsurance operations. RGA Australia directly maintains its own underwriting, actuarial, claims, pricing, accounting, systems, marketing and administration service with additional support provided by RGA Reinsurance operations. Other International Operations The other international operations represented 1.9%, 0.4% and 0.3% of the Company's net premiums in 1999, 1998 and 1997, respectively. This segment provides life reinsurance to clients located in Europe (primarily in the United Kingdom and Spain) and South Africa. The principal type of reinsurance being provided has been life reinsurance for a variety of life products through yearly renewable term and coinsurance agreements. These agreements may be either facultative or automatic agreements. During 1999, the Company continued its expansion efforts, with actions underway to license a life reinsurance subsidiary in London and set up local operations. In addition, the Company further established RGA South Africa, with offices in Cape Town and Johannesburg to promote life reinsurance in South Africa. The Company also participates as a Corporate Name supporting life syndicate 429 at Lloyd's of London. In 1998 the Company entered into a joint venture to form RGA Financial Products, Limited ("RGAFP") which provides asset management consulting advice to insurers in managing capital related risks specifically related to the segregated fund business in Canada and the guaranteed minimum death benefit business in the US. In 1999, RGA purchased the remaining ownership of RGAFP for a nominal amount. The other international operations are supported by divisional management through RGA International based in Toronto. This subsidiary of RGA had a staff of thirteen people that provide marketing support for operations in existing and potential future markets. Additional support was provided by RGA Reinsurance. The developing operations in the United Kingdom maintained a staff of ten people, RGA South Africa maintained a staff of sixteen people, and marketing agreements with two local consultants exist in Spain. RGAFP maintains a staff of six people. Discontinued Operations As of December 31, 1998, the Company formally reported its accident and health division as a discontinued operation. More information about the Company's discontinued accident and health divisions may be found in the Annual Report for 1999 under the caption "Notes to Consolidated Financial Statements - Note 21 - Discontinued Operations", which Note is incorporated herein by reference. 21
22 D. FINANCIAL INFORMATION ABOUT FOREIGN OPERATIONS The Company's foreign operations are primarily in Canada, Latin America, the Asia Pacific region, which includes Australia, and Europe. Revenue, income (loss) which includes net realized gains (losses) before income tax and minority interest, and identifiable assets attributable to these geographic regions were identified in the "Notes to Consolidated Financial Statements - Note 17 - Segment Information", which Note is incorporated herein by reference. E. EXECUTIVE OFFICERS OF THE REGISTRANT For information regarding the executive officers of the Company, see Part III, Item 10, entitled "Directors and Executive Officers of the Registrant." Item 2. PROPERTIES RGA Reinsurance houses its employees and the majority of RGA's officers in approximately 116,000 square feet of office space at 1370 Timberlake Manor Parkway, Chesterfield, Missouri. These premises are leased through August 31, 2009, at annual rents ranging from approximately $2,000,000 to $2,400,000 RGA Reinsurance also conducts business from approximately 1,800 square feet of office space located in Hong Kong and approximately 2,900 square feet of office space located in Tokyo, Japan. The rental expenses paid by RGA Reinsurance under the leases during 1999 were approximately $145,000 and $176,000 for Hong Kong and Tokyo, respectively. RGA Australia conducts business from approximately 20,700 square feet of office space located in Sydney, Australia and paid approximately $100,000 during 1999 for lease expense. The Hong Kong and Tokyo leases expire in January 2001 and January 2002 respectively. The Sydney lease expires in October 2003. RGA Reinsurance also conducts business from approximately 1,500 square feet of office space in Mexico City, Mexico. The rental expenses paid by RGA Reinsurance under the lease during 1999 were approximately $20,000. The lease expires in December 2000. General American Argentina conducts business from approximately 11,000 square feet of office space in Buenos Aires, Argentina, pursuant to several leases. Rental expense paid for the office was approximately $153,000 during 1999. BHIF America and RGA Chile conduct business from approximately 10,000 square feet of office space in Santiago, Chile. The lease expense paid during 1999 was approximately $68,000. One of the Buenos Aires leases expires in 2000, one in 2001 and the remaining two in 2002. The Santiago leases expire in 2001. RGA Argentina conducts business from approximately 800 square feet of office space in Buenos Aires, Argentina. The rental expenses paid by RGA Argentina under the lease during 1999 were approximately $32,000. The lease expires in December 2001. RGA Canada's operations are conducted from approximately 9,800 square feet of office space located in Montreal, Canada. The lease with respect to such space expires in 2010. Rental expenses paid by RGA Canada under the lease during 1999 were approximately $185,000. RGA Canada also sub-leases approximately 800 square feet of space in Montreal, Canada. The sub-lease expires in 2000. The rental expenses paid by RGA Canada under the sub-lease during 1999 were approximately $16,000. RGA Canada also leases approximately 5,900 square feet of space in Toronto, Canada. This lease expires in 2005. The rental expenses paid by RGA Canada under the Toronto lease during 1999 were approximately $144,000. RGA International conducts operations from approximately 9,800 square feet of office space located in Toronto, Canada. The lease with respect to such space expires in 2007. The rental expenses paid by RGA International under the lease during 1999 were approximately $312,000. 22
