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 SEPTEMBER 30, 2002
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 | |
COMMON STOCK OUTSTANDING ($.01 PAR VALUE) AS OF OCTOBER 31, 2002: 49,365,460
SHARES.
REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES
TABLE OF CONTENTS
ITEM PAGE
- ---- ----
PART I - FINANCIAL INFORMATION
1 Financial Statements
Condensed Consolidated Balance Sheets (Unaudited)
September 30, 2002 and December 31, 2001 3
Condensed Consolidated Statements of Income (Unaudited)
Three and nine months ended September 30, 2002 and 2001 4
Condensed Consolidated Statements of Cash Flows (Unaudited)
Nine months ended September 30, 2002 and 2001 5
Notes to Unaudited Condensed Consolidated Financial
Statements (Unaudited) 6
2 Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
3 Qualitative and Quantitative Disclosures About Market Risk 21
4 Controls and Procedures 21
PART II - OTHER INFORMATION
1 Legal Proceedings 22
6 Exhibits and Reports on Form 8-K 22
Signatures 23
Certifications 24
Index to Exhibits 26
2
REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
September 30, December 31,
2002 2001
------------- -------------
(Dollars in thousands)
ASSETS
Fixed maturity securities:
Available-for-sale at fair value (amortized cost of $3,194,502 and
$2,765,422 at September 30, 2002 and December 31, 2001, respectively) $ 3,348,660 $ 2,768,285
Mortgage loans on real estate 198,600 163,948
Policy loans 779,828 774,660
Funds withheld at interest 1,351,811 1,142,643
Short-term investments 3,900 140,573
Other invested assets 119,392 98,315
------------- -------------
Total investments 5,802,191 5,088,424
Cash and cash equivalents 131,799 226,670
Accrued investment income 75,242 30,454
Premiums receivable 195,808 161,436
Reinsurance ceded receivables 425,401 410,947
Deferred policy acquisition costs 913,373 800,319
Other reinsurance balances 146,019 146,427
Other assets 39,331 29,668
------------- -------------
Total assets $ 7,729,164 $ 6,894,345
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Future policy benefits $ 2,333,370 $ 2,101,777
Interest sensitive contract liabilities 2,584,202 2,325,264
Other policy claims and benefits 670,849 650,082
Other reinsurance balances 120,333 47,687
Deferred income taxes 286,721 162,092
Other liabilities 69,439 120,374
Long-term debt 325,365 323,396
Company-obligated mandatorily redeemable preferred securities of subsidiary
trust holding solely junior subordinated debentures of the Company 158,344 158,085
------------- -------------
Total liabilities 6,548,623 5,888,757
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; 75,000,000 shares authorized,
51,053,273 shares issued at September 30, 2002 and December 31, 2001,
respectively) 511 511
Warrants 66,915 66,915
Additional paid-in capital 612,003 611,806
Retained earnings 449,876 369,349
Accumulated other comprehensive income (loss):
Accumulated currency translation adjustment, net of income taxes 3,750 (6,088)
Unrealized appreciation (depreciation) of securities, net of income taxes 90,236 (87)
------------- -------------
Total stockholders' equity before treasury stock 1,223,291 1,042,406
Less treasury shares held of 1,686,313 and 1,526,730 at cost at
September 30, 2002 and December 31, 2001, respectively (42,750) (36,818)
------------- -------------
Total stockholders' equity 1,180,541 1,005,588
------------- -------------
Total liabilities and stockholders' equity $ 7,729,164 $ 6,894,345
============= =============
See accompanying notes to unaudited condensed consolidated financial statements.
