UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005 OR [ ] 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 (IRS EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 1370 TIMBERLAKE MANOR PARKWAY CHESTERFIELD, MISSOURI 63017 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (636) 736-7439 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) 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 WHETHER THE REGISTRANT IS AN ACCELERATED FILER (AS DEFINED IN RULE 12b-2 OF THE EXCHANGE ACT). YES [X] NO [ ] COMMON STOCK OUTSTANDING ($.01 PAR VALUE) AS OF JULY 31, 2005: 62,638,633 SHARES
REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES TABLE OF CONTENTS <TABLE> <CAPTION> ITEM PAGE - ---- ---- <S> <C> PART I - FINANCIAL INFORMATION 1 Financial Statements Condensed Consolidated Balance Sheets (Unaudited) June 30, 2005 and December 31, 2004 3 Condensed Consolidated Statements of Income (Unaudited) Three and six months ended June 30, 2005 and 2004 4 Condensed Consolidated Statements of Cash Flows (Unaudited) Six months ended June 30, 2005 and 2004 5 Notes to Condensed Consolidated Financial Statements (Unaudited) 6 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 12 3 Quantitative and Qualitative Disclosures About Market Risk 31 4 Controls and Procedures 31 PART II - OTHER INFORMATION 1 Legal Proceedings 31 2 Unregistered Sales of Equity Securities and Use of Proceeds 32 4 Submission of Matters to a Vote of Security Holders 32 6 Exhibits 32 Signatures 33 Index to Exhibits 34 </TABLE> 2
REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) <TABLE> <CAPTION> June 30, December 31, 2005 2004 ------------ ------------ (Dollars in thousands) <S> <C> <C> ASSETS Fixed maturity securities: $ 6,319,564 $ 6,023,696 Available-for-sale at fair value (amortized cost of $5,726,188 and $5,634,757 at June 30, 2005 and December 31, 2004, respectively) Mortgage loans on real estate 627,880 609,292 Policy loans 953,316 957,564 Funds withheld at interest 3,020,301 2,734,655 Short-term investments 33,429 31,964 Other invested assets 227,608 207,054 ------------ ------------ Total investments 11,182,098 10,564,225 Cash and cash equivalents 159,111 152,095 Accrued investment income 80,416 58,076 Premiums receivable 439,469 376,298 Reinsurance ceded receivables 474,799 434,264 Deferred policy acquisition costs 2,344,920 2,225,974 Other reinsurance balances 156,829 159,440 Other assets 191,928 77,757 ------------ ------------ Total assets $ 15,029,570 $ 14,048,129 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Future policy benefits $ 4,343,918 $ 4,097,722 Interest sensitive contract liabilities 5,111,861 4,900,600 Other policy claims and benefits 1,513,983 1,316,225 Other reinsurance balances 185,986 247,164 Deferred income taxes 715,473 561,985 Other liabilities 115,858 81,209 Short-term debt 176,570 56,078 Long-term debt 226,772 349,704 Company-obligated mandatorily redeemable preferred securities of subsidiary trust holding solely junior subordinated debentures of the Company 158,483 158,417 ------------ ------------ Total liabilities 12,548,904 11,769,104 Commitments and contingent liabilities - - Stockholders' Equity: Preferred stock (par value $.01 per share; 10,000,000 shares authorized; no shares issued or outstanding) - - Common stock (par value $.01 per share; 140,000,000 shares authorized; 63,128,273 shares issued at June 30, 2005 and December 31, 2004) 631 631 Warrants 66,915 66,915 Additional paid-in-capital 1,048,828 1,046,515 Retained earnings 923,684 846,572 Accumulated other comprehensive income: Accumulated currency translation adjustment, net of income taxes 65,393 93,691 Unrealized appreciation of securities, net of income taxes 389,430 244,675 ------------ ------------ Total stockholders' equity before treasury stock 2,494,881 2,298,999 Less treasury shares held of 489,640 and 683,245 at cost at June 30, 2005 and December 31, 2004, respectively (14,215) (19,974) ------------ ------------ Total stockholders' equity 2,480,666 2,279,025 ------------ ------------ Total liabilities and stockholders' equity $ 15,029,570 $ 14,048,129 ============ ============ </TABLE> See accompanying notes to condensed consolidated financial statements (unaudited). 3
REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) <TABLE> <CAPTION> Three months ended June 30, Six months ended June 30, ----------------------------- ---------------------------- 2005 2004 2005 2004 -------------- ------------- ------------- ------------- <S> <C> <C> <C> <C> REVENUES: (Dollars in thousands, except per share data) Net premiums $ 931,354 $ 797,308 $ 1,833,174 $ 1,611,182 Investment income, net of related expenses 146,284 134,185 303,337 267,745 Investment related gains, net 12,950 12,691 16,929 31,107 Change in value of embedded derivatives (19,917) 17,472 2,644 18,994 Other revenues 20,661 14,759 31,464 26,609 -------------- ------------- ------------- ------------- Total revenues 1,091,332 976,415 2,187,548 1,955,637 BENEFITS AND EXPENSES: Claims and other policy benefits 827,930 634,802 1,565,983 1,281,856 Interest credited 38,615 44,332 93,668 91,350 Policy acquisition costs and other insurance expenses 157,855 134,157 301,831 277,225 Change in deferred acquisition costs associated with change in value of embedded derivatives (13,604) 13,293 2,104 17,493 Other operating expenses 38,032 34,896 71,038 68,425 Interest expense 9,895 9,542 19,780 19,080 -------------- ------------- ------------- ------------- Total benefits and expenses 1,058,723 871,022 2,054,404 1,755,429 Income from continuing operations before income taxes 32,609 105,393 133,144 200,208 Provision for income taxes 7,449 37,003 40,720 68,824 -------------- ------------- ------------- ------------- Income from continuing operations 25,160 68,390 92,424 131,384 Discontinued operations: Loss from discontinued accident and health operations, net of income taxes (3,343) (3,053) (4,050) (3,947) -------------- ------------- ------------- ------------- Income before cumulative effect of change in accounting principle 21,817 65,337 88,374 127,437 Cumulative effect of change in accounting principle, net of income taxes - - - (361) -------------- ------------- ------------- ------------- Net income $ 21,817 $ 65,337 $ 88,374 $ 127,076 ============== ============= ============= ============= BASIC EARNINGS PER SHARE: Income from continuing operations $ 0.40 $ 1.10 $ 1.48 $ 2.11 Discontinued operations (0.05) (0.05) (0.07) (0.06) Cumulative effect of change in accounting principle - - - (0.01) -------------- ------------- ------------- ------------- Net income $ 0.35 $ 1.05 $ 1.41 $ 2.04 ============== ============= ============= ============= DILUTED EARNINGS PER SHARE: Income from continuing operations $ 0.39 $ 1.09 $ 1.45 $ 2.09 Discontinued operations (0.05) (0.05) (0.06) (0.06) Cumulative effect of change in accounting principle - - - - -------------- ------------- ------------- ------------- Net income $ 0.34 $ 1.04 $ 1.39 $ 2.03 ============== ============= ============= ============= DIVIDENDS DECLARED PER SHARE $ 0.09 $ 0.06 $ 0.18 $ 0.12 ============== ============= ============= ============= </TABLE> See accompanying notes to condensed consolidated financial statements (unaudited). 4
REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) <TABLE> <CAPTION> Six months ended June 30, ------------------------ 2005 2004 ---------- ---------- (Dollars in thousands) <S> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 88,374 $ 127,076 Adjustments to reconcile net income to net cash provided by operating activities: Change in: Accrued investment income (22,584) (24,484) Premiums receivable (72,993) 90,216 Deferred policy acquisition costs (156,899) (190,057) Reinsurance ceded balances (40,535) 81,060 Future policy benefits, other policy claims and benefits, and other reinsurance balances 447,292 297,197 Deferred income taxes 95,349 55,396 Other assets and other liabilities, net (97,525) (27,892) Amortization of net investment discounts and other (16,275) (17,153) Investment related gains, net (16,929) (31,107) Other, net 1,919 (11,448) ---------- ---------- Net cash provided by operating activities 209,194 348,804 CASH FLOWS FROM INVESTING ACTIVITIES: Sales of fixed maturity securities - available for sale 816,369 668,201 Maturities of fixed maturity securities - available for sale 72,295 10,749 Purchases of fixed maturity securities - available for sale (961,349) (916,031) Sales of mortgage loans - 13,927 Cash invested in mortgage loans on real estate (28,496) (86,072) Cash invested in policy loans (8,294) (2,381) Cash invested in funds withheld at interest (35,831) (24,549) Principal payments on mortgage loans on real estate 9,719 12,041 Principal payments on policy loans 12,541 4,140 Change in short-term investments and other invested assets (23,042) (43,155) ---------- ---------- Net cash used in investing activities (146,088) (363,130) CASH FLOWS FROM FINANCING ACTIVITIES: Dividends to stockholders (11,262) (7,468) Net borrowings under credit agreements - 4,600 Exercise of stock options 4,913 6,181 Excess deposits (payments) on universal life and other investment type policies and contracts (47,402) 54,263 ---------- ---------- Net cash provided by (used in) financing activities (53,751) 57,576 Effect of exchange rate changes (2,339) (520) ---------- ---------- Change in cash and cash equivalents 7,016 42,730 Cash and cash equivalents, beginning of period 152,095 84,586 ---------- ---------- Cash and cash equivalents, end of period $ 159,111 $ 127,316 ========== ========== Supplementary information: Cash paid for interest $ 19,256 $ 18,915 Cash paid for income taxes $ 77,805 $ 24,686 </TABLE> See accompanying notes to condensed consolidated financial statements (unaudited). 5
REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of Reinsurance Group of America, Incorporated ("RGA") and its subsidiaries (collectively, the "Company") have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. Operating results for the six-month period ended June 30, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's 2004 Annual Report on Form 10-K ("2004 Annual Report") filed with the Securities and Exchange Commission on March 3, 2005. The accompanying unaudited condensed consolidated financial statements include the accounts of Reinsurance Group of America, Incorporated and its subsidiaries. All material intercompany accounts and transactions have been eliminated. The Company has reclassified the presentation of certain prior-period information to conform to the 2005 presentation. Prior to January 1, 2003, the Company applied Accounting Principles Board ("APB") Opinion No. 25 in accounting for its stock plans and, accordingly, no compensation cost was recognized for its stock options in the financial statements. For issuances under employee stock plans after January 1, 2003, the Company follows the provisions of Statement of Financial Accounting Standards ("SFAS") No. 123, as amended by SFAS 148, when recording its compensation expense. Had the Company determined compensation cost based on the fair value at the grant date for all stock option grants under SFAS No. 123, the Company's net income and earnings per share would have been reduced to the pro forma amounts indicated below. The effects of applying SFAS No. 123 may not be representative of the effects on reported net income for future years. <TABLE> <CAPTION> (in thousands, except per share information) THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, 2005 2004 2005 2004 --------- --------- --------- ---------- <S> <C> <C> <C> <C> Net income as reported $ 21,817 $ 65,337 $ 88,374 $ 127,076 Add compensation expense included in net income, net of income taxes 1,121 653 2,242 1,188 Deduct total fair value of compensation expense for all awards, net of income taxes (1,475) (1,115) (2,950) (2,271) --------- --------- --------- ---------- Pro forma net income 21,463 $ 64,875 $ 87,666 $ 125,993 Net income per share: As reported - basic $ 0.35 $ 1.05 $ 1.41 $ 2.04 Pro forma - basic $ 0.34 $ 1.04 $ 1.40 $ 2.02 As reported - diluted $ 0.34 $ 1.04 $ 1.39 $ 2.03 Pro forma - diluted $ 0.34 $ 1.03 $ 1.37 $ 2.01 ========= ========= ========= ========== </TABLE> 6
2. EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share on income from continuing operations (dollars in thousands, except per share information): <TABLE> <CAPTION> THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, 2005 2004 2005 2004 ---------- ---------- ---------- ---------- <S> <C> <C> <C> <C> Earnings: Income from continuing operations (numerator for basic and diluted calculations) $ 25,160 $ 68,390 $ 92,424 $ 131,384 Shares: Weighted average outstanding shares (denominator for basic calculation) 62,628 62,275 62,591 62,243 Equivalent shares from outstanding stock options 1,136 480 1,215 480 ---------- ---------- ---------- ---------- Denominator for diluted calculation 63,764 62,755 63,806 62,723 Earnings per share: Basic $ 0.40 $ 1.10 $ 1.48 $ 2.11 Diluted $ 0.39 $ 1.09 $ 1.45 $ 2.09 ========== ========== ========== ========== </TABLE> The calculation of equivalent shares from outstanding stock options does not include the impact of options or warrants having a strike or conversion price that exceeds the average stock price for the earnings period, as the result would be antidilutive. The calculation of equivalent shares also excludes the impact of outstanding performance contingent shares as the conditions necessary for their issuance have not been satisfied as of the end of the reporting period. For the three and six month periods ended June 30, 2005, approximately 0.3 million stock options and 0.3 million performance contingent shares were excluded from the calculation. For the three and six months ended June 30, 2004, approximately 0.1 million performance contingent shares and all outstanding warrants were excluded from the calculation. 3. COMPREHENSIVE INCOME The following schedule reflects the change in accumulated other comprehensive income (dollars in thousands): <TABLE> <CAPTION> THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, 2005 JUNE 30, 2004 JUNE 30, 2005 JUNE 30, 2004 ------------- ------------- ------------- ------------- <S> <C> <C> <C> <C> Net income $ 21,817 $ 65,337 $ 88,374 $ 127,076 Accumulated other comprehensive income (expense), net of income tax: Unrealized gains (losses), net of reclassification adjustment for gains (losses) included in net income 178,605 (152,965) 144,755 (95,500) Foreign currency items (19,899) (17,287) (28,298) (22,776) ---------- ---------- ---------- ---------- Comprehensive income (loss) $ 180,523 $ (104,915) $ 204,831 $ 8,800 ========== ========== ========== ========== </TABLE> 4. SEGMENT INFORMATION The accounting policies of the segments are the same as those described in the Summary of Significant Accounting Policies in Note 2 of the 2004 Annual Report. The Company measures segment performance primarily based on profit or loss from operations before income taxes. There are no intersegment reinsurance transactions and the Company does not have any material long-lived assets. Investment income is allocated to the segments based upon average assets and related capital levels deemed appropriate to support the segment business volumes. 7