23 RGA UK Reinsurance conducts business from approximately 3,000 square feet of office space in London, England. The rental expenses paid by RGA UK Reinsurance under the lease during 1999 were approximately $356,000. The lease expires in 2009. RGA South Africa conducts business from approximately 5,300 square feet of office space in Cape Town and 3,600 square feet of office space located in Johannesburg, South Africa. The rental expenses paid by RGA South Africa under the leases during 1999 were approximately $38,000 and $17,000 for Cape Town and Johannesburg respectively. The leases expire in September 2003 and May 2004 for Cape Town and Johannesburg respectively. The Company believes its facilities have been generally well maintained, are in good operating condition. The Company believes the facilities are sufficient for our current and projected future requirements. Item 3. LEGAL PROCEEDINGS From time to time, the Company is subject to litigation and arbitration related to its reinsurance business and to employment-related matters in the normal course of its business. Management does not believe that the Company is party to any such pending litigation or arbitration that would have a material adverse effect on its future operations. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There were no matters that were submitted to a vote of security holders during the fourth quarter of 1999. PART II Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS On November 23, 1999, RGA completed a private placement of securities in which it sold 4,784,689 shares of the Company's common stock, $0.01 par value per share, to Metropolitan Life Insurance Company. The price per share was $26.125, and the aggregate value of the transaction was approximately $125 million, paid in cash. These shares were not registered under the Securities Act of 1933, as amended ("the Act"), and were sold on reliance on the exemption from registration contained in Section 4(2) of the Act. Proceeds from the private placement will be used for general corporate purposes, including the immediate capital needs associated with the Company's primary businesses. Information about the market price of the Company's common equity, dividends and related stockholder matters is contained in the Annual Report for 1999 at pages 72-73 under the caption "Quarterly Data (Unaudited)" and at pages 38-39 under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources" which sections are hereby incorporated by reference. Insurance companies are subject to statutory regulations that restrict the payment of dividends. In the case of RGA Reinsurance, Missouri regulations impose a limit of the greater of 10% of statutory capital and surplus or statutory operating income, both as of the end of the preceding year. Any dividend proposed by RGA Reinsurance in excess of these measures would, under Missouri law, be "extraordinary" and subject to review by the Missouri Director of Insurance. More information about these regulations and how they apply to the Company may be found in the Annual Report for 1999 under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources" which sections are hereby incorporated by reference. 23
24 Item 6. SELECTED FINANCIAL DATA The information required by this item is found at pages 22-23 in the Annual Report for 1999 under the caption "Selected Consolidated Financial and Operating Data" which section is incorporated herein by reference Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This discussion and analysis is incorporated by reference to the Annual Report for 1999 under the captions "Forward-Looking and Cautionary Statements" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK This discussion and analysis is incorporated by reference to the Annual Report for 1999 under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations - Market Risk" Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA This information is incorporated by reference to the Annual Report for 1999 under the following captions: <TABLE> <CAPTION> Index Page of Annual Report ------------------------------------------------ --------------------- <S> <C> Consolidated Balance Sheets 44 Consolidated Statements of Income 45 Consolidated Statements of Stockholders' Equity 46 - 47 Consolidated Statements of Cash Flows 48 Notes to Consolidated Financial Statements 49 - 69 Independent Auditors' Report 70 Quarterly Data 72 - 73 </TABLE> Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. PART III Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Information with respect to Directors of the Company is incorporated by reference to the Proxy Statement under the captions "Nominees and Continuing Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance." The Proxy Statement will be filed pursuant to Regulation 14A within 120 days of the end