3
REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three months ended Nine months ended
September 30, September 30,
---------------------------- ----------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
(Dollars in thousands, except per share data)
REVENUES:
Net premiums $ 455,750 $ 387,825 $ 1,390,113 $ 1,179,746
Investment income, net of related expenses 82,499 90,693 260,779 251,058
Realized investment gains (losses), net 1,066 (26,324) (10,951) (35,356)
Other revenues 10,839 5,922 27,734 21,850
------------ ------------ ------------ ------------
Total revenues 550,154 458,116 1,667,675 1,417,298
BENEFITS AND EXPENSES:
Claims and other policy benefits 342,301 314,882 1,096,797 954,652
Interest credited 22,156 32,639 79,777 79,590
Policy acquisition costs and other insurance expenses 96,303 70,672 252,606 203,947
Other operating expenses 26,358 22,802 67,734 66,880
Interest expense 9,006 4,431 26,475 13,719
------------ ------------ ------------ ------------
Total benefits and expenses 496,124 445,426 1,523,389 1,318,788
------------ ------------ ------------ ------------
Income from continuing operations before income taxes 54,030 12,690 144,286 98,510
Provision for income taxes 19,307 3,705 51,603 37,369
------------ ------------ ------------ ------------
Income from continuing operations 34,723 8,985 92,683 61,141
Discontinued operations:
Loss from discontinued accident and health operations,
net of income taxes (1,135) -- (3,264) --
------------ ------------ ------------ ------------
Net income $ 33,588 $ 8,985 $ 89,419 $ 61,141
============ ============ ============ ============
Earnings per share from continuing operations:
Basic earnings per share $ 0.70 $ 0.18 $ 1.88 $ 1.24
============ ============ ============ ============
Diluted earnings per share $ 0.70 $ 0.18 $ 1.87 $ 1.22
============ ============ ============ ============
Earnings per share from net income:
Basic earnings per share $ 0.68 $ 0.18 $ 1.81 $ 1.24
============ ============ ============ ============
Diluted earnings per share $ 0.68 $ 0.18 $ 1.80 $ 1.22
============ ============ ============ ============
See accompanying notes to unaudited condensed consolidated financial statements.
4
REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine months ended
September 30,
----------------------------
2002 2001
------------ ------------
(Dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 89,419 $ 61,141
Adjustments to reconcile net income to net cash provided by
operating activities:
Change in:
Accrued investment income (44,788) (35,237)
Premiums receivable (34,372) 40,943
Deferred policy acquisition costs (128,378) (147,144)
Reinsurance ceded balances (14,454) (48,598)
Future policy benefits, other policy claims and benefits, and
other reinsurance balances 325,414 229,621
Deferred income taxes 74,211 14,815
Other assets and other liabilities (60,598) 8,301
Amortization of net investment discounts, goodwill and other (11,421) (26,991)
Realized investment losses, net 10,951 35,356
Other, net 10,360 10,103
------------ ------------
Net cash provided by operating activities 216,344 142,310
CASH FLOWS FROM INVESTING ACTIVITIES:
Sales and maturities of fixed maturity securities - Available for sale 1,627,768 958,151
Purchases of fixed maturity securities - Available for sale (2,047,969) (951,577)
Cash invested in mortgage loans on real estate (43,250) (37,875)
Cash invested in funds withheld at interest (38,276) (29,098)
Cash invested in policy loans (8,948) (9,164)
Principal payments on policy loans and mortgage loans on real estate 12,384 10,316
Change in short-term investments and other invested assets 114,109 (28,672)
------------ ------------
Net cash used in investing activities (384,182) (87,919)
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends to stockholders (8,892) (8,887)
Borrowings under credit agreements -- 45,989
Reissuance (purchase) of treasury stock (6,594) 1,891
Exercise of stock options 662 --
Excess deposits on universal life and other
investment type policies and contracts 88,045 18,901
------------ ------------
Net cash provided by financing activities 73,221 57,894
Effect of exchange rate changes (254) 433
------------ ------------
Change in cash and cash equivalents (94,871) 112,718
Cash and cash equivalents, beginning of period 226,670 70,797
------------ ------------
Cash and cash equivalents, end of period $ 131,799 $ 183,515
============ ============
Supplementary disclosure of cash flow information:
Amount of interest paid $ 20,875 $ 13,156
Amount of income taxes paid $ 11,301 $ 30,990
See accompanying notes to unaudited condensed consolidated financial statements.