Information related to total revenues and income (loss) from continuing operations before income taxes for each reportable segment are summarized below (dollars in thousands). <TABLE> <CAPTION> THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, 2005 JUNE 30, 2004 JUNE 30, 2005 JUNE 30, 2004 ------------- ------------- ------------- ------------- <S> <C> <C> <C> <C> TOTAL REVENUES U.S $ 669,379 $ 662,969 $ 1,385,955 $ 1,313,533 Canada 108,067 92,167 211,451 177,642 Europe & South Africa 135,287 121,337 279,295 243,681 Asia Pacific 154,597 90,008 278,766 198,264 Corporate & Other 24,002 9,934 32,081 22,517 ------------- ------------- ------------- ------------- Total $ 1,091,332 $ 976,415 $ 2,187,548 $ 1,955,637 ============= ============= ============= ============= INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES U.S $ 30,556 $ 75,810 $ 96,540 $ 146,057 Canada 20,279 21,211 44,488 37,131 Europe & South Africa (6,641) 11,829 8,117 18,089 Asia Pacific 13,831 4,694 18,603 11,491 Corporate & Other (25,416) (8,151) (34,604) (12,560) ------------- ------------- ------------- ------------- Total $ 32,609 $ 105,393 $ 133,144 $ 200,208 ============= ============= ============= ============= </TABLE> 5. COMMITMENTS AND CONTINGENT LIABILITIES The Company has commitments to fund investments in limited partnerships in the amount of $38.2 million at June 30, 2005. The Company anticipates that the majority of these amounts will be invested over the next five years. Investments in limited partnerships are carried at cost and included in Other invested assets in the condensed consolidated balance sheets. The Company is currently a party to two arbitrations that involve its discontinued accident and health business, including personal accident business (including London market excess of loss business) and workers' compensation carve-out business. In addition, the Company is currently a party to litigation that involves the claim of a broker to commissions on a medical reinsurance arrangement. As of June 30, 2005, the parties involved in these actions raised claims, or established reserves that may result in claims, in the amount of $20.1 million, which is $19.4 million in excess of the amounts held in reserve by the Company. The Company generally has little information regarding any reserves established by ceding companies, and must rely on management estimates to establish policy claim liabilities. It is possible that any such reserves could be increased in the future. The Company believes it has substantial defenses upon which to contest these claims, including but not limited to misrepresentation and breach of contract by direct and indirect ceding companies. In addition, the Company is in the process of auditing ceding companies that may have threatened arbitration, asserted claims, or indicated that they anticipate asserting claims in the future against the Company in the amount of $22.5 million, which is $19.2 million in excess of the amounts held in reserve or retroceded by the Company as of June 30, 2005. These claims appear to relate to life, personal accident business (including London market excess of loss business), and workers' compensation carve-out business. Depending upon the audit findings or other developments in these cases, they could result in litigation or arbitrations in the future. See Note 20, "Discontinued Operations" of the 2004 Annual Report for more information. Additionally, from time to time, the Company is subject to litigation and arbitration related to its life reinsurance business and to employment-related matters in the normal course of its business. While it is not feasible to predict or determine the ultimate outcome of the pending litigation or arbitrations or provide reasonable ranges of potential losses, it is the opinion of management, after consultation with counsel, that their outcomes, after consideration of the provisions made in the Company's condensed consolidated financial statements, would not have a material adverse effect on its consolidated financial position. However, it is possible that an adverse outcome could, from time to time, have a material adverse effect on the Company's consolidated net income or cash flows in particular quarterly or annual periods. 8
The Company has reinsured privately-owned pension funds that were formed as a result of reform and privatization of Argentina's social security system. The Company ceased renewal of reinsurance treaties associated with privatized pension contracts in Argentina during 2001 because of adverse experience on this business, as several aspects of the pension fund claims flow did not develop as was contemplated when the reinsurance programs were initially priced. It is the Company's position that certain actions of the Argentine government, which have artificially inflated claim payments and which may affect future results from this business for the Company, constitute violations of the Treaty on Encouragement and Reciprocal Protection of Investments between the Argentine Republic and the United States of America, dated November 14, 1991 (the "Treaty"). The Company has filed a request for arbitration of its dispute relating to these violations pursuant to the Washington Convention of 1965 on the Settlement of Investment Disputes under the auspices of the International Centre for Settlement of Investment Disputes of the World Bank (the "ICSID Arbitration"). The request for arbitration was officially registered in November of 2004. In addition, because of the regulatory action that has accelerated payment of the deferred disability claims, during the third quarter of 2004, the Company formally notified the Administradoras de Fondos de Jubilaciones y Pensiones ("AFJP") ceding companies that it will no longer make claim payments it believes to be artificially inflated, as it has been doing for some time under a reservation of rights, but rather will pay claims only on the basis of the market value of the AFJP fund units. This formal notification could result in litigation or arbitrations in the future. In the second quarter of 2005, the Company increased the amount of liabilities associated with the AFJP business by $24.0 million, so that the overall amount of the liabilities reflects the Company's current estimate of the value of its obligations. The Company commuted a treaty with one of its larger clients during the second quarter of 2005 and is in discussions with the remaining clients regarding settlement of all obligations under the remaining treaties. While it is not feasible to predict or determine the ultimate outcome of the contemplated ICSID Arbitration, or litigation or arbitrations that may occur in Argentina in the future, or provide reasonable ranges of potential losses if the Argentine government continues with its present course of action, it is the opinion of management, after consultation with counsel, that their outcomes, after consideration of the provisions made in the Company's financial statements, would not have a material adverse effect on its consolidated financial position. However, it is possible that an adverse outcome could, from time to time, have a material adverse effect on the Company's consolidated net income or cash flows in particular quarterly or annual periods. 6. EMPLOYEE BENEFIT PLANS The components of net periodic benefit costs were as follows (dollars in thousands): <TABLE> <CAPTION> FOR THE THREE MONTHS FOR THE SIX MONTHS ENDED JUNE 30, ENDED JUNE 30, 2005 2004 2005 2004 ---------- ---------- ---------- ---------- <S> <C> <C> <C> <C> NET PERIODIC PENSION BENEFIT COST: Service cost $ 475 $ 442 $ 1,023 $ 884 Interest cost 412 315 794 631 Expected return on plan assets (278) (194) (578) (386) Amortization of prior service cost 6 9 15 18 Amortization of prior actuarial loss 137 43 177 85 ---------- ---------- ---------- ---------- Net periodic pension benefit cost $ 752 $ 615 $ 1,431 $ 1,232 ========== ========== ========== ========== NET PERIODIC OTHER BENEFITS COST: Service cost $ 102 $ 94 $ 205 $ 188 Interest cost 99 91 198 182 Expected return on plan assets -- -- -- -- Amortization of prior service cost -- -- -- -- Amortization of prior actuarial loss 18 18 35 36 ---------- ---------- ---------- ---------- Net periodic other benefits cost $ 219 $ 203 $ 438 $ 406 ========== ========== ========== ========== </TABLE> The Company paid $1.7 million in pension contributions during the first quarter of 2005 and expects this to be the only contribution for the year. 9
7. FINANCING ACTIVITIES On June 7, 2005, the Company entered into a revolving credit facility whereby it may borrow (pound)15.0 million. The Company immediately borrowed (pound)15.0 million under the facility, using the funds to repay the outstanding debt under a credit facility held by the Company's wholly-owned subsidiary, RGA Holdings Limited, which expired during the second quarter. The capacity and payment schedule are the same and the interest rate is comparable to the expired facility. At June 30, 2005 the maximum amount of borrowings (approximately $26.9 million) were outstanding under this credit facility. 8. NEW ACCOUNTING STANDARDS In June 2005, the Financial Accounting Standards Board ("FASB") completed its review of Emerging Issues Task Force ("EITF") Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments ("EITF 03-1"). EITF 03-1 provides accounting guidance regarding the determination of when an impairment of debt and marketable equity securities and investments accounted for under the cost method should be considered other-than-temporary and recognized in income. EITF 03-1 also requires certain quantitative and qualitative disclosures for debt and marketable equity securities classified as available-for-sale or held-to-maturity under SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities ("SFAS 115"), that are impaired at the balance sheet date but for which an other-than-temporary impairment has not been recognized. The FASB decided not to provide additional guidance on the meaning of other-than-temporary impairment but will issue FASB Staff Position Paper ("FSP") 115-1, The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments ("FSP 115-1"), superceding EITF 03-1 and EITF Topic D-44, Recognition of Other-Than-Temporary Impairment on the Planned Sale of a Security Whose Cost Exceeds Fair Value ("Topic D-44"). FSP 115-1 will nullify the accounting guidance on the determination of whether an investment is other-than-temporarily impaired as set forth in paragraphs 10-18 of EITF 03-1 and replace those paragraphs with references to already existing guidance. FSP 115-1 will also clarify and codify the guidance set forth in Topic D-44. FSP 115-1 is effective for other-than-temporary impairment analysis conducted in periods beginning after September 15, 2005. The Company has complied with the disclosure requirements of EITF 03-1, which were effective December 31, 2003 and remain in effect. Therefore, FSP 115-1 is not expected to have a material impact on the Company's unaudited interim condensed consolidated financial statements. In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20 and SFAS No. 3 ("SFAS 154"). The Statement is a result of a broader effort by the FASB to converge standards with the International Accounting Standards Board ("IASB"). The Statement requires retrospective application to prior periods' financial statements for a voluntary change in accounting principle unless it is impracticable. It also requires that a change in method of depreciation, amortization, or depletion for long-lived, nonfinancial assets be accounted for as a change in accounting estimate rather than a change in accounting principle. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. SFAS 154 is not expected to have a material impact on the Company's unaudited interim condensed consolidated financial statements. In December 2004, the FASB revised SFAS No. 123 "Accounting for Stock Based Compensation" ("SFAS 123") to "Share-Based Payment" ("SFAS 123(r)"). SFAS 123(r) provides additional guidance on determining whether certain financial instruments awarded in share-based payment transactions are liabilities. SFAS 123(r) also requires that the cost of all share-based transactions be recorded in the financial statements. The revised pronouncement will be adopted by the Company during the first quarter of 2006. The Company expects SFAS 123(r) will increase compensation expense by approximately $1.1 million in 2006. In July 2003, the Accounting Standards Executive Committee issued Statement of Position ("SOP") 03-1, "Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts." SOP 03-1 provides guidance on separate account presentation and valuation, the accounting for sales inducements and the classification and valuation of long-duration contract liabilities. The Company adopted the provisions of SOP 03-1 on January 1, 2004, recording a charge of $361 thousand, net of income taxes. 10