of the Company's fiscal year. The following is certain additional information concerning each executive officer of the Company who is not also a director. With the exception of Mr. Watson, Mr. Nitsou, Mr. Sherman and Mr. St-Amour, each individual holds the same position at RGA and RGA Reinsurance. David B. Atkinson became President and Chief Executive Officer of RGA Reinsurance Company in January 1998. Mr. Atkinson also serves as Executive Vice President and Chief Operating Officer of RGA, since January 1997. He served as Executive Vice President and Chief Operating Officer, U.S. Operations of the Company from 1994 to 1996 and Executive Vice President and Chief Financial Officer from 1993 to 1994. Prior to the formation of RGA, Mr. Atkinson served as Reinsurance Operations Vice President of General American. Mr. Atkinson joined General American in 1987 as Second Vice President and was promoted to Vice President later the 24
25 same year. Prior to joining General American, he served as Vice President and Actuary of Atlas Life Insurance Company from 1981 to 1987, as Chief Actuarial Consultant at Cybertek Computer Products from 1979 to 1981, and in a variety of actuarial positions with Occidental Life Insurance Company of California from 1975 to 1979. Mr. Atkinson also serves as a director and officer of certain RGA subsidiaries. Bruce E. Counce has been Executive Vice President and Chief Corporate Operating Officer since January 1997. He served as Executive Vice President, U.S. Traditional Reinsurance from 1993 to 1997. Prior to the formation of RGA, Mr. Counce served as Reinsurance Sales and Marketing Vice President for General American. After joining General American in 1967, Mr. Counce joined the Reinsurance Division in 1980 in a sales capacity and held a series of increasingly responsible positions leading to his current position. Mr. Counce retired effective February 18, 2000. Jack B. Lay is Executive Vice President and Chief Financial Officer. Prior to joining the Company in 1994, Mr. Lay served as Second Vice President and Associate Controller at General American. In that position, he was responsible for all external financial reporting as well as merger and acquisition support. Before joining General American in 1991, Mr. Lay was a partner in the financial services practice with the St. Louis office of KPMG LLP. Mr. Lay also serves as a director and officer of certain RGA subsidiaries. Paul A. Schuster is Executive Vice President, U. S. Division. He served as Senior Vice President, U.S. Division from January 1997 to December 1998. Mr. Schuster was Reinsurance Actuarial Vice President in 1995 and Senior Vice President & Chief Actuary of the Company in 1996. Prior to the formation of RGA, Mr. Schuster served as Second Vice President and Reinsurance Actuary of General American. Prior to joining General American in 1991, he served as Vice President and Assistant Director of Reinsurance Operations of the ITT Lyndon Insurance Group from 1988 to 1991 and in a variety of actuarial positions with General Reassurance Corporation from 1976 to 1988. Graham S. Watson is Executive Vice President and Chief Marketing Officer of RGA. Upon joining RGA in 1996, Mr. Watson was President and CEO of RGA Australia. Prior to joining RGA in 1996, Mr. Watson was the President and CEO of Intercedent Limited in Canada and has held various positions of increasing responsibility for other life insurance companies. Mr. Watson also serves as a director and officer of certain RGA subsidiaries. Roberto Baron is Senior Vice President, Latin American Division. Prior to joining RGA in 1997 as Vice President, Latin American Division, Mr. Baron was a Consulting Actuary for William M. Mercer and a Pricing Actuary for Seguros Bolivar, a life insurance company in Colombia. Mr. Baron was promoted to the position of Senior Vice President, Latin American Division in 1998. Brendan J. Galligan is Senior Vice President, Asia Pacific Division. Prior to joining RGA, Mr. Galligan was Senior Vice President of RGA Canada, and its predecessor, National Re, for five years. His insurance and reinsurance career commenced in Canada in 1977. Joel S. Iskiwitch is Senior Vice President, Accident and Health Division. In 1995, Mr. Iskiwitch joined Great Rivers Reinsurance, a subsidiary of RGA, as a participant in General American's Management Rotation Program. Prior to joining Great Rivers Reinsurance Management and RGA, Mr. Iskiwitch held the position of Vice President of Business Markets and Advanced Underwriting for GenMark/Individual Line at General American. After joining General American in 1988, Mr. Iskiwitch held a series of responsible positions leading to his current position at RGA. Paul Nitsou is Senior Vice President, Market Development Division for RGA. Prior to joining RGA in 1996, Mr. Nitsou was Vice President, Reinsurance for Manulife Financial. Mr. Nitsou joined RGA in 1996 as Vice President, Market Development and was promoted within his first year of employment to Senior Vice President, Market Development Division. Kenneth D. Sloan has been Senior Vice President, U.S. Facultative Division since January 1997. He served as Vice President, Underwriting of the Company from 1993 to 1997. Prior to the formation of RGA, Mr. 25