5
REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of
Reinsurance Group of America, Incorporated ("RGA") and 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
nine-month period ended September 30, 2002 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2002. These
condensed consolidated financial statements should be read in conjunction with
the consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2001
("Annual Report").
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 2002 presentation.
2. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per
share on income from continuing operations (in thousands, except per share
information):
-------------------------------------------------
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2002 2001 2002 2001
---------- ---------- ---------- ----------
Earnings:
Income from continuing operations (numerator for
basic and diluted calculations)
$ 34,723 $ 8,985 $ 92,683 $ 61,141
Shares:
Weighted average outstanding shares (denominator
for basic calculation) 49,363 49,446 49,371 49,396
Equivalent shares from outstanding stock options
276 524 312 526
---------- ---------- ---------- ----------
Denominator for diluted calculation 49,639 49,970 49,683 49,922
Earnings per share:
Basic $ 0.70 $ 0.18 $ 1.88 $ 1.24
Diluted $ 0.70 $ 0.18 $ 1.87 $ 1.22
========== ========== ========== ==========
The calculation of equivalent shares from outstanding stock options does not
include the impact of options having a strike price that exceeds the average
stock price for the earnings period, as the result would be antidilutive. For
the three and nine month periods ended September 30, 2002, approximately 1.4
million and 0.9 million, respectively, in outstanding stock options were not
included in the calculation of common equivalent shares. For the three and nine
month periods ended September 30, 2001, substantially all outstanding stock
options were included in the calculation of common equivalent shares. These
options were outstanding at the end of their respective periods. Additionally,
outstanding warrants to purchase Company common stock under certain
circumstances were antidilutive to the calculation of earnings per share.
3. COMPREHENSIVE INCOME (LOSS)
The following schedule reflects the change in accumulated other comprehensive
income (loss) for the three and nine-month periods ended September 30, 2002 and
2001 (dollars in thousands):
6
---------------------------------------------------------------
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
2002 2001 2002 2001
------------- ------------- ------------- -------------
Net income $ 33,588 $ 8,985 $ 89,419 $ 61,141
Accumulated other comprehensive
income (expense), net of income taxes:
Unrealized gains on securities 83,380 32,097 90,323 13,746
Foreign currency items (20,061) (8,789) 9,838 (13,755)
------------- ------------- ------------- -------------
Comprehensive income $ 96,907 $ 32,293 $ 189,580 $ 61,132
============= ============= ============= =============
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 Annual Report. The
Asia Pacific, Latin America and Europe & South Africa operational segments are
presented herein as one reportable segment, Other International. The Company
measures segment performance based on profit or loss from operations before
income taxes. There are no intersegment 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.
Due to the economic uncertainty in Argentina and losses associated with
Argentine privatized pension business, the Company has scaled back its
operations in Latin America. Reinsurance of the Argentine pension business was
conducted through the Company's principal operating subsidiary based in
Missouri.
The Company's reportable segments are strategic business units that are
segregated by geographic region. Information related to total revenues and
income from continuing operations before income taxes are summarized below
(dollars in thousands).
---------------------------------------------------------------
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
2002 2001 2002 2001
------------- ------------- ------------- -------------
REVENUES
U.S $ 389,930 $ 345,462 $ 1,201,339 $ 1,047,792
Canada 60,928 57,010 184,722 183,622
Other International 94,698 55,682 266,654 184,765
Corporate 4,598 (38) 14,960 1,119
------------- ------------- ------------- -------------
Total from continuing operations $ 550,154 $ 458,116 $ 1,667,675 $ 1,417,298
============= ============= ============= =============
INCOME (LOSS) FROM CONTINUING
OPERATIONS BEFORE INCOME TAXES
U.S $ 55,330 $ 30,445 $ 132,832 $ 104,574
Canada 8,678 8,301 27,428 40,444
Other International (819) (19,016) 4,584 (24,982)
Corporate (9,159) (7,040) (20,558) (21,526)
------------- ------------- ------------- -------------
Total from continuing operations $ 54,030 $ 12,690 $ 144,286 $ 98,510
============= ============= ============= =============
Assets for the U.S. and Canada segments increased approximately 17% and 12%,
respectively, from the amounts disclosed in Note 18 of the Annual Report. This
increase was primarily related to new business and continuing growth in the
North American markets. Other International assets have not materially changed
since year-end.