9. METLIFE ANNOUNCEMENTS On January 31, 2005, MetLife announced an agreement to purchase Travelers Life & Annuity and substantially all of Citigroup's international insurance business. To help finance that transaction, MetLife indicated that it would consider select asset sales, including its holdings of RGA's common stock. On April 22, 2005, MetLife further announced that since January 31, it had entered into agreements for the sale of certain assets, and determined that it has sufficient alternate means of financing the acquisition so that it does not expect to sell its interest in RGA to generate funds for that acquisition. 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Our primary business is life reinsurance, which involves reinsuring life insurance policies that are often in force for the remaining lifetime of the underlying individuals insured, with premiums earned typically over a period of 10 to 30 years. Each year, however, a portion of the business under existing treaties terminates due to, among other things, lapses or surrenders of underlying policies, deaths of policyholders, and the exercise of recapture options by ceding companies. We derive revenues primarily from renewal premiums from existing reinsurance treaties, new business premiums from existing or new reinsurance treaties, income earned on invested assets, and fees earned from financial reinsurance transactions. We believe that industry trends have not changed materially from those discussed in our 2004 Annual Report. Our profitability primarily depends on the volume and amount of death claims incurred and our ability to adequately price the risks we assume. While death claims are reasonably predictable over a period of many years, claims become less predictable over shorter periods and are subject to significant fluctuation from quarter to quarter and year to year. Effective July 1, 2003, we increased the maximum amount of coverage that we retain per life from $4 million to $6 million. This increase does not affect business written prior to July 1, 2003. Claims in excess of this retention amount are retroceded to retrocessionaires; however, we remain fully liable to the ceding company, our customer, for the entire amount of risk we assume. The increase in our retention limit from $4 million to $6 million reduces the amount of premiums we pay to our retrocessionaires, but increases the maximum impact a single death claim can have on our results and therefore may result in additional volatility to our results from operations. We believe our sources of liquidity are sufficient to cover the potential increase in claims payments on both a short-term and long-term basis. We measure performance based on income or loss from continuing operations before income taxes for each of our five segments. Our U.S., Canada, Asia Pacific and Europe & South Africa operations provide traditional life reinsurance to clients. Our U.S. operations also provide asset-intensive and financial reinsurance products. We also provide insurers with critical illness reinsurance in our Canada, Asia Pacific and Europe & South Africa operations. Asia Pacific operations provide a limited amount of financial reinsurance. The Corporate and Other segment results include the corporate investment activity, general corporate expenses, interest expense of RGA, RGA Technology Partners, Inc., a wholly-owned subsidiary that develops and markets technology solutions, Argentine business in run-off and the provision for income taxes. Our discontinued accident and health operations are not reflected in our results from continuing operations. RESULTS OF OPERATIONS Consolidated income from continuing operations before income taxes decreased $72.8 million, or 69.1%, and $67.1 million, or 33.5%, for the second quarter and first six months of 2005, respectively. The decrease was primarily due to high claims levels in the U.S. and the UK along with an increase to reserves for the Argentine pension business, which is currently in run-off. Consolidated net premiums increased $134.0 million, or 16.8%, and $222.0 million, or 13.8% during the second quarter and first six months of 2005. Consolidated investment income, net of related expenses, increased $12.1 million, or 9.0%, and $35.6 million, or 13.3%, during the second quarter and first six months of 2005, respectively, primarily due to a larger invested asset base. Invested assets as of June 30, 2005 totaled $11.2 billion, a 19.3% increase over June 30, 2004. The average yield earned on investments excluding funds withheld increased to 5.99% during the second quarter of 2005 from 5.79% for the second quarter of 2004. The average yield will vary from quarter to quarter and year to year depending on a number of variables, including the prevailing interest rate and credit spread environment and changes in the mix of our underlying investments. Investment income and a portion of realized gains (losses) are allocated to the segments based upon average assets and related capital levels deemed appropriate to support the segment business volumes. The effective tax rate on a consolidated basis was 22.8% for the second quarter of 2005, compared to 35.1% for the prior-year period. The lower rate in the current period was due to the utilization of tax loss carryforwards of $2.7 million, for which no prior financial statement benefit had been taken. 12
CRITICAL ACCOUNTING POLICIES Our accounting policies are described in Note 2 in the 2004 Annual Report. We believe our most critical accounting policies include the capitalization and amortization of deferred acquisition costs; the establishment of liabilities for future policy benefits, other policy claims and benefits, including incurred but not reported claims; the valuation of investment impairments; and the establishment of arbitration or litigation reserves. The balances of these accounts are significant to our financial position and require extensive use of assumptions and estimates, particularly related to the future performance of the underlying business. Additionally, for each of our reinsurance contracts, we must determine if the contract provides indemnification against loss or liability relating to insurance risk, in accordance with applicable accounting standards. We must review all contractual features, particularly those that may limit the amount of insurance risk to which the Company is subject or features that delay the timely reimbursement of claims. If we determine that the possibility of a significant loss from insurance risk will occur only under remote circumstances, we record the contract under a deposit method of accounting with the net amount receivable or payable reflected in other reinsurance assets or liabilities on the consolidated balance sheets. Fees earned on the contracts are reflected as other revenues, as opposed to net premiums, on the consolidated statements of income. Costs of acquiring new business, which vary with and are primarily related to the production of new business, have been deferred to the extent that such costs are deemed recoverable from future premiums or gross profits. Deferred policy acquisition costs ("DAC") reflect our expectations about the future experience of the business in force and include commissions and allowances as well as certain costs of policy issuance and underwriting. Some of the factors that can affect the carrying value of DAC include mortality assumptions, interest spreads and policy lapse rates. We perform periodic tests to determine that DAC remains recoverable, and the cumulative amortization is re-estimated and, if necessary, adjusted by a cumulative charge or credit to current operations. Liabilities for future policy benefits under long-term life insurance policies (policy reserves) are computed based upon expected investment yields, mortality and withdrawal (lapse) rates, and other assumptions, including a provision for adverse deviation from expected claim levels. We primarily rely on our own valuation and administration systems to establish policy reserves. The policy reserves we establish may differ from those established by the ceding companies due to the use of different mortality and other assumptions. However, we rely upon our clients to provide accurate data, including policy-level information, premiums and claims, which is the primary information used to establish reserves. Our administration departments work directly with our clients to help ensure information is submitted by them in accordance with the reinsurance contracts. Additionally, we perform periodic audits of the information provided by ceding companies. We establish reserves for processing backlogs with a goal of clearing all backlogs within a ninety-day period. The backlogs are usually due to data errors we discover or computer file compatibility issues, since much of the data reported to us is in electronic format and is uploaded to our computer systems. We periodically review actual historical experience and relative anticipated experience compared to the assumptions used to establish aggregate policy reserves. Further, we establish premium deficiency reserves if actual and anticipated experience indicates that existing aggregate policy reserves together with the present value of future gross premiums are not sufficient to cover the present value of future benefits, settlement and maintenance costs and to recover unamortized acquisition costs. The premium deficiency reserve is established through a charge to income, as well as a reduction to unamortized acquisition costs and, to the extent there are no unamortized acquisition costs, an increase to future policy benefits. Because of the many assumptions and estimates used in establishing reserves and the long-term nature of our reinsurance contracts, the reserving process, while based on actuarial science, is inherently uncertain. If our assumptions, particularly on mortality, are not accurate, our reserves may not be adequate to pay claims and there could be a material adverse effect on our results of operations and financial condition. Other policy claims and benefits include claims payable for incurred but not reported losses, which are determined using case-basis estimates and lag studies of past experience. These estimates are periodically reviewed and any adjustments to such estimates, if necessary, are reflected in current operations. The time lag from the date of the claim or death to the date when the ceding company reports the claim to us can vary significantly by ceding 13
company and business segment, but generally averages around 2.5 months on a consolidated basis. We update our analysis of incurred but not reported claims, including lag studies, on a quarterly basis and adjust our claim liabilities accordingly. The adjustments in a given period are generally not significant relative to the overall policy liabilities and may result in an increase or decrease in liabilities. We primarily invest in fixed maturity securities. We monitor our fixed maturity securities to determine potential impairments in value. In conjunction with our external investment managers, we evaluate factors such as the financial condition of the issuer, payment performance, the extent to which the market value has been below amortized cost, compliance with covenants, general market and industry sector conditions, the intent and ability to hold securities, and various other subjective factors. Securities, based on management's judgments, with an other-than-temporary impairment in value are written down to management's estimate of fair value. Differences in actual experience compared with the assumptions and estimates utilized in the justification of the recoverability of DAC, in establishing reserves for future policy benefits and claim liabilities, or in the determination of other-than-temporary impairments to investment securities can have a material effect on our results of operations and financial condition. The Company is currently a party to various litigation and arbitrations. While it is not feasible to predict or determine the ultimate outcome of the pending litigation or arbitrations or even provide reasonable ranges of potential losses, it is the opinion of management, after consultation with counsel, that the outcomes of such litigation and arbitrations, after consideration of the provisions made in the Company's consolidated financial statements, would not have a material adverse effect on its consolidated financial position. However, it is possible that an adverse outcome could, from time to time, have a material adverse effect on the Company's consolidated net income or cash flows in particular quarterly or annual periods. See Note 20, "Discontinued Operations" of the 2004 Annual Report for more information. Further discussion and analysis of the results for 2005 compared to 2004 are presented by segment. Certain prior-year amounts have been reclassified to conform to the current-year presentation. References to income before income taxes exclude the effects of discontinued operations and the cumulative effect of changes in accounting principles. U.S. OPERATIONS U.S. operations consist of two major sub-segments: Traditional and Non-Traditional. The Traditional sub-segment primarily specializes in mortality-risk reinsurance. The Non-traditional category consists of Asset-Intensive and Financial Reinsurance. FOR THE THREE MONTHS ENDED JUNE 30, 2005 (IN THOUSANDS) <TABLE> <CAPTION> NON-TRADITIONAL TOTAL ASSET- FINANCIAL U.S. TRADITIONAL INTENSIVE REINSURANCE OPERATIONS ------------ ------------ ------------ ------------ <S> <C> <C> <C> <C> REVENUES: Net premiums $ 574,795 $ 1,117 $ -- $ 575,912 Investment income, net of related expenses 59,475 42,545 (8) 102,012 Investment related gains (losses), net 1,632 (1,844) -- (212) Change in value of embedded derivatives -- (19,917) -- (19,917) Other revenues 933 2,797 7,854 11,584 ------------ ------------ ------------ ------------ Total revenues 636,835 24,698 7,846 669,379 BENEFITS AND EXPENSES: Claims and other policy benefits 497,019 4,934 -- 501,953 Interest credited 14,303 23,730 -- 38,033 Policy acquisition costs and other insurance expenses 84,732 12,141 2,946 99,819 Change in deferred acquisition costs associated with change in value of embedded derivatives -- (13,604) -- (13,604) Other operating expenses 10,041 1,236 1,345 12,622 ------------ ------------ ------------ ------------ Total benefits and expenses 606,095 28,437 4,291 638,823 Income (loss) before income taxes $ 30,740 $ (3,739) $ 3,555 $ 30,556 ============ ============ ============ ============ </TABLE> 14