26 Sloan served as Second Vice President of Reinsurance Underwriting for General American. Mr. Sloan joined General American in 1968 in an underwriting capacity and held a series of increasingly responsible positions leading to his current position. Todd C. Larson is Vice President & Controller. Mr. Larson previously was Assistant Controller at Northwestern Mutual Life Insurance Company from 1994 through 1995 and prior to this position he was an accountant for KPMG LLP from 1985 through 1993 (most recently as a Senior Manager). James E. Sherman is General Counsel and Secretary of the Company. Mr. Sherman joined General American in 1983. He has served as Associate General Counsel of General American since 1995. Mr. Sherman is an officer of RCM as well as RGA Reinsurance. Andre St-Amour is President and Chief Executive Officer of RGA Canada and Chief Agent for the General American Life Insurance Company Canadian Branch. Mr. St-Amour was promoted to Chief International Officer of RGA in March 1999. Mr. St-Amour joined RGA Canada in 1992 when the company acquired the reinsurance business of National Re. Mr. St-Amour served as Executive Vice President, Life Division, of National Re from 1989 to 1991. Prior to joining National Re, Mr. St-Amour served in a variety of actuarial positions with Canadian National Railways and Laurentian Mutual Insurance Company. A. Greig Woodring is President, Chief Executive Officer, and director. As President and CEO of the Company, Mr. Woodring is also an executive officer of General American Life Insurance Company. Prior to the formation of RGA, Mr. Woodring had headed General American's reinsurance business since 1986. He also serves as a director and officer of a number of the Company's subsidiaries. Before joining General American Life Insurance Company, Mr. Woodring was an actuary at United Insurance Company. Richard A. Liddy is Chairman of the Board of the Company. He also serves as Chairman and Chief Executive Officer of General American Life Insurance Company, and Chairman, President and Chief Executive Officer of GenAmerica Corporation. From 1982 through 1988, he was Senior Vice President and Executive Vice President of Continental Corporation, and President, Financial Services Group of Continental Insurance Company. He is also Chairman of the Board of General American Capital Company and The Walnut Street Funds, Inc., each a registered investment company, and is a director of Ameren Corporation, Brown Shoe Company, Conning Corporation, Energizer Holdings, Inc. and Ralston Purina Company. Mr. Liddy is a Senior Executive Vice President of MetLife, Inc., and is a member of the Executive Committee of Metropolitan Life Insurance Company. He also serves as Chairman of Cova Corporation, Paragon Life Insurance Company, Security Equity Life Insurance Company, and a number of other subsidiaries and affiliates of GenAmerica Corporation. Item 11. EXECUTIVE COMPENSATION Information on this subject is found in the Proxy Statement under the captions "Executive Compensation" and "Nominees and Continuing Directors" and is incorporated herein by reference. The proxy Statement will be filed pursuant to Regulation 14A within 120 days of the end of the Company's fiscal year. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Information of this subject is found in the Proxy Statement under the captions "Common Stock Ownership of Certain Beneficial Owners" and "Nominees and Continuing Directors" and is incorporated herein by reference. The Proxy Statement will be filed pursuant to Regulations 14A within 120 days of the end of the Company's fiscal year. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Information on this subject is found in the Proxy Statement under the caption "Certain Relationships and Related Transactions" and incorporated herein by reference. The Proxy Statement will be filed pursuant to Regulation 14A within 120 days of the end of the Company's fiscal year. 26
27 PART IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) 1. Financial Statements The following consolidated statements are incorporated by reference to the Annual Report for 1999 under the following captions: <TABLE> <CAPTION> Index Page - ----- ---- <S> <C> Consolidated Balance Sheets 44 Consolidated Statements of Income 45 Consolidated Statements of Stockholders' Equity 46-47 Consolidated Statements of Cash Flows 48 Notes to Consolidated Financial Statements 49-69 Independent Auditors' Report 70 </TABLE> 2. Schedules, Reinsurance Group of America, Incorporated and Subsidiaries <TABLE> <CAPTION> Schedule Page - -------- ---- <S> <C> <C> I Summary of Investments 29 II Condensed Financial Information of the Registrant 30 III Supplementary Insurance Information 31-32 IV Reinsurance 33 V Valuation and Qualifying Accounts 34 </TABLE> All other schedules specified in Regulation S-X are omitted for the reason that they are not required, are not applicable, or that equivalent information has been included in the consolidated financial statements, and notes thereto, appearing in Exhibit 13.1 attached hereto. 3. Exhibits See the Index to Exhibits on page 36. (b) The Company filed a Current Report on Form 8-K on October 14, 1999, dated as of September 29, 1999, to report under Item 2 that General American Life Insurance Company ("General American") completed the recapture of the entire block of General American's funding agreement business reinsured by the Company. The Company filed a Current Report on Form 8-K on November 24, 1999, dated as of November 10, 1999, to report under Item 3 that the Circuit Court of Cole County, Missouri, entered a judgement confirming the Plan of Reorganization of General American Mutual Holding Company. The Company filed a Current Report on Form 8-K on December 6, 1999, dated as of November 23, 1999, to report under Item 5 that completed a private placement of securities in which the Company sold 4,784,689 shares of the Company common stock to MetLife. No other reports on Form 8-K were filed during the three months ended December 31, 1999. 27