5. DIVIDENDS
The board of directors declared a dividend of six cents per share of common
stock on July 24, 2002. This dividend was paid on August 27, 2002 to
shareholders of record as of August 6, 2002.
7
6. STOCK TRANSACTIONS
Under a plan approved by the board of directors, the Company may purchase up to
$50 million of its shares of stock on the open market as conditions warrant.
During the three months ended March 31, 2002, the Company purchased 225,500
shares of treasury stock at an aggregate cost of $6.6 million. No shares have
been repurchased since March 31, 2002. The Company generally uses treasury
shares to support the future exercise of options granted under its stock option
plans.
7. COMMITMENTS AND CONTINGENT LIABILITIES
From time to time, the Company is subject to litigation and arbitration related
to its reinsurance business and to employment-related matters in the normal
course of its business. The Company is currently a party to arbitrations that
involve three separate medical reinsurance arrangements, three arbitrations
relative to the Company's portfolio of personal accident business, one lawsuit
seeking to enforce an arbitration award relating to a medical reinsurance
arrangement, and one lawsuit involving aviation bodily injury carve-out
reinsurance coverage. Currently, the ceding companies involved in these disputes
have raised claims that are $41.8 million in excess of the amounts held as a
liability by the Company. 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. See Note 22 of
the Annual Report for more information. While it is not feasible to predict the
outcome of the pending arbitrations or legal proceedings or provide reasonable
ranges of potential losses, it is the opinion of management 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. However, the impact on the Company's results of
operations in any particular future period could be material.
The Company has obtained letters of credit in favor of various affiliated and
unaffiliated insurance companies from which the Company assumes business. This
allows the ceding company to take statutory reserve credits. The letters of
credit issued by banks represent a guarantee of performance under the
reinsurance agreements. Additionally, the Company utilizes letters of credit to
secure reserve credits when it retrocedes business to its offshore subsidiaries.
As of September 30, 2002, there were approximately $38.0 million of outstanding
letters of credit in favor of unaffiliated entities and $335.7 million in favor
of entities affiliated with the Company. Fees associated with letters of credit
are not fixed and are based on the Company's ratings and the general
availability of these instruments in the marketplace. The letters of credit are
for a term of one year and renew automatically unless the issuing financial
institution notifies the Company of its intent not to renew at least 30 days
prior to their expiration.
8. ACCOUNTING STANDARDS
In June 2002, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." Under SFAS No. 146, costs
associated with an exit or disposal activity shall be recognized at fair value
in the period in which the liability is incurred rather than at the date of a
commitment to an exit or disposal plan. The provisions of the statement will be
effective for exit or disposal activities that are initiated after December 31,
2002. The Company does not expect the statement to have a material effect on
future earnings.
In July 2001, the FASB issued SFAS No. 141, "Business Combinations" and SFAS No.
142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires business
combinations initiated after June 30, 2001 to be reported using the purchase
method of accounting, and broadens the criteria for recording intangible assets
separate from goodwill. SFAS No. 142 requires the use of a non-amortization
approach to account for purchased goodwill and certain intangibles. Under a
non-amortization approach, goodwill and certain intangibles are not amortized
into results of operations, but instead are reviewed for impairment and written
down and charged to results of operations only in the periods in which the
recorded value of goodwill and certain intangibles is more than its fair value.