FOR THE THREE MONTHS ENDED JUNE 30, 2004 (IN THOUSANDS) <TABLE> <CAPTION> NON-TRADITIONAL ASSET- FINANCIAL TOTAL TRADITIONAL INTENSIVE REINSURANCE U.S. ----------- ---------- ----------- ---------- <S> <C> <C> <C> <C> REVENUES: Net premiums $ 530,129 $ 1,190 $ -- $ 531,319 Investment income, net of related expenses 53,974 47,495 72 101,541 Investment related gains (losses), net 3,662 (821) -- 2,841 Change in value of embedded derivatives -- 17,472 -- 17,472 Other revenues 931 1,907 6,958 9,796 ----------- ---------- ----------- ---------- Total revenues 588,696 67,243 7,030 662,969 BENEFITS AND EXPENSES: Claims and other policy benefits 429,423 3,246 -- 432,669 Interest credited 12,117 31,704 -- 43,821 Policy acquisition costs and other insurance expenses 72,714 8,484 2,280 83,478 Change in deferred acquisition costs associated with change in value of embedded derivatives -- 13,293 -- 13,293 Other operating expenses 11,341 1,028 1,529 13,898 ----------- ---------- ----------- ---------- Total benefits and expenses 525,595 57,755 3,809 587,159 Income before income taxes $ 63,101 $ 9,488 $ 3,221 $ 75,810 =========== ========== =========== ========== </TABLE> FOR THE SIX MONTHS ENDED JUNE 30, 2005 (IN THOUSANDS) <TABLE> <CAPTION> NON-TRADITIONAL ASSET- FINANCIAL TOTAL TRADITIONAL INTENSIVE REINSURANCE U.S. ----------- ---------- ----------- ----------- <S> <C> <C> <C> <C> REVENUES: Net premiums $ 1,141,689 $ 2,341 $ -- $ 1,144,030 Investment income, net of related expenses 114,706 100,817 33 215,556 Investment related gains, net 1,209 1,660 -- 2,869 Change in value of embedded derivatives -- 2,644 -- 2,644 Other revenues 1,854 3,844 15,158 20,856 ----------- ---------- ----------- ----------- Total revenues 1,259,458 111,306 15,191 1,385,955 BENEFITS AND EXPENSES: Claims and other policy benefits 980,280 3,250 2 983,532 Interest credited 28,310 63,981 -- 92,291 Policy acquisition costs and other insurance expenses 155,749 25,510 5,570 186,829 Change in deferred acquisition costs associated with change in value of embedded derivatives -- 2,104 -- 2,104 Other operating expenses 19,303 2,574 2,782 24,659 ----------- ---------- ----------- ----------- Total benefits and expenses 1,183,642 97,419 8,354 1,289,415 Income before income taxes $ 75,816 $ 13,887 $ 6,837 $ 96,540 =========== ========== =========== =========== </TABLE> 15
FOR THE SIX MONTHS ENDED JUNE 30, 2004 (IN THOUSANDS) <TABLE> <CAPTION> NON-TRADITIONAL ASSET- FINANCIAL TOTAL TRADITIONAL INTENSIVE REINSURANCE U.S. ----------- ---------- ----------- ----------- <S> <C> <C> <C> <C> REVENUES: Net premiums $ 1,061,340 $ 2,372 $ -- $ 1,063,712 Investment income, net of related expenses 108,027 92,962 115 201,104 Investment related gains (losses), net 11,220 (677) -- 10,543 Change in value of embedded derivatives -- 18,994 -- 18,994 Other revenues 2,265 3,577 13,338 19,180 ----------- ---------- ----------- ----------- Total revenues 1,182,852 117,228 13,453 1,313,533 BENEFITS AND EXPENSES: Claims and other policy benefits 860,314 2,225 -- 862,539 Interest credited 24,195 66,198 -- 90,393 Policy acquisition costs and other insurance expenses 148,145 16,129 4,574 168,848 Change in deferred acquisition costs associated with change in value of embedded derivatives -- 17,493 -- 17,493 Other operating expenses 23,065 2,187 2,951 28,203 ----------- ---------- ----------- ----------- Total benefits and expenses 1,055,719 104,232 7,525 1,167,476 Income before income taxes $ 127,133 $ 12,996 $ 5,928 $ 146,057 =========== ========== =========== =========== </TABLE> Income before income taxes for the U.S. operations segment totaled $30.6 million and $96.5 million for the second quarter and first six months of 2005, respectively, compared to $75.8 million and $146.1 million for comparable prior-year periods. The decrease in income can be largely attributed to the unfavorable mortality experienced year to date in this segment. Traditional Reinsurance The U.S. Traditional sub-segment provides life reinsurance to domestic clients for a variety of life products through yearly renewable term, coinsurance and modified coinsurance agreements. These reinsurance arrangements may be either facultative or automatic agreements. During the second quarter and first six months of 2005, this sub-segment added $48.3 billion and $84.3 billion face amount, respectively, of new business compared to $51.7 billion and $95.9 billion for the same periods in 2004. Management believes industry consolidation and the trend toward reinsuring mortality risks should continue to provide opportunities for growth. Income before income taxes for U.S. Traditional reinsurance decreased 51.3% and 40.4% for the second quarter and first six months of 2005, respectively. This decrease was primarily due to unfavorable mortality experience. Claims and other policy benefits, as a percentage of net premiums (loss ratios), were 86.5% for the second quarter and 85.9% for the first six months of 2005. The loss ratios for the same periods prior year were 81.0% and 81.1%, respectively. An increase in the severity of claims was the primary contributor to this increased loss ratio. Net premiums for U.S. Traditional reinsurance increased 8.4% and 7.6% for the second quarter and first six months of 2005, respectively. This increase in net premiums was driven by the growth of total U.S. business in force, which totaled just over $1.0 trillion as of June 30, 2005, a 5.8% increase over the amount in force on June 30, 2004. Investment income and realized investment gains and losses are allocated to the various operating segments based on average assets and related capital levels deemed appropriate to support the segment business volumes. Investment performance varies with the composition of investments and the relative allocation of capital to the operating segments. During the second quarter of 2005, investment income in the segment totaled $59.5 million, a 10.2% increase over same period prior year. Year to date in 2005, investment income grew 6.2% over the first six months of 2004. Mortality experience for the second quarter and first six months of 2005 was unfavorable, due primarily to the severity of claims in excess of $1.0 million. Death claims are reasonably predictable over a period of many years, 16
but are less predictable over shorter periods and are subject to significant fluctuation. We do not expect this adverse claims experience to continue on an ongoing basis. Interest credited relates to amounts credited on cash value products, which have a significant mortality component. The amount of interest credited fluctuates in step with changes in deposit levels, cash surrender values and investment performance. Income before income taxes is affected by the spread between the investment income and the interest credited on the underlying products. Interest credited expense for the second quarter and first six months of 2005 totaled $14.3 million and $28.3 million, respectively, compared to $12.1 million and $24.2 million for the same periods in 2004. Policy acquisition costs and other insurance expenses, as a percentage of net premiums, were 14.7% during the second quarter and 13.6% for the first six months of 2005. Comparable ratios for second quarter and the first six months of 2004 were 13.7% and 14.0%, respectively. Overall, these ratios are expected to fluctuate due to varying allowance levels within coinsurance-type arrangements, as well as the amortization pattern of previously capitalized amounts, which are subject to the form of the reinsurance agreement and the underlying insurance policies. Additionally, the mix of first year coinsurance business versus yearly renewable term business can cause the percentage to fluctuate from period to period. Other operating expenses, as a percentage of net premiums, were 1.7% during the second quarter and first six months of 2005, a slight decrease from 2.1% and 2.2% in the prior-year periods. The first six months of 2004 reflect expenses associated with transferring the Allianz business to RGA. The expense ratio is expected to fluctuate slightly from period to period, however, the size and maturity of the U.S. operations segment indicates it should remain reasonably constant over the long term. Asset-Intensive Reinsurance The U.S. Asset-Intensive sub-segment assumes investment risk within underlying annuities and corporate-owned life insurance policies. Most of these agreements are coinsurance, coinsurance with funds withheld or modified coinsurance of non-mortality risks whereby we recognize profits or losses primarily from the spread between the investment income and the interest credited on the underlying deposit liabilities. In accordance with the provisions of SFAS No. 133 Implementation Issue No. B36, "Embedded Derivatives: Modified Coinsurance Arrangements and Debt Instruments That Incorporate Credit Risk Exposures That Are Unrelated or Only Partially Related to the Creditworthiness of the Obligor under Those Instruments" ("Issue B36"), we recorded a change in value of embedded derivatives of $(19.9) million and $2.6 million within revenues for the second quarter and first six months of 2005, respectively and $(13.6) million and $2.1 million of amortization of related deferred acquisition costs. The Asset Intensive business reported a loss for the second quarter equal to $(3.7) million and a gain of $13.9 million for the first six months of 2005. Comparable figures for the same periods 2004 were $9.5 million and $13.0 million, respectively. The decrease in income from quarter to quarter is primarily attributed to the change in fair value of embedded derivatives. This decrease of $10.5 million represents 79.3% of the change in net income from second quarter 2004. Total revenues decreased $42.5 million from second quarter 2004, and $5.9 million from the first six months of 2004. Contributing to this decline were a decrease in investment income and a decrease in the fair value of embedded derivatives. Investment income decreased $5.0 million and the fair value of embedded derivatives decreased $37.4 million from the second quarter of 2004. Year to date, investment income is up $7.9 million, but is offset by the change in derivatives which is down $16.3 million from same period in the prior year. The decline in investment income in the second quarter of 2005 is related to option income on a funds withheld agreements and is offset by a decrease in interest credited. The fair value of embedded derivatives is tied primarily to movements in credit spreads; therefore the value may fluctuate significantly. Total expenses, which are comprised primarily of interest credited, policy benefits, and acquisition costs decreased $29.3 million, or 50.8%, during the second quarter of 2005 compared to the same period in 2004. This decrease is primarily the result of the change in the amortization of deferred acquisition costs relating to Issue B36. Expenses relating to Issue B36 decreased $26.9 million from second quarter 2004. As stated above, significant fluctuations may occur as the fair value of the derivatives is tied primarily to movements in the credit spreads affecting the underlying funds withheld investment portfolios. In addition to the change attributable to Issue B36, interest 17
credited expense also decreased from second quarter 2004. This decrease is primarily offset by a decrease in investment income associated with a reduction in the market value of options within a funds withheld portfolio. The average invested asset base supporting this segment grew from $3.2 billion in the second quarter of 2004 to $3.8 billion for the second quarter of 2005. The growth in the asset base is primarily driven by new business written on one existing annuity treaty. Invested assets outstanding as of June 30, 2005 and 2004 were $3.8 billion and $3.3 billion, of which $2.1 billion and $2.2 billion were funds withheld at interest, respectively. Of the $2.1 billion total funds withheld balance, 83.8% of the balance is associated with one client. Financial Reinsurance The U.S. Financial Reinsurance sub-segment income consists primarily of net fees earned on financial reinsurance transactions. The majority of the financial reinsurance transactions assumed by the Company are retroceded to other insurance companies. The fees earned from the assumption of the financial reinsurance contracts are reflected in other revenues, and the fees paid to retrocessionaires are reflected in policy acquisition costs and other insurance expenses. Fees are also earned on brokered business in which the Company does not participate in the assumption of the financial reinsurance. This income is reflected in other revenues. Income before income taxes increased $0.3 million, or 10.4%, during the second quarter of 2005 compared to the same period in 2004 and $0.9 million or 15.3% for the first six months of 2005 compared to same period in the prior year. This increase was largely due to two new transactions recorded in the second half of 2004. At June 30, 2005 and 2004, the amount of reinsurance provided, as measured by pre-tax statutory surplus, was $1.8 billion and $1.2 billion, respectively. The pre-tax statutory surplus includes all business assumed or brokered by the Company. Fees earned from this business can vary significantly depending on the size of the transactions and the timing of their completion and therefore can fluctuate from period to period. CANADA OPERATIONS The Company conducts reinsurance business in Canada through RGA Life Reinsurance Company of Canada ("RGA Canada"), a wholly-owned subsidiary. RGA Canada assists clients with capital management activity and mortality risk management, and is primarily engaged in traditional individual life reinsurance, as well as group reinsurance and non-guaranteed critical illness products. <TABLE> <CAPTION> FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED (in thousands) JUNE 30, 2005 JUNE 30, 2004 JUNE 30, 2005 JUNE 30, 2004 ------------- ------------- ------------- ------------- <S> <C> <C> <C> <C> REVENUES: Net premiums $ 76,854 $ 61,830 $150,610 $121,978 Investment income, net of related expenses 28,813 23,437 57,573 47,417 Investment related gains, net 2,381 6,869 3,215 8,178 Other revenues 19 31 53 69 -------- -------- -------- -------- Total revenues 108,067 92,167 211,451 177,642 BENEFITS AND EXPENSES: Claims and other policy benefits 74,251 59,499 142,897 118,865 Interest credited 252 418 609 795 Policy acquisition costs and other insurance expenses 9,665 8,278 16,378 15,361 Other operating expenses 3,620 2,761 7,079 5,490 -------- -------- -------- -------- Total benefits and expenses 87,788 70,956 166,963 140,511 Income before income taxes $ 20,279 $ 21,211 $ 44,488 $ 37,131 ======== ======== ======== ======== </TABLE> Income before income taxes decreased by $0.9 million, or 4.4%, and increased by $7.4 million, or 19.8%, in the second quarter and first six months of 2005, respectively. The decrease in the second quarter of 2005 was primarily 18