28 INDEPENDENT AUDITORS' REPORT Board of Directors and Stockholders Reinsurance Group of America, Incorporated: Under date of January 25, 2000, we reported on the consolidated balance sheets of Reinsurance Group of America, Incorporated and subsidiaries (the Company) as of December 31, 1999 and 1998, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1999, as contained in the 1999 annual report to stockholders. These consolidated financial statements and our report thereon are incorporated by reference in the annual report on Form 10-K for the year 1999. In connection with our audits of the aforementioned consolidated financial statements, we also audited the related consolidated financial statement schedules as listed in the accompanying index. These financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statement schedules based on our audits. In our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein. /s/ KPMG LLP St. Louis, Missouri January 25, 2000 28
29 REINSURANCE GROUP OF AMERICA, INCORPORATED SCHEDULE I - SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENTS IN RELATED PARTIES DECEMBER 31, 1999 (in millions) <TABLE> <CAPTION> Amount at Which shown in Fair the Balance Type of Investment Cost Value (3) Sheets (1)(3) - ----------------------------------------- ---------- ---------- ------------- <S> <C> <C> <C> Fixed maturities: Bonds: United States government and government agencies and authorities $ 32.5 $ 31.0 $ 31.0 Foreign governments (2) 332.9 337.4 337.4 Public utilities 341.9 330.9 330.9 All other corporate bonds 1,380.2 1,176.9 1,176.9 ---------- ---------- ------------- Total fixed maturities 2,087.5 1,876.2 1,876.2 ---------- ---------- ------------- Equity securities 12.0 12.0 12.0 Mortgage loans on real estate 213.2 209.9 213.2 Policy loans 660.1 XXX 660.1 Funds withheld at interest 797.9 810.7 797.9 Short-term investments 238.4 XXX 238.4 Other 14.1 XXX 14.1 ---------- ---------- ------------- Total investments $4,023.2 XXX $3,811.9 ========== ========== ============= </TABLE> (1) Fixed maturities are classified as available for sale and carried at fair value. (2) The following exchange rates have been used to convert foreign securities to U.S. dollars: <TABLE> <S> <C> Canadian dollar $0.6876/C$1.00 Argentina dollar $1.0020/A$1.00 Chilean Peso $0.0019/$1.00 Peso Australian dollar $0.6536/$1.00 Aus </TABLE> (3) Fair value represents the closing sales prices of marketable securities. Estimated fair values for private placement securities of $290.8 million, included in all other corporate bonds, are based on the credit quality and duration of marketable securities deemed comparable by the Company, which may be of another issuer. See accompanying independent auditor's report. 29
30 REINSURANCE GROUP OF AMERICA, INCORPORATED SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT (IN THOUSANDS) <TABLE> <CAPTION> 1999 1998 1997 <S> <C> <C> <C> CONDENSED BALANCE SHEETS Assets: Fixed maturity securities (available for sale) $ 535 $ 34,648 $ - Short-term investments 21,298 850 2,575 Cash 3,409 (995) 232 Investment in subsidiaries 688,885 713,057 548,261 Other assets 199,532 106,161 43,809 ---------- ---------- --------- Total assets $ 913,659 $ 853,721 $594,877 Liabilities and stockholders' equity: Long-term debt $ 174,412 $ 99,116 $ 99,027 Other liabilities 6,299 6,128 (3,471) Stockholders' equity 732,948 748,477 499,321 ---------- ---------- --------- Total liabilities and stockholders' equity $ 913,659 $ 853,721 $594,877 CONDENSED STATEMENTS OF INCOME Interest income $ 7,844 $ 4,306 $ 5,584 Dividend from subsidiary 50,000 - - Realized investments gains / (losses), net (7,733) 1,517 827 Operating expenses (3,676) (2,964) (3,067) Interest expense (10,779) (8,050) (7,333) ---------- ---------- --------- Income before income tax and undistributed earnings of subsidiaries 35,656 (5,191) (3,989) Income tax benefit (5,478) (1,609) (1,616) ---------- ---------- --------- Net income before undistributed earnings of subsidiaries 41,134 (3,582) (2,373) Equity in undistributed earnings of subsidiaries (276) 65,663 56,992 ---------- ---------- --------- Net income $ 40,858 $ 62,081 $ 54,619 CONDENSED STATEMENTS OF CASH FLOWS Operating activities: Net income $ 40,858 $ 62,081 $ 54,619 Equity in earnings of subsidiaries 276 (65,663) (56,992) Other, net 5,290 9,501 (239) ---------- ---------- --------- Net cash (used in) provided by operating activities 46,424 5,919 (2,612) Investing activities: Sales of fixed maturity securities available for sale 33,146 21,619 60,257 Purchases of fixed maturity securities available for sale - (115,162) (16,991) Change in short-term investments (20,448) 1,725 12,404 Purchases of subsidiary debt securities (100,000) - - Capital contributions to subsidiaries (144,886) (130,898) (35,230) ---------- ---------- --------- Net cash provided by (used in) investing activities (232,188) (222,716) 20,440 Financing activities: Dividends to stockholders (9,981) (7,254) (5,758) Reissuance (acquisition) of treasury stock, net 229 987 (11,794) Proceeds from long-term debt issuance, net 75,000 - Proceeds from private placement / stock offering 124,920 221,837 - ---------- ---------- --------- Net cash (used in) provided by financing activities 190,168 215,570 (17,552) ---------- ---------- --------- Net change in cash and cash equivalents 4,404 (1,227) 276 Cash and cash equivalents at beginning of year (995) 232 (44) ---------- ---------- --------- Cash and cash equivalents at end of year $ 3,409 $ (995) $ 232 </TABLE> See accompanying independent auditor's report. 30