During the first quarter of 2002, the company completed the transitional
impairment test of goodwill. The results of the impairment test did not have a
material impact to the Company's results of operations. During the nine months
ended September 30, 2002, there were no changes to goodwill as a result of
acquisitions or disposals. Goodwill as of September 30, 2002 totaled $7.0
million and was related to the Company's purchase of RGA Financial Group L.L.C.
in 2000. Goodwill amortization in the comparable prior-year period was not
material to the Company's results of operations.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The Company has five main operational segments segregated primarily by
geographic region: U.S., Canada, Latin America, Asia Pacific, and Europe & South
Africa operations. The Asia Pacific, Latin America, and Europe & South Africa
operational segments are presented herein as one reportable segment, Other
International. The U.S. operations provide traditional life, asset-intensive,
and financial reinsurance to domestic clients. Asset-intensive products
primarily include reinsurance of corporate-owned and bank-owned life insurance
and annuities. The Canada operations provide insurers with traditional
reinsurance as well as creditor and critical illness products. The Latin America
operations include traditional reinsurance, reinsurance of privatized pension
products primarily in Argentina, which the Company ceased writing during 2001,
and direct life insurance through a subsidiary in Argentina. Asia Pacific
operations provide primarily traditional life and critical illness reinsurance
and, to a lesser extent, financial reinsurance. Europe & South Africa operations
include traditional life and critical illness business from Europe and South
Africa, in addition to other markets being developed by the Company. The
operational segment results do not include the corporate investment activity,
general corporate expenses, interest expense of RGA, and the provision for
income tax expense (benefit). In addition, the Company's discontinued accident
and health operations are not reflected in the continuing operations of the
Company. The Company measures segment performance based on profit or loss from
operations before income taxes.
As disclosed in the Company's 2002 second quarter Form 10-Q, MetLife, Inc., the
beneficial owner of 59% of the Company's outstanding shares, responded to a
comment by the Securities and Exchange Commission ("SEC") related to "funds
withheld at interest" on certain types of modified coinsurance reinsurance
contracts to which the Company is a party. MetLife provided a response to the
SEC and has not received additional comments or questions on this issue.
Consolidated income from continuing operations before income taxes increased
$41.3 million and $45.8 million for the third quarter and first nine months of
2002, as compared to the respective prior-year periods. After-tax diluted
earnings per share from continuing operations were $0.70 and $1.87 for the third
quarter and first nine months of 2002, respectively, compared to $0.18 and $1.22
for the prior-year periods.
Consolidated investment income from continuing operations decreased 9.0% and
increased 3.9% during the third quarter and first nine months of 2002,
respectively. Contributing to the decrease during the third quarter of 2002 was
the reduced investment performance on an annuity treaty. A decline in the
performance of the assets supporting this treaty resulted in a decrease in the
investment income of $13.0 million and $14.3 million, which in turn resulted in
a decrease in the interest credited of $11.9 million and $10.9 million for the
third quarter and first nine months of 2002, respectively. Excluding investment
income from this annuity treaty, investment income from continuing operations
increased 5.8% and 10.1% during the third quarter and first nine months of 2002,
respectively. The increase was primarily attributable to a larger invested asset
base due to funds received from the issuance of Preferred Income Equity
Redeemable Securities ("PIERS") units in December of 2001 and normal cash flows
from operations offset slightly by a lower yield. The average invested asset
book yield earned on investments was 6.59% for the third quarter of 2002
compared to 6.99% for the comparable prior-year period. The decrease in overall
yield reflected declining interest rates on fixed maturity securities.
Investment income is allocated to the segments based upon average assets and
related capital levels deemed appropriate to support the segment business
volumes.
Consolidated other expenses include general corporate expenses that are not
allocated to the operational segments.
The effective tax rate was 35.7% for the third quarter and 35.8% for the first
nine months of 2002, compared to 29.2% and 37.9% for the comparable prior-year
periods. The effective tax rate for the third quarter of 2001 was below the
current year rate primarily due to prior-year losses in certain foreign
subsidiaries that were subject to a valuation allowance. The decrease in the
effective rate for the first nine months of 2002 was due to the release of net
valuation allowances when compared on a year to date basis.
Further discussion and analysis of the results for 2002 compared to 2001 are
presented by segment.
9
U.S. OPERATIONS (dollars in thousands)
FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2002
----------------------------------------------------
TRADITIONAL NON-TRADITIONAL TOTAL
ASSET- FINANCIAL U.S.