related to a decrease in the realized investment gains of $4.5 million, or 65.3%, offset by favorable mortality experience in the current year. The increase in the first six months of 2005 was primarily the result of favorable mortality experience in the current year, offset by a decrease in realized investment gains of $5.0 million, or 60.7%. In addition, the Canadian dollar was stronger against the U.S. dollar in 2005 than in 2004, causing an increase in 2005 of $1.8 million, or 8.6%, and $3.6 million, or 8.1%, in the second quarter and first six months, respectively, in income before income taxes. Net premiums increased by $15.0 million, or 24.3%, and $28.6 million, or 23.5%, in the second quarter and first six months of 2005, respectively. The increase is primarily due to new business from new and existing treaties. In addition, a stronger Canadian dollar resulted in an increase in net premiums of $6.4 million and $11.5 million in the second quarter and the first six months, respectively, in 2005 relative to 2004. Premium levels are significantly influenced by large transactions, mix of business and reporting practices of ceding companies and therefore can fluctuate from period to period. Net investment income increased $5.4 million, or 22.9%, and $10.2 million, or 21.4%, in the second quarter and the first six months of 2005, respectively. Investment performance varies with the composition of investments. In the second quarter of 2005, the increase in investment income was mainly the result of a stronger Canadian dollar, which resulted in an increase of $2.3 million, an increase in the invested asset base due to operating cash flows on traditional reinsurance, which resulted in an increase of $0.8 million, and interest on an increasing amount of funds withheld at interest related to one treaty, which resulted in an increase of $0.6 million. In the first six months of 2005, the increase in investment income was mainly the result of a stronger Canadian dollar, which resulted in an increase of $4.2 million, an increase in the invested asset base due to operating cash flows on traditional reinsurance, which resulted in an increase of $1.9 million, and interest on an increasing amount of funds withheld at interest related to one treaty, which resulted in an increase of $1.1 million. Investment income also includes an allocation to the segments based upon average assets and related capital levels deemed appropriate to support business volumes. The amount of investment income allocated to the Canadian operations was $1.8 million and $3.8 million in the second quarter and first six months of 2005, respectively, compared to $1.1 million and $2.5 million in the comparable prior-year periods. Loss ratios for this segment were 96.6% and 94.9% in the second quarter and first six months of 2005, respectively, compared to 96.2% and 97.4% in the comparable prior-year periods. The lower loss ratio for the first six months of 2005 is primarily due to better mortality experience compared to the prior year. Historically, the loss ratio increased primarily as the result of several large permanent level premium in-force blocks assumed in 1998 and 1997. These blocks are mature blocks of permanent level premium business in which mortality as a percentage of net premiums is expected to be higher than the historical ratios. The nature of level premium permanent policies requires the Company to set up actuarial liabilities and invest the amounts received in excess of early-year mortality costs to fund claims in the later years when premiums, by design, continue to be level as compared to expected increasing mortality or claim costs. Claims and other policy benefits, as a percentage of net premiums and investment income were 70.3% and 68.6% in the second quarter and first six months of 2005, respectively, compared to 69.8% and 70.2% in the comparable prior-year periods. Death claims are reasonably predictable over a period of many years, but are less predictable over shorter periods and are subject to significant fluctuation. Policy acquisition costs and other insurance expenses as a percentage of net premiums totaled 12.6% and 10.9% in the second quarter and first six months of 2005, respectively, compared to 13.4% and 12.6% in the prior-year periods. Policy acquisition costs and other insurance expenses as a percentage of net premiums vary from period to period primarily due to the mix of the business in the segment. Other operating expenses increased $0.9 million, or 31.1%, and $1.6 million, or 28.9%, in the second quarter and first six months of 2005, respectively. The increase in 2005 is primarily attributable to the strengthening of the Canadian dollar. EUROPE & SOUTH AFRICA OPERATIONS The segment provides life reinsurance for a variety of products through yearly renewable term and coinsurance agreements, and reinsurance of accelerated critical illness coverage (pays on the earlier of death or diagnosis of a 19
pre-defined critical illness). Reinsurance agreements may be either facultative or automatic agreements covering primarily individual risks and in some markets, group risks. <TABLE> <CAPTION> FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED (in thousands) JUNE 30, 2005 JUNE 30, 2004 JUNE 30, 2005 JUNE 30, 2004 ------------- ------------- ------------- ------------- <S> <C> <C> <C> <C> REVENUES: Net premiums $ 132,972 $ 118,887 $ 274,330 $ 236,090 Investment income, net of related expenses 2,353 863 4,908 2,407 Investment related gains (losses), net (107) 1,143 (64) 4,302 Other revenues 69 444 121 882 --------- --------- --------- --------- Total revenues 135,287 121,337 279,295 243,681 BENEFITS AND EXPENSES: Claims and other policy benefits 112,117 73,809 208,449 155,806 Interest credited 190 -- 553 -- Policy acquisition costs and other insurance expenses 22,120 29,842 48,516 58,873 Other operating expenses 7,118 5,524 12,778 10,206 Interest expense 383 333 882 707 --------- --------- --------- --------- Total benefits and expenses 141,928 109,508 271,178 225,592 Income (loss) before income taxes $ (6,641) $ 11,829 $ 8,117 $ 18,089 ========= ========= ========= ========= </TABLE> Income (loss) before income taxes was $(6.6) million during the second quarter of 2005 as compared to $11.8 million during the second quarter of 2004, and $8.1 million for the first six months of 2005 as compared to $18.1 million for the first six months of 2004. The decrease was primarily the result of adverse mortality experience in the UK. Net premiums increased $14.1 million, or 11.8%, during the second quarter compared to the same period last year, and increased $38.2 million or 16.2% during the six months ended June 30, 2005 compared to the same period last year. This increase was primarily the result of new business from both existing treaties and new treaties, augmented by the translation effects of a generally weaker U.S. dollar. Several foreign currencies, particularly the British pound, the euro, and the South African rand strengthened against the U.S. dollar. Stronger local currencies contributed approximately $3.2 million and $8.5 million to net premiums for the second quarter and first six months of 2005, respectively. Also, a portion of the growth of net premiums was due to reinsurance of accelerated critical illness, primarily in the UK. This coverage provides a benefit in the event of a death from or the diagnosis of a defined critical illness. Premiums earned during the second quarter and first six months associated with critical illness coverage totaled $49.3 million and $100.2 million, respectively, compared to $41.2 million and $86.9 million in the prior-year periods. Premium levels are significantly influenced by large transactions and reporting practices of ceding companies and therefore can fluctuate from period to period. Investment income increased $1.5 million for the second quarter compared to the same period in 2004, and increased $2.5 million for the six months ended June 30, 2005 compared to the same period in 2004. This increase was primarily due to growth in the invested assets in the UK and an increase in allocated investment income. Investment income and realized investment gains and losses are allocated to the various operating segments based on average assets and related capital levels deemed appropriate to support the segment business volumes. Investment performance varies with the composition of investments and the relative allocation of capital to the operating segments. Loss ratios increased from 62.1% for the second quarter of 2004 to 84.3% for the second quarter of 2005, and from 66.0% for the six months ended June 30, 2004 to 76.0% for the six months ended June 30, 2005. As mentioned above, adverse mortality experience in the UK contributed to the increase in the loss ratio. Death claims are 20
reasonably predictable over a period of many years, but are less predictable over shorter periods and are subject to significant fluctuation. Policy acquisition costs and other insurance expenses as a percentage of net premiums were 16.6% in the second quarter of 2005 compared to 25.1% in the second quarter of 2004, and 17.7% for the six months ended June 30, 2005 compared to 24.9% for the six months ended June 30, 2004. These percentages fluctuate due to timing of client company reporting, variations in the mixture of business being reinsured and the relative maturity of the business. In addition, as the segment grows, renewal premiums, which have lower allowances than first-year premiums, represent a greater percentage of the total net premiums. Accordingly, the change in the mixture of business during the current quarter caused the loss ratio to slightly increase and caused the policy acquisition costs and other insurance expenses as a percentage of net premiums to slightly decrease. Other operating expenses for the quarter increased from 4.6% of net premiums in 2004 to 5.4% in 2005, and for the first six months it increased from 4.3% to 4.7%. This increase was due to higher costs associated with maintaining and supporting the increase in business. The Company believes that sustained growth in net premiums should lessen the burden of start-up expenses and expansion costs over time. ASIA PACIFIC OPERATIONS The Asia Pacific segment has operations in Australia, Hong Kong, Japan, Malaysia, New Zealand, South Korea, Taiwan and mainland China. The principal types of reinsurance for this segment include life, critical care and illness, disability income, superannuation, and financial reinsurance. Superannuation is the Australian government mandated compulsory retirement savings program. Superannuation funds accumulate retirement funds for employees, and in addition, offer life and disability insurance coverage. Reinsurance agreements may be either facultative or automatic agreements covering primarily individual risks and in some markets, group risks. The Company operates multiple offices throughout the Asia Pacific region in an effort to best meet the needs of the local client companies. <TABLE> <CAPTION> FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED (in thousands) JUNE 30, 2005 JUNE 30, 2004 JUNE 30, 2005 JUNE 30, 2004 ------------- ------------- ------------- ------------- <S> <C> <C> <C> <C> REVENUES: Net premiums $ 145,019 $ 84,178 $ 263,226 $ 187,717 Investment income, net of related expenses 7,310 3,029 13,538 6,764 Investment related gains (losses), net 133 (149) 54 198 Other revenues 2,135 2,950 1,948 3,585 --------- --------- --------- --------- Total revenues 154,597 90,008 278,766 198,264 BENEFITS AND EXPENSES: Claims and other policy benefits 110,617 67,380 201,277 142,225 Policy acquisition costs and other insurance expenses 22,549 11,878 46,204 33,408 Other operating expenses 7,159 5,673 11,833 10,415 Interest expense 441 383 849 725 --------- --------- --------- --------- Total benefits and expenses 140,766 85,314 260,163 186,773 Income before income taxes $ 13,831 $ 4,694 $ 18,603 $ 11,491 ========= ========= ========= ========= </TABLE> Income before income taxes increased approximately $9.1 million, or 194.7%, during the second quarter of 2005, and approximately $7.1 million, or 61.9%, for the six months ended June 30, 2005, as compared to the same periods in 2004. Improved underwriting results for the Australia, New Zealand and Hong Kong markets contributed to the increases. Additionally, strengthening foreign currencies increased the segment's income before income taxes by approximately $1.4 million for the second quarter of 2005, while the effect of changes in foreign currencies on income before income taxes for the six months ending June 30, 2005 was approximately $2.1 million. 21
After consideration of the impact of foreign currencies, the increase in income before taxes was primarily the result of strong premium growth, and favorable underwriting results relative to the prior year. Net premiums grew approximately $60.8 million, or 72.3%, during the current quarter, and approximately $75.5 million, or 40.2% for the six months ended June 30, 2005, as compared to the same periods in 2004. This premium growth was primarily the result of continued increases in the volume of business in Australia, Japan and Korea. The reinsurance of accelerated critical illness business, primarily in Australia and Korea, contributed to the increased volume. This coverage provides a benefit in the event of a death from or the diagnosis of a defined critical illness. Net premiums earned from this coverage totaled approximately $19.9 million and $37.0 million for the second quarter and first six months of 2005, respectively, compared to $9.8 million and $18.2 million in the same periods of 2004. Premium levels are significantly influenced by large transactions and reporting practices of ceding companies and therefore can fluctuate from period to period. Several foreign currencies, particularly the Korean won, the Australian dollar and the New Zealand dollar continued to strengthen against the U.S. dollar. The overall effect of the strengthening of local Asia Pacific segment currencies was an increase of approximately $10.5 million in second quarter 2005 net premiums, and an increase of approximately $13.3 million in 2005 year to date net premiums over the comparable prior-year periods. Net investment income increased approximately $4.3 million in the current quarter compared to the prior-year quarter, and approximately $6.8 million for the six months ended June 30, 2005 as compared to the same period for 2004. This increase was primarily due to growth in the invested assets in Australia and favorable exchange rates, along with an increase in allocated investment income. Investment income and realized investment gains and losses are allocated to the various operating segments based on average assets and related capital levels deemed appropriate to support the segment business volumes. Investment performance varies