31 REINSURANCE GROUP OF AMERICA, INCORPORATED SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION (IN THOUSANDS) <TABLE> <CAPTION> as of December 31, --------------------------------------------------------------------- Future Policy Benefits and Interest Deferred Policy Sensitive Contract Other Policy Claims Acquisition Costs Liabilities and Benefits Payable --------------------- --------------------- --------------------- Assumed Ceded Assumed Ceded Assumed Ceded <S> <C> <C> <C> <C> <C> <C> 1997 U.S. operations $203,486 (6,968) 2,735,772 (185,761) 157,240 (13,577) Canada operations 50,506 (505) 278,738 (54,627) 49,267 (34,536) Latin America operations 7,046 - 105,900 (1,243) 30,060 (2,274) Asia Pacific operations 33,633 - 66,760 (32,883) 5,432 (1,470) Other international operations - - 3,054 (6) 1,644 - Discontinued operations 2,680 (36) 23,587 (1,146) 101,205 (31,323) --------- --------- ---------- --------- --------- --------- Total $297,351 (7,509) 3,213,811 (275,666) 344,848 (83,180) ========= ========= ========= ========= ========= ========= 1998 U.S. operations $247,424 (5,691) 3,797,712 (182,275) 261,661 (9,093) Canada operations 56,159 (3,064) 515,632 (60,289) 29,048 (14,881) Latin America operations 9,532 - 138,550 (108) 56,453 (4,894) Asia Pacific operations 45,053 - 89,671 (42,888) 17,021 (6,453) Other international operations 54 - 4,054 - 5,759 - Discontinued operations 1,724 (149) 25,402 (2,224) 112,107 (21,412) --------- --------- --------- --------- --------- --------- Total $359,946 (8,904) 4,571,021 (287,784) 482,049 (56,733) ========= ========= ========= ========= ========= ========= 1999 U.S. operations $360,934 (36,409) 2,503,361 (210,387) 361,725 (37,012) Canada operations 71,394 - 652,609 (88,956) 70,276 (41,492) Latin America operations 21,388 - 170,937 - 79,039 (5,240) Asia Pacific operations 53,893 - 58,949 (319) 19,438 - Other international operations 7,917 (728) 10,261 (651) 9,888 - Discontinued operations - - 19,874 (1,936) 41,700 (5,870) --------- --------- --------- --------- --------- --------- Total $515,526 (37,137) 3,415,991 (302,249) 582,066 (89,614) ========= ========= ========= ========= ========= ========= </TABLE> See accompanying independent auditor's report. 31
32 REINSURANCE GROUP OF AMERICA, INCORPORATED SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION (CONTINUED) (IN THOUSANDS) <TABLE> <CAPTION> as of December 31, ------------------------------------------------------------------------------ Net Benefits, Other Premium Investment Claims and Amortization Operating Income Income Losses of DAC Expenses -------------- -------------- -------------- -------------- -------------- <S> <C> <C> <C> <C> <C> 1997 U.S. operations $ 554,254 141,306 (498,670) (37,469) (79,596) Canada operations 83,563 18,936 (76,265) (10,775) (18,023) Latin America operations 68,190 10,615 (63,590) - (14,465) Asia Pacific operations 36,591 1,126 (21,164) (3,485) (19,494) Other international operations 2,170 383 (1,755) - (4,791) Corporate - 14,718 - - (15,237) ------------- ------------- -------------- -------------- -------------- Total $ 744,768 187,084 (661,444) (51,729) (151,606) ============= ============= ============== ============== ============== 1998 U.S. operations $ 716,244 231,472 (693,034) (58,375) (91,097) Canada operations 144,784 38,857 (128,880) (1,976) (31,130) Latin America operations 98,679 17,785 (94,649) - (18,239) Asia Pacific operations 53,072 2,545 (31,900) (5,918) (23,971) Other international operations 3,641 479 (2,685) (13) (7,450) Corporate - 10,642 - - (17,128) ------------- ------------- -------------- -------------- -------------- Total $1,016,420 301,780 (951,148) (66,282) (189,015) ============= ============= ============== ============== ============== 1999 U.S. operations $ 950,434 250,458 (891,232) (79,614) (101,860) Canada operations 162,482 52,767 (155,993) (349) (26,913) Latin America operations 104,167 23,753 (112,914) (975) (10,574) Asia Pacific operations 73,887 2,182 (46,785) 1,893 (39,227) Other international operations 24,668 775 (13,305) (714) (15,484) Corporate - 10,345 - - (19,964) ------------- ------------- -------------- -------------- -------------- Total $1,315,638 340,280 (1,220,229) (79,759) (214,022) ============= ============= ============== ============== ============== </TABLE> See accompanying independent auditor's report. 32
33 REINSURANCE GROUP OF AMERICA, INCORPORATED SCHEDULE IV - REINSURANCE (IN MILLIONS) <TABLE> <CAPTION> Percentage Ceded to Assumed of Amount Gross Other from Other Net Assumed to Amount Companies Companies Amount Net ------ --------- ---------- -------- ---------- <S> <C> <C> <C> <C> <C> 1997 Life insurance in force $ 83 $28,720 $227,260 $198,623 114.42% Premiums U.S. operations $ 2.4 $ 133.0 $ 684.8 $ 554.2 123.57% Canada operations - 21.8 105.4 83.6 126.08% Latin America operations 56.5 0.8 12.5 68.2 18.33% Asia Pacific operations - 0.8 37.4 36.6 102.19% Other international - 0.1 2.3 2.2 104.55% ------ --------- ---------- -------- Total $58.9 $ 156.5 $ 842.4 $ 744.8 113.10% ====== ========= ========== ======== ========= 1998 Life insurance in force $ 83 $16,171 $330,615 $314,527 105.11% Premiums U.S. operations $ 2.6 $ 186.7 $ 900.3 $ 716.2 125.71% Canada operations - 48.1 192.9 144.8 133.22% Latin America operations 48.4 9.6 59.9 98.7 60.69% Asia Pacific operations - 3.8 56.9 53.1 107.16% Other international - 0.1 3.7 3.6 102.78% ------ --------- ---------- -------- Total $51.0 $ 248.3 $1,213.7 $1,016.4 119.41% ====== ========= ========== ======== ========= 1999 Life insurance in force $ 81 $36,569 $446,943 $410,455 108.89% Premiums U.S. operations $ 2.7 $ 207.8 $1,155.5 $ 950.4 121.58% Canada operations - 56.6 219.1 162.5 134.83% Latin America operations 38.4 1.4 67.1 104.1 64.46% Asia Pacific operations - 2.7 76.6 73.9 103.65% Other international 0.1 0.7 25.3 24.7 102.43% ------ --------- ---------- -------- Total $41.2 $ 269.2 $1,543.6 $1,315.6 117.33% ====== ========= ========== ======== ========= </TABLE> See accompanying independent auditor's report. 33
34 REINSURANCE GROUP OF AMERICA, INCORPORATED SCHEDULE V - VALUATION AND QUALIFYING ACCOUNTS DECEMBER 31, 1999 (in millions) <TABLE> <CAPTION> Charged Balance at Charges to to Other Balance Beginning Costs and Accounts- Deductions- at End Description of Period Expenses Describe Describe of Period - ----------- ----------- ----------- ----------- ----------- ----------- <S> <C> <C> <C> <C> <C> 1997 Mortgage loan valuation allowance $0.3 $0.1 $ - $ - $0.4 ----------- ----------- ----------- ----------- ----------- Total $0.3 $0.1 $ - $ - $0.4 =========== =========== =========== =========== =========== 1998 Mortgage loan valuation allowance $0.4 $0.3 $ - $ - $0.7 ----------- ----------- ----------- ----------- ----------- Total $0.4 $0.3 $ - $ - $0.7 =========== =========== =========== =========== =========== 1999 Mortgage loan valuation allowance $0.7 $ - $ - $ - $0.7 ----------- ----------- ----------- ----------- ----------- Total $0.7 $ - $ - $ - $0.7 =========== =========== =========== =========== =========== </TABLE> See accompanying independent auditor's report. 34
35 SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Reinsurance Group of America, Incorporated. By: /s/ A. Greig Woodring --------------------- A. Greig Woodring President and Chief Executive Officer Date: March 23, 2000 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on March 23, 2000. <TABLE> <CAPTION> Signatures Title <S> <C> <C> /s/ Richard A. Liddy March 23, 2000 Chairman of the Board and Director - -------------------------------------------- Richard A. Liddy /s/ A. Greig Woodring March 23, 2000 President, Chief Executive Officer, - -------------------------------------------- and Director A. Greig Woodring Principal Executive Officer) /s/ J. Cliff Eason March 23, 2000 * Director - -------------------------------------------- J. Cliff Eason /s/ Bernard A. Edison March 23, 2000 * Director - -------------------------------------------- Bernard A. Edison /s/ Stuart I. Greenbaum March 23, 2000 * Director - -------------------------------------------- Stuart I. Greenbaum /s/ William A. Peck, M.D. March 23, 2000 * Director - -------------------------------------------- William A. Peck, M.D. /s/ John H. Tweedie March 23, 2000 * Director - -------------------------------------------- John H. Tweedie /s/ William P. Stiritz March 23, 2000 * Director - -------------------------------------------- William P. Stiritz /s/ H. Edwin Trusheim March 23, 2000 * Director - -------------------------------------------- H Edwin Trusheim /s/ Jack B. Lay March 23, 2000 Executive Vice President and Chief - -------------------------------------------- Financial Officer Jack B. Lay (Principal Financial and Accounting Officer) By: /s/ Jack B. Lay March 23, 2000 - -------------------------------------------- Jack B. Lay Attorney-in-fact </TABLE> 35
36 <TABLE> <CAPTION> INDEX TO EXHIBITS Source Exhibit (See footnotes Number Description that follow) - -------- ---------------------------------------------------- -------------- <S> <C> <C> 2.1 Reinsurance Agreement dated as of December 31, 1992 2 between General American Life Insurance Company ("General American") and General American Life Reinsurance Company of Canada ("RGA Canada") 2.2 Retrocession Agreement dated as of 2 July 1, 1990 between General American and The National Reinsurance Company of Canada, as amended between RGA Canada and General American on December 31, 1992 2.3 Reinsurance Agreement dated as of January 1, 1993 2 between RGA Reinsurance Company ("RGA Reinsurance", formerly "Saint Louis Reinsurance Company") and General American 3.1 Restated Articles of Incorporation of Reinsurance 1 Group of America, Incorporated ("RGA"), as amended 3.2 Bylaws of RGA 1 3.3 Certificate of Designations for Series A Junior 5 Participating Preferred Stock (included as Exhibit A to Exhibit 4.2) 4.1 Form of Specimen Certificate for Common Stock of RGA 2 4.2 Rights Agreement dated as of May 4, 1993, between RGA 5 and ChaseMellon Shareholder Services, L.L.C., as Rights Agent 4.3 Second Amendment to Rights Agreement, dated as of 10 April 22, 1998, between RGA and ChaseMellon Shareholder Services, L.L.C. (as successor to Boatmen's Trust Company), as Rights Agent 4.4 Third Amendment to Rights Agreement dated as of August 12, 1999, between Reinsurance Group of America, Incorporated and ChaseMellon Shareholder Services, L.L.C. (as successor to Boatmen's Trust Company), as Rights Agent, incorporated by reference to Exhibit 4.4 to Form 8-K dated August 10, 1999 (No. 1-11848), filed August 25, 1999 4.5 Fourth Amendment to Rights Agreement dated as of August 23, 1999, between Reinsurance Group of America, Incorporated and ChaseMellon Shareholder Services, L.L.C. (as successor to Boatmen's Trust Company), as Rights Agent, incorporated by reference to Exhibit 4.1 to Form 8-K dated August 26, 1999 (No. 1-11848), filed September 10, 1999. 10.1 Marketing Agreement dated as of January 1, 1993 3 between RGA Reinsurance and General American </TABLE> 36