with the composition of investments and the relative allocation of capital to the operating segments. Other revenues, which include the profit and fees associated with financial reinsurance deals in multiple locations, decreased by approximately $0.8 million for the second quarter of 2005, as compared to the same period in 2004, and decreased by approximately $1.6 million for the six-month period ending June 30, 2005, as compared to the same period in 2004. The decrease was caused primarily by the termination of a significant financial reinsurance treaty in Korea. Loss ratios were 76.3% and 80.0% for the second quarter of 2005 and 2004, respectively, and 76.5% and 75.8% for the six months ended June 30, 2005 and June 30, 2004. The current quarter loss ratio was lower than the comparable prior-year period primarily due to favorable mortality in the two largest markets, Australia and Korea. Loss ratios for the six-month period ending June 30, 2005 are slightly higher than the comparable prior year period primarily due to adverse mortality in the Japan market during the first quarter of 2005. Loss ratios for Japan were 131% for the first quarter of 2005, as compared to 88% for the first quarter of 2004. Loss ratios will fluctuate due to timing of client company reporting, variations in the mixture of business being reinsured and the relative maturity of the business. Death claims are reasonably predictable over a period of many years, but are less predictable over shorter periods and are subject to significant fluctuation. Policy acquisition costs and other insurance expenses as a percentage of net premiums was 15.5% during the second quarter of 2005, and 17.6% for the six months ended June 30, 2005 which is relatively consistent with the 14.1% ratio for the second quarter of 2004, and the 17.8% ratio for the six months ended June 30, 2004. The ratio of policy acquisition costs and other insurance expenses as a percentage of net premiums will generally decline as the business matures, however, the percentage does fluctuate periodically due to timing of client company reporting and variations in the mixture of business being reinsured. Other operating expenses decreased to 4.9% of net premiums in the current quarter, from 6.7% in the comparable prior-year period, and decreased to 4.5% for the six months ended June 30, 2005, from 5.5% in the comparable prior-year period. The timing of the entrance into and development of new markets in the growing Asia Pacific segment may cause other operating expenses as a percentage of net premiums to be somewhat volatile over periods of time. 22
CORPORATE AND OTHER OPERATIONS Corporate and Other revenues include investment income from invested assets not allocated to support segment operations and undeployed proceeds from the Company's capital raising efforts, in addition to unallocated realized capital gains or losses. General corporate expenses consist of unallocated overhead and executive costs and interest expense related to debt and the $225.0 million of 5.75% mandatorily redeemable trust preferred securities. Additionally, the Corporate and Other operations segment includes results from RGA Technology Partners, Inc., a wholly-owned subsidiary that develops and markets technology solutions for the insurance industry, the Company's Argentine privatized pension business, which is currently in run-off, and an insignificant amount of direct insurance operations in Argentina. <TABLE> <CAPTION> FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED (in thousands) JUNE 30, 2005 JUNE 30, 2004 JUNE 30, 2005 JUNE 30, 2004 ------------- ------------- ------------- ------------- <S> <C> <C> <C> <C> REVENUES: Net premiums $ 597 $ 1,094 $ 978 $ 1,685 Investment income, net of related expenses 5,796 5,315 11,762 10,053 Investment related gains, net 10,755 1,987 10,855 7,886 Other revenues 6,854 1,538 8,486 2,893 --------- --------- --------- --------- Total revenues 24,002 9,934 32,081 22,517 BENEFITS AND EXPENSES: Claims and other policy benefits 28,992 1,445 29,828 2,421 Interest credited 140 93 215 162 Policy acquisition costs and other insurance expenses 3,702 681 3,904 735 Other operating expenses 7,513 7,040 14,689 14,111 Interest expense 9,071 8,826 18,049 17,648 --------- --------- --------- --------- Total benefits and expenses 49,418 18,085 66,685 35,077 Loss before income taxes $ (25,416) $ (8,151) $ (34,604) $ (12,560) ========= ========= ========= ========= </TABLE> Loss before income taxes increased $17.3 million and $22.0 million during the three- and six-month periods ended June 30, 2005, respectively. This increase was primarily due to a $24.0 million, pretax, increase in the reserves associated with the reinsurance of Argentine pension accounts during the second quarter of 2005. DISCONTINUED OPERATIONS The discontinued accident and health division reported a loss, net of taxes, of $3.3 million for the second quarter of 2005 compared to a loss, net of taxes, of $3.1 million for the second quarter of 2004. As of June 30, 2005, amounts in dispute or subject to audit exceed the Company's reserves by approximately $34.8 million. The calculation of the claim reserve liability for the entire portfolio of accident and health business requires management to make estimates and assumptions that affect the reported claim reserve levels. Management must make estimates and assumptions based on historical loss experience, changes in the nature of the business, anticipated outcomes of claim disputes and claims for rescission, and projected future premium run-off, all of which may affect the level of the claim reserve liability. Due to the significant uncertainty associated with the run-off of this business, net income in future periods could be affected positively or negatively. LIQUIDITY AND CAPITAL RESOURCES The Holding Company RGA is a holding company whose primary uses of liquidity include, but are not limited to, the immediate capital needs of its operating companies associated with the Company's primary businesses, dividends paid by RGA to its 23
shareholders, interest payments on its indebtedness, and repurchases of RGA common stock under a plan approved by the board of directors. The Company has no plans to purchase additional shares at this time. The primary sources of RGA's liquidity include proceeds from its capital raising efforts, interest income on undeployed corporate investments, interest income received on surplus notes with two operating subsidiaries, and dividends from operating subsidiaries. As the Company continues its expansion efforts, RGA will continue to be dependent on these sources of liquidity. The Company believes that it has sufficient liquidity to fund its cash needs under various scenarios that include the potential risk of the early recapture of a reinsurance treaty by the ceding company and significantly higher than expected death claims. Historically, the Company has generated positive net cash flows from operations. However, in the event of significant unanticipated cash requirements beyond normal liquidity, the Company has multiple liquidity alternatives available based on market conditions and the amount and timing of the liquidity need. These options include borrowings under committed credit facilities, secured borrowings, the ability to issue long-term debt, capital securities or common equity and, if necessary, the sale of invested assets subject to market conditions. Cash Flows The Company's net cash flows provided by operating activities for the periods ended June 30, 2005 and 2004 were $209.2 million and $348.8 million, respectively. Cash flows from operating activities are affected by the timing of premiums received, claims paid, and working capital changes. The $139.6 million net decrease in operating cash flows during the six months of 2005 compared to the same period in 2004 was primarily a result of cash outflows related to claims, acquisition costs, income taxes and other operating expenses increasing more than cash inflows related to premiums and investment income. Cash from premiums and investment income increased $58.8 million and $37.5 million, respectively, and was offset by higher operating cash outlays of $235.9 million during the current six-month period. The Company believes the short-term cash requirements of its business operations will be sufficiently met by the positive cash flows generated. Additionally, the Company believes it maintains a high quality fixed maturity portfolio with positive liquidity characteristics. These securities are available for sale and could be sold if necessary to meet the Company's short- and long-term obligations. Net cash used in investing activities was $146.1 million and $363.1 million in the first six months of 2005 and the comparable prior-year period, respectively. The decrease in cash used in investing activities and, in particular, the sales of fixed maturity securities, are primarily related to the management of the Company's investment portfolios and the investment of excess cash generated by operating and financing activities. Net cash used in financing activities was $53.8 million in the first six months of 2005 and net cash provided by financing activities was $57.6 million in the same period of 2004. This change was largely due to net withdrawals from universal life and other investment type policies and contracts of $47.4 million during the current period compared to excess deposits of $54.3 million in 2004. Debt and Preferred Securities As of June 30, 2005, the Company had $403.3 million in outstanding borrowings under its debt agreements and was in compliance with all covenants under those agreements. The Company's $175.0 million U.S. credit facility expires in May 2006. The Company generally may not pay dividends under the credit agreement unless, at the time of declaration and payment, a default would not exist under the agreement. As of June 30, 2005, the Company had $50.0 million outstanding under this facility at an average interest rate of 3.5%. The average interest rate on all long-term debt outstanding, excluding the Company-obligated mandatorily redeemable preferred securities of subsidiary trust holding solely junior subordinated debentures of the Company ("Trust Preferred Securities"), was 6.4%. Interest is expensed on the face amount, or $225 million, of the Trust Preferred Securities at a rate of 5.75%. During the second quarter of 2005, the Company's (pound)15.0 million credit facility expired and was replaced with a new facility with a May 2007 expiration. The capacity and payment schedule are the same and the interest rate is comparable to the expired facility. At June 30, 2005 the maximum amount of borrowings (approximately $26.9 million) were outstanding under this credit facility. Asset / Liability Management The Company actively manages its assets using an approach that is intended to balance quality, diversification, asset/liability matching, liquidity and investment return. The goals of the investment process are to optimize after- 24
tax, risk-adjusted investment income and after-tax, risk-adjusted total return while managing the assets and liabilities on a cash flow and duration basis. The Company has established target asset portfolios for each major insurance product, which represent the investment strategies intended to profitably fund its liabilities within acceptable risk parameters. These strategies include objectives for effective duration, yield curve sensitivity and convexity, liquidity, asset sector concentration and credit quality. The Company's liquidity position (cash and cash equivalents and short-term investments) was $192.5 million and $184.1 million at June 30, 2005 and December 31, 2004, respectively. Liquidity needs are determined from valuation analyses conducted by operational units and are driven by product portfolios. Annual evaluations of demand liabilities and short-term liquid assets are designed to adjust specific portfolios, as well as their durations and maturities, in response to anticipated liquidity needs. The Company occasionally enters into sales of investment securities under agreements to repurchase the same securities to help manage its short-term liquidity requirements. These transactions are reported as collateralized financings and the repurchase obligation is a component of other liabilities. There were no agreements outstanding at December 31, 2004, and at June 30, 2005. Future Liquidity and Capital Needs Based on the historic cash flows and the current financial results of the Company, subject to any dividend limitations which may be imposed by various insurance regulations, management believes RGA's cash flows from operating activities, together with undeployed proceeds from its capital raising efforts, including interest and investment income on those proceeds, interest income received on surplus notes with two operating subsidiaries, and its ability to raise funds in the capital markets, will be sufficient to enable RGA to make dividend payments to its shareholders, to make interest payments on its senior indebtedness and junior subordinated notes, to repurchase RGA common stock under the plan approved by the board of directors, and to meet its other obligations. A general economic downturn or a downturn in the equity and other capital markets could adversely affect the market for many annuity and life insurance products. Because the Company obtains substantially all of its revenues through reinsurance arrangements that cover a portfolio of life insurance products, as well as annuities, its business would be harmed if the market for annuities or life insurance were adversely affected. INVESTMENTS The Company had total cash and invested assets of $11.3 billion and $9.5 billion at June 30, 2005 and 2004, respectively. All investments made by RGA and its subsidiaries conform to the qualitative and quantitative limits prescribed by the applicable jurisdiction's insurance laws and regulations. In addition, the Boards of Directors of the various operating companies periodically review the investment portfolios of their respective subsidiaries. RGA's Board of Directors also receives reports on material investment portfolios. The Company's investment strategy is to maintain a predominantly investment-grade, fixed maturity portfolio, to provide adequate liquidity for expected reinsurance obligations, and to maximize total return through prudent asset management. The Company's earned yield on invested assets, excluding funds withheld, was 5.99% during the second quarter of 2005, compared with 5.79% for the second quarter of 2004. See "Note 5 - INVESTMENTS" in the Notes to Consolidated Financial Statements of the 2004 Annual Report for additional information regarding the Company's investments. The Company's fixed maturity securities are invested primarily in commercial and industrial bonds, public utilities, U.S. and Canadian government securities, as well as mortgage- and asset-backed securities. As of June 30, 2005, approximately 97.6% of the Company's consolidated investment portfolio of fixed maturity securities was investment-grade. Important factors in the selection of investments include diversification, quality, yield, total rate of return potential and call protection. The relative importance of these factors is determined by market conditions and the underlying product or portfolio characteristics. Cash equivalents are invested in high-grade money market instruments. The largest asset class in which fixed maturities were invested was in corporate securities, including commercial, industrial, finance and utility bonds, which represented approximately 59.5% and 44.7% of fixed maturity securities as of June 30, 2005 and 2004, respectively. These corporate securities had an average Standard and Poor's ("S&P") rating of "A-" at June 30, 2005. 25
Within the fixed maturity security portfolio, the Company holds approximately $112.7 million in asset-backed securities at June 30, 2005, which include credit card and automobile receivables, home equity loans, manufactured housing bonds and collateralized bond obligations. The Company's asset-backed securities are diversified by issuer and contain both floating and fixed rate securities. In addition to the risks associated with floating rate securities, principal risks in holding asset-backed securities are structural, credit and capital market risks. Structural risks include the securities priority in the issuer's capital structure, the adequacy of and ability to realize proceeds from collateral, and the potential for prepayments. Credit risks include consumer or corporate credits such as credit card holders, equipment lessees, and corporate obligors. Capital market risks include general level of interest rates and the liquidity for these securities in the marketplace. The Company monitors its fixed maturity securities to determine impairments in value and evaluates factors such as financial condition of the issuer, payment performance, the length of time and the extent to which the market value has been below amortized cost, compliance with covenants, general market conditions and industry sector, current intent and ability to hold securities and various other subjective factors. Based on management's judgment, securities determined to have an other-than-temporary impairment in value are written down to fair value. The Company did not record other-than-temporary write-downs on fixed maturity securities for the six months ending June 30, 2005. During the six months ending June 30, 2004, the Company recorded other than temporary write-downs of $0.1 million. During the six months ended June 30, 2005, the Company sold fixed maturity securities with a fair value of $380.1 million at a loss of $11.3 million. The following table presents the total gross unrealized losses for 333 fixed maturity securities and equity securities as of June 30, 2005, where the estimated fair value had declined and remained below amortized cost by the indicated amount (in thousands): <TABLE> <CAPTION> AT JUNE 30, 2005 ------------------------------- Gross Unrealized Losses % of Total ---------------- ---------- <S> <C> <C> Less than 20% $11,019 100% 20% or more for less than six months - - 20% or more for six months or greater - - ------- --- Total $11,019 100% </TABLE> While all of these securities are monitored for potential impairment, the Company's experience indicates that the first two categories do not present as great a risk of impairment, and often, fair values recover over time. These securities have generally been adversely affected by overall economic conditions, primarily an increase in the interest rate environment. The following tables presents the estimated fair values and gross unrealized losses for the 333 fixed maturity securities and equity securities that have estimated fair values below amortized cost as of June 30, 2005. These investments are presented by class and grade of security, as well as the length of time the related market value has remained below amortized cost. 26
<TABLE> <CAPTION> AS OF JUNE 30, 2005 ---------------------------------------------------------------------------- EQUAL TO OR GREATER THAN LESS THAN 12 MONTHS 12 MONTHS TOTAL ---------------------- ----------------------- -------------------------- Gross Gross Gross Estimated Unrealized Estimated Unrealized Estimated Fair Unrealized (in thousands) Fair Value Loss Fair Value Loss Value Loss ---------- ---------- ---------- ---------- -------------- ---------- <S> <C> <C> <C> <C> <C> <C> INVESTMENT GRADE SECURITIES: COMMERCIAL AND INDUSTRIAL $ 213,719 $ 3,701 $ 16,244 $380 $ 229,963 $ 4,081 PUBLIC UTILITIES 41,773 501 1,915 86 43,688 587 ASSET-BACKED SECURITIES 20,013 370 3,501 40 23,514 410 CANADIAN AND CANADIAN PROVINCIAL GOVERNMENTS 1,665 15 - - 1,665 15 MORTGAGE-BACKED SECURITIES 281,925 2,094 - - 281,925 2,094 FINANCE 136,356 1,888 14,720 339 151,076 2,227 U.S. GOVERNMENT AND AGENCIES 2,713 15 - - 2,713 15 FOREIGN GOVERNMENTS 15,153 19 - - 15,153 19 ---------- ---------- ---------- ---- ---------- ------- INVESTMENT GRADE SECURITIES 713,317 8,603 36,380 845 749,697 9,448 ---------- ---------- ---------- ---- ---------- ------- NON-INVESTMENT GRADE SECURITIES: COMMERCIAL AND INDUSTRIAL 8,821 218 - - 8,821 218 PUBLIC UTILITIES 3,390 13 - - 3,390 13 FINANCE 5,510 291 - - 5,510 291 ---------- ---------- ---------- ---- ---------- ------- NON-INVESTMENT GRADE SECURITIES 17,721 522 - - 17,721 522 ---------- ---------- ---------- ---- ---------- ------- TOTAL FIXED MATURITY SECURITIES $ 731,038 $ 9,125 $ 36,380 $845 $ 767,418 $ 9,970 ========== ========== ========== ==== ========== ======= EQUITY SECURITIES $ 172,758 $ 1,049 $ - $ - $ 172,758 $ 1,049 ========== ========== ========== ==== ========== ======= </TABLE> The Company believes that the analysis of each security whose price has been below market for twelve months or longer indicated that the financial strength, liquidity, leverage, future outlook and/or recent management actions support the view that the security was not other-than-temporarily impaired as of June 30, 2005. The unrealized losses did not exceed 18.0% on an individual security basis and are primarily a result of rising interest rates, changes in credit spreads and the long-dated maturities of the securities. Additionally, each security whose price has been below market for twelve months or longer is investment grade. The Company's mortgage loan portfolio consists principally of investments in U.S.-based commercial offices and retail locations. The mortgage loan portfolio is diversified by geographic region and property type. All mortgage loans are performing and no valuation allowance has been established as of June 30, 2005. Policy loans present no credit risk because the amount of the loan cannot exceed the obligation due the ceding company upon the death of the insured or surrender of the underlying policy. The provisions of the treaties in force and the underlying policies determine the policy loan interest rates. Because policy loans represent premature distributions of policy liabilities, they have the effect of reducing future disintermediation risk. In addition, the Company earns a spread between the interest rate earned on policy loans and the interest rate credited to corresponding liabilities. Funds withheld at interest comprised approximately 26.6% and 25.5% of the Company's cash and invested assets as of June 30, 2005 and December 31, 2004, respectively. For agreements written on a modified coinsurance basis and certain agreements written on a coinsurance basis, assets equal to the net statutory reserves are withheld and legally 27
owned and managed by the ceding company, and are reflected as funds withheld at interest on RGA's balance sheet. In the event of a ceding company's insolvency, RGA would need to assert a claim on the assets supporting its reserve liabilities. However, the risk of loss to RGA is mitigated by its ability to offset amounts it owes the ceding company for claims or allowances with amounts owed to RGA from the ceding company. Interest accrues to these assets at rates defined by the treaty terms. The Company is subject to the investment performance on the withheld assets, although it does not directly control them. These assets are primarily fixed maturity investment securities and pose risks similar to the fixed maturity securities the Company owns. To mitigate this risk, the Company helps set the investment guidelines followed by the ceding company and monitors compliance. Ceding companies with funds withheld at interest had a minimum A.M. Best rating of "A-". Other invested assets represented approximately 2.0% and 1.9% of the Company's cash and invested assets as of June 30, 2005 and December 31, 2004, respectively. Other invested assets include derivative contracts, common stock, preferred stocks and limited partnership interests. During the first quarter of 2005, the Company recorded an other-than-temporary writedown of $1.3 million on its investments in limited partnerships due to losses in the underlying holdings. There were no other-than-temporary writedowns of investments in limited partnerships in the second quarter of 2005. CONTRACTUAL OBLIGATIONS The following table displays the Company's contractual obligations that have materially changed since December 31, 2004 (in millions): <TABLE> <CAPTION> PAYMENT DUE BY PERIOD ------------------------------------------------------------ Less than 1 Contractual Obligations: Total Year 1 - 3 Years 4 - 5 Years After 5 Years ------ ----------- ----------- ----------- ------------- <S> <C> <C> <C> <C> <C> Short-term debt $176.6 $176.6 $ - $ - $ - Long-term debt 226.8 - 26.9 - 199.9 Life claims payable(1) 749.2 749.2 - - - Limited partnerships 38.2 38.2 - - - Structured investment contracts 26.0 6.3 11.3 8.4 - Mortgage purchase commitments 19.9 19.9 - - - ------ ------ ----- ---- ------ </TABLE> (1) Included in the other policy claims and benefits line item in the condensed consolidated balance sheet. The Company's insurance liabilities, including future policy benefits and interest sensitive contract liabilities, represent future obligations, where the timing of payment is unknown because the payment depends on an insurable event, such as the death of an insured, or policyholder behavior, such as the surrender or lapse of a policy. These future obligations are established based primarily on actuarial principles and are reflected on the Company's consolidated balance sheet, but have been excluded from the table above due to the uncertain timing of payment. MORTALITY 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. In the U.S., the Company retains a maximum of $6.0 million of coverage per individual life. For other countries, particularly those with higher risk factors or smaller books of business, the Company systematically reduces its retention. The Company 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 Company ("RGA Reinsurance"), RGA Reinsurance Company (Barbados) Ltd., or RGA Americas Reinsurance Company, Ltd. Retrocessions are arranged through the Company's retrocession pools for amounts in excess of its 28
retention. 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 are not rated, letters of credit or trust assets have 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. The Company has never experienced a material default in connection with retrocession arrangements, nor has it experienced any material difficulty in collecting claims recoverable from retrocessionaires; however, no assurance can be given as to the future performance of such retrocessionaires or as to the recoverability of any such claims. The Company maintains two catastrophe insurance programs that renew on August 13th of each year. The current programs began August 13, 2004. The primary program covers all of RGA's business worldwide and provides protection for losses incurred during any event involving 10 or more insured deaths. Under this program, RGA retains the first $50 million in claims, the catastrophe program covers the next $30 million in claims, and RGA retains all claims in excess of $80 million. This program covers terrorism-related losses including those due to nuclear, chemical or biological events. Under the second program, which covers events involving 5 or more insured deaths, RGA retains the first $25 million in claims, the catastrophe program covers the next $25 million in claims, and RGA retains all claims in excess of $50 million. It covers only losses under U.S. guaranteed issue (corporate owned life insurance, bank owned life insurance, etc.) reinsurances and includes losses due to acts of terrorism, but excludes terrorism losses due to nuclear, chemical and/or biological events. Both programs are insured by several insurance companies and Lloyds Syndicates with no single entity providing more than $13 million of coverage. COUNTERPARTY RISK In the normal course of business, the Company seeks to limit its exposure to reinsurance contracts by ceding a portion of the reinsurance to other insurance companies or reinsurers. Should a counterparty not be able to fulfill its obligation to the Company under a reinsurance agreement, the impact could be material to the Company's financial condition and results of operations. MARKET RISK Market risk is the risk of loss that may occur when fluctuations in interest and currency exchange rates and equity and commodity prices change the value of a financial instrument. Both derivative and nonderivative financial instruments have market risk so the Company's risk management extends beyond derivatives to encompass all financial instruments held that are sensitive to market risk. RGA is primarily exposed to interest rate risk and foreign currency risk. Interest rate risk arises from many of the Company's primary activities, as the Company invests substantial funds in interest-sensitive assets and also has certain interest-sensitive contract liabilities. The Company manages interest rate risk and credit risk to maximize the return on the Company's capital effectively and to preserve the value created by its business operations. As such, certain management monitoring processes are designed to minimize the impact of sudden and sustained changes in interest rates on fair value, cash flows, and net interest income. The Company is subject to foreign currency translation, transaction, and net income exposure. The Company generally does not hedge the foreign currency translation exposure related to its investment in foreign subsidiaries as it views these investments to be long-term. Translation differences resulting from translating foreign subsidiary balances to U.S. dollars are reflected in equity. The Company generally does not hedge the foreign currency exposure of its subsidiaries transacting business in currencies other than their functional currency (transaction exposure). There has been no significant change in the Company's quantitative or qualitative aspects of market risk during the quarter ended June 30, 2005 from that disclosed in the 2004 Annual Report. NEW ACCOUNTING STANDARDS In June 2005, the FASB completed its review of EITF 03-1. EITF 03-1 provides accounting guidance regarding the determination of when an impairment of debt and marketable equity securities and investments accounted for under the cost method should be considered other-than-temporary and recognized in income. EITF 03-1 also requires certain quantitative and qualitative disclosures for debt and marketable equity securities classified as available-for-sale or held-to-maturity under SFAS 115, that are impaired at the balance sheet date but for which an other-than- 29