37 <TABLE> <CAPTION> Source Exhibit (See footnotes Number Description that follow) - -------- ---------------------------------------------------- -------------- <S> <C> <C> 10.2 Tax Allocation Agreement dated October 30, 1992 2 between RGA Reinsurance and General American 10.3 Tax Allocation Agreement dated as of January 15, 1993 2 among RGA, RGA Reinsurance, and General American 10.4 Tax Sharing Agreement dated as of January 15, 1993 2 among RGA, RGA Reinsurance, and General American 10.5 Administrative Services Agreement dated as of 3 January 1, 1993 between RGA and General American 10.6 Administrative Services Agreement dated as of 3 January 1, 1993 between RGA Reinsurance and General American 10.7 Management Agreement dated as of January 1, 1993 2* between RGA Canada and General American 10.8 Investment Advisory Agreement dated as of January 1, 3 1993 between RGA and Conning Asset Management Company, formerly General American Investment Management Company ("CAM") 10.9 Investment Advisory Agreement dated as of 3 January 1, 1993 between RGA Reinsurance and CAM 10.10 Lease Agreement dated as of May 17, 1993 between 4 RGA and General American and Assignment to RGA Reinsurance 10.11 Standard Form of General American Automatic Agreement 2 10.12 Standard Form of General American Facultative Agreement 2 10.13 Standard Form of General American Automatic and 2 Facultative YRT Agreement 10.14 Shareholders' Agreement dated as of November 24, 1992 3* among General American, Fairfield Holding, Adrian N. Baker II, Richard H. Chomeau, and Anthony J. Sutcliffe, as amended with RGA and RGA Reinsurance 10.15 Shareholders' Agreement dated as of March 20, 1992 3* among General American, RGA International, Ltd., formerly G.A. Canadian Holdings, Ltd., Penta-Life Group Inc., Claude M. Genest, Brendan Galligan, Graham Watson, Societe FSA 50 Inc., Aenigma Holdings Limited, Andre St-Amour, and Andre Primeau, as amended with RGA </TABLE> 37
38 <TABLE> <CAPTION> Source Exhibit (See footnotes Number Description that follow) - -------- ---------------------------------------------------- -------------- <S> <C> <C> 10.16 Registration Rights Agreement dated as of April 15, 2 1993 between RGA and General American 10.17 RGA Reinsurance Management Incentive Plan, as amended 6* and restated effective November 1, 1996 10.18 RGA Reinsurance Management Deferred 2* Compensation Plan (ended January 1, 1995) 10.19 RGA Reinsurance Executive Deferred 2* Compensation Plan (ended January 1, 1995) 10.20 RGA Reinsurance Executive Supplemental 2* Retirement Plan (ended January 1, 1995) 10.21 RGA Reinsurance Augmented Benefit Plan 2* (ended January 1, 1995) 10.22 RGA Flexible Stock Plan as amended and restated effective November 1, 1996 6* 10.23 Form of Directors' Indemnification Agreement 2 10.24 RGA Executive Performance Share Plan as amended and restated effective November 1, 1996 6* 10.25 RGA Flexible Stock Plan for Directors 7* 10.26 Employment Agreement dated April 6, 1992 between RGA Canada and Andre St-Amour 8* 10.27 Restricted Stock Award to A. Greig Woodring dated January 28, 1998 9* 13.1 Portions of Annual Report to Shareholders for 1999 __ Incorporated by Reference in the Form 10-K 21.1 Subsidiaries of RGA __ 23.1 Consent of KPMG LLP __ 24.1 Powers of Attorney for Messrs. Trusheim, Stiritz, Tweedie, Peck, Greenbaum, Edison, and Eason __ 27.1 Financial Data Schedule for the year ended December 31, 1999 __ </TABLE> 38
39 1 Documents incorporated by reference to Form 10-Q for the quarter ended September 30, 1999 (No. 1-11848) filed on November 12, 1999 at the corresponding exhibit. 2 Documents incorporated by reference to Amendment No. 1 to Registration Statement on Form S-1 (No. 33-58960), filed on 14 April 1993 at the corresponding exhibit. 3 Documents incorporated by reference to Amendment No. 2 to Registration Statement on Form S-1 (No. 33-58960), filed on 29 April 1993 at the corresponding exhibit. 4 Documents incorporated by reference to Form 10-K for fiscal year ended December 31, 1993 filed 29 March 1994 at the corresponding exhibit. 5 Documents incorporated by reference to Amendment No. 1 to Form 10-Q for the quarter ended March 31, 1997 (No. 1-11848) filed on 21 May 1997 at the corresponding exhibit. 6 Documents incorporated by reference to Form 10-K for the year ended December 31, 1996 (No. 1-11848) filed on 24 March 1997 at the corresponding exhibit. 7 Documents incorporated by reference to Registration Statement on Form S-8 (No. 333-27167) filed on 15 May 1997 at the corresponding exhibit. 8 Documents incorporated by reference to Form 10-K for the year ended December 31, 1997 (No. 1-11848) filed on 25 March 1998 at the corresponding exhibit. 9 Documents incorporated by reference to Form 10-Q/A Amendment No. 1 for the quarter ended March 31, 1998 (No. 1-11848) filed on 14 May 1998 at the corresponding exhibit. 10 Documents incorporated by reference to Registration Statement on Form S-3 (No. 333-5177) filed on 4 June 1998 at the corresponding exhibit. * Represents a management contract or compensatory plan or arrangement required to be filed as an exhibit to this form pursuant to Item 14(c) of this Part IV. 39