temporary impairment has not been recognized. The FASB decided not to provide additional guidance on the meaning of other-than-temporary impairment but will issue FSP 115-1, superceding EITF 03-1 and EITF Topic D-44. FSP 115-1 will nullify the accounting guidance on the determination of whether an investment is other-than-temporarily impaired as set forth in paragraphs 10-18 of EITF 03-1 and replace those paragraphs with references to already existing guidance. FSP 115-1 will also clarify and codify the guidance set forth in Topic D-44. FSP 115-1 is effective for other-than-temporary impairment analysis conducted in periods beginning after September 15, 2005. The Company has complied with the disclosure requirements of EITF 03-1, which were effective December 31, 2003 and remain in effect. Therefore, FSP 115-1 is not expected to have a material impact on the Company's unaudited interim condensed consolidated financial statements. In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20 and SFAS No. 3. The Statement is a result of a broader effort by the FASB to converge standards with the IASB. The Statement requires retrospective application to prior periods' financial statements for a voluntary change in accounting principle unless it is impracticable. It also requires that a change in method of depreciation, amortization, or depletion for long-lived, nonfinancial assets be accounted for as a change in accounting estimate rather than a change in accounting principle. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. SFAS 154 is not expected to have a material impact on the Company's unaudited interim condensed consolidated financial statements. In December 2004, the FASB revised SFAS 123 to SFAS 123(r). SFAS 123(r) provides additional guidance on determining whether certain financial instruments awarded in share-based payment transactions are liabilities. SFAS 123(r) also requires that the cost of all share-based transactions be recorded in the financial statements. The revised pronouncement will be adopted by the Company during the first quarter of 2006. The Company expects SFAS 123(r) will increase compensation expense by approximately $1.1 million in 2006. In July 2003, the Accounting Standards Executive Committee issued SOP 03-1. SOP 03-1 provides guidance on separate account presentation and valuation, the accounting for sales inducements and the classification and valuation of long-duration contract liabilities. The Company adopted the provisions of SOP 03-1 on January 1, 2004, recording a charge of $361 thousand, net of income taxes. FORWARD-LOOKING AND CAUTIONARY STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, among others, statements relating to projections of the strategies, earnings, revenues, income or loss, ratios, future financial performance, and growth potential of Reinsurance Group of America, Incorporated and its subsidiaries (referred to in the following paragraphs as "we," "us," or "our"). The words "intend," "expect," "project," "estimate," "predict," "anticipate," "should," "believe," and other similar expressions also are intended to identify forward-looking statements. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Future events and actual results, performance, and achievements could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. Numerous important factors could cause actual results and events to differ materially from those expressed or implied by forward-looking statements including, without limitation, (1) adverse changes in mortality, morbidity or claims experience, (2) changes in our financial strength and credit ratings or those of MetLife, Inc. ("MetLife"), the beneficial owner of a majority of our common shares, or its subsidiaries, and the effect of such changes on our future results of operations and financial condition, (3) inadequate risk analysis and underwriting, (4) general economic conditions or a prolonged economic downturn affecting the demand for insurance and reinsurance in our current and planned markets, (5) the availability and cost of collateral necessary for regulatory reserves and capital, (6) market or economic conditions that adversely affect our ability to make timely sales of investment securities, (7) risks inherent in our risk management and investment strategy, including changes in investment portfolio yields due to interest rate or credit quality changes, (8) fluctuations in U.S. or foreign currency exchange rates, interest rates, or securities and real estate markets, (9) adverse litigation or arbitration results, (10) the adequacy of reserves, resources and accurate information relating to settlements, awards and terminated and discontinued lines of business, (11) the stability of and actions by governments and economies in the markets in which we operate, (12) competitive factors and competitors' responses to our initiatives, (13) the success of our clients, (14) successful execution of our entry into new markets, (15) successful development and introduction of new products and 30
distribution opportunities, (16) our ability to successfully integrate and operate reinsurance business that we acquire, (17) regulatory action that may be taken by state Departments of Insurance with respect to us, MetLife, or its subsidiaries, (18) our dependence on third parties, including those insurance companies and reinsurers to which we cede some reinsurance, third-party investment managers and others, (19) the threat of natural disasters or terrorist attacks anywhere in the world where we or our clients do business, (20) changes in laws, regulations, and accounting standards applicable to us, our subsidiaries, or our business, (21) the effect of our status as a holding company and regulatory restrictions on our ability to pay principal of and interest on our debt obligations, and (22) other risks and uncertainties described in this document and in our other filings with the Securities and Exchange Commission. Forward-looking statements should be evaluated together with the many risks and uncertainties that affect our business, including those mentioned in this document and the cautionary statements described in the periodic reports we file with the SEC. These forward-looking statements speak only as of the date on which they are made. We do not undertake any obligations to update these forward-looking statements, even though our situation may change in the future. We qualify all of our forward-looking statements by these cautionary statements. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. See "Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations - Market Risk" which is included herein. ITEM 4. CONTROLS AND PROCEDURES The Chief Executive Officer and the Chief Financial Officer have evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that these disclosure controls and procedures were effective. There was no change in the Company's internal control over financial reporting as defined in Exchange Act Rule 13a-15(f) during the quarter ended June 30, 2005, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company is currently a party to two arbitrations that involve its discontinued accident and health business, including personal accident business (including London market excess of loss business) and workers' compensation carve-out business. In addition, the Company is currently a party to litigation that involves the claim of a broker to commissions on a medical reinsurance arrangement. As of June 30, 2005, the parties involved in these actions have raised claims, or established reserves that may result in claims, in the amount of $20.1 million, which is $19.4 million in excess of the amounts held in reserve by the Company. The Company generally has little information regarding any reserves established by the ceding companies, and must rely on management estimates to establish policy claim liabilities. It is possible that any such reserves could be increased in the future. The Company believes it has substantial defenses upon which to contest these claims, including but not limited to misrepresentation and breach of contract by direct and indirect ceding companies. In addition, the Company is in the process of auditing ceding companies that may have threatened arbitration, asserted claims, or indicated that they anticipate asserting claims in the future against the Company in the amount of $22.5 million, which is $19.2 million in excess of the amounts held in reserve or retroceded by the Company as of June 30, 2005. These claims appear to relate to life, personal accident business (including London market excess of loss business), and workers' compensation carve-out business. Depending upon the audit findings or other developments in these cases, they could result in litigation or arbitrations in the future. See Note 20, "Discontinued Operations," in the Company's 2004 Annual Report for more information. Additionally, from time to time, the Company is subject to litigation and arbitration related to its life reinsurance business and to employment-related matters in the normal course of its business. While it is not feasible to predict or determine the ultimate outcome of the pending litigation or arbitrations or provide reasonable ranges of potential losses, it is the opinion of management, after consultation with counsel, that their outcomes, after consideration of the provisions made in the Company's condensed consolidated financial statements, would not have 31
a material adverse effect on its consolidated financial position. However, it is possible that an adverse outcome could, from time to time, have a material adverse effect on the Company's consolidated net income or cash flows in particular quarterly or annual periods. In addition, as discussed in the Company's 2004 Annual Report, AFJP claims payments are linked to AFJP fund unit values, which are artificially inflated because of the regulatory intervention of the Argentine government. In view of this fact, coupled with the acceleration of permanent disability payments, during the third quarter of 2004, the Company formally notified the AFJP ceding companies that it will no longer make artificially inflated claim payments, as it has been doing for some time under a reservation of rights, but rather will pay claims only on the basis of the market value of the AFJP fund units. This formal notification could result in litigation or arbitrations in the future. While it is not feasible to predict or determine the ultimate outcome of any such future litigations or arbitrations or provide reasonable ranges of potential losses, it is the opinion of management, after consultation with counsel, that their outcomes, after consideration of the provisions made in the Company's consolidated financial statements, would not have a material adverse effect on its consolidated financial position. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Under a Board of Directors approved plan, the Company may purchase at its discretion up to $50 million of its common stock on the open market. As of June 30, 2005, the Company had purchased 225,500 shares of treasury stock under this program at an aggregate price of $6.6 million. All purchases were made during 2002. The Company generally uses treasury shares to support the future exercise of options granted under its stock option plans. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company's Annual Meeting of Shareholders was held on May 25, 2005. At the Annual Meeting, the following proposal was voted upon by the shareholders as indicated below: Election of the following Directors: <TABLE> <CAPTION> Directors Voted For Withheld - --------- ---------- ---------- <S> <C> <C> J. Cliff Eason 56,422,872 698,745 Joseph A. Reali 46,149,630 10,971,987 </TABLE> ITEM 6. EXHIBITS See index to exhibits. 32
SIGNATURES Pursuant to the requirements 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 August 4, 2005 --------------------------------------- A. Greig Woodring President & Chief Executive Officer (Principal Executive Officer) By: /s/ Jack B. Lay August 4, 2005 -------------------------------------- Jack B. Lay Executive Vice President & Chief Financial Officer (Principal Financial and Accounting Officer) 33
INDEX TO EXHIBITS <TABLE> <CAPTION> Exhibit Number Description - ------ ----------- <S> <C> 3.1 Restated Articles of Incorporation, incorporated by reference to Exhibit 3.1 of Current Report on Form 8-K filed June 30, 2004. 3.2 Bylaws of RGA, as amended, incorporated by reference to Exhibit 3.2 of Quarterly Report on Form 10-Q filed August 6, 2004. 10.1* Summary of the compensation arrangement for non-employee directors effective January 1, 2005, incorporated by reference to Exhibit 10.1 to Form 8-K dated April 22, 2005 (File No. 1-11848), filed April 25, 2005. 31.1 Certification of Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002 </TABLE> * Denotes management contract or compensatory plan arrangements. 34