INTENSIVE REINSURANCE
----------- ----------- ----------- -----------
REVENUES:
Net premiums $ 317,472 $ 803 $ -- $ 318,275
Investment income, net of related expenses 43,338 17,495 28 60,861
Realized investment gains (losses), net 1,874 (295) -- 1,579
Other revenues 760 2,515 5,940 9,215
---------- ---------- ---------- ----------
Total revenues 363,444 20,518 5,968 389,930
BENEFITS AND EXPENSES:
Claims and other policy benefits 231,172 9,298 -- 240,470
Interest credited 13,868 6,642 -- 20,510
Policy acquisition costs and other insurance expenses 59,461 1,697 1,679 62,837
Other operating expenses 7,812 358 2,613 10,783
---------- ---------- ---------- ----------
Total benefits and expenses 312,313 17,995 4,292 334,600
Income before income taxes $ 51,131 $ 2,523 $ 1,676 $ 55,330
========== ========== ========== ==========
FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2001
----------------------------------------------------
TRADITIONAL NON-TRADITIONAL TOTAL
ASSET- FINANCIAL U.S.
INTENSIVE REINSURANCE
----------- ----------- ----------- -----------
REVENUES:
Net premiums $ 279,239 $ 739 $ -- $ 279,978
Investment income, net of related expenses 38,251 27,990 68 66,309
Realized investment gains (losses), net (6,113) 956 -- (5,157)
Other revenues 283 350 3,699 4,332
---------- ---------- ---------- ----------
Total revenues 311,660 30,035 3,767 345,462
BENEFITS AND EXPENSES:
Claims and other policy benefits 227,643 227 -- 227,870
Interest credited 12,632 19,511 -- 32,143
Policy acquisition costs and other insurance expenses 38,820 5,464 479 44,763
Other operating expenses 7,922 284 2,035 10,241
---------- ---------- ---------- ----------
Total benefits and expenses 287,017 25,486 2,514 315,017
Income before income taxes $ 24,643 $ 4,549 $ 1,253 $ 30,445
========== ========== ========== ==========
10
FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2002
----------------------------------------------------
TRADITIONAL NON-TRADITIONAL TOTAL
ASSET- FINANCIAL U.S.
INTENSIVE REINSURANCE
----------- ----------- ----------- -----------
REVENUES:
Net premiums $ 995,490 $ 2,796 $ -- $ 998,286
Investment income, net of related expenses 119,301 63,943 155 183,399
Realized investment losses, net (1,110) (4,255) -- (5,365)
Other revenues 1,540 5,684 17,795 25,019
---------- ---------- ---------- ----------
Total revenues 1,115,221 68,168 17,950 1,201,339
BENEFITS AND EXPENSES:
Claims and other policy benefits 781,745 17,014 -- 798,759
Interest credited 41,507 35,453 -- 76,960
Policy acquisition costs and other insurance expenses 151,629 8,126 5,517 165,272
Other operating expenses 19,767 744 7,005 27,516
---------- ---------- ---------- ----------
Total benefits and expenses 994,648 61,337 12,522 1,068,507
Income before income taxes $ 120,573 $ 6,831 $ 5,428 $ 132,832
========== ========== ========== ==========
FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2001
----------------------------------------------------
TRADITIONAL NON-TRADITIONAL TOTAL
ASSET- FINANCIAL U.S.
INTENSIVE REINSURANCE
----------- ----------- ----------- -----------
REVENUES:
Net premiums $ 864,105 $ 2,127 $ -- $ 866,232
Investment income, net of related expenses 112,334 64,698 462 177,494
Realized investment gains (losses), net (16,460) 1,802 -- (14,658)
Other revenues 787 1,720 16,217 18,724
---------- ---------- ---------- ----------
Total revenues 960,766 70,347 16,679 1,047,792
BENEFITS AND EXPENSES:
Claims and other policy benefits 691,184 4,095 -- 695,279
Interest credited 37,890 40,256 -- 78,146
Policy acquisition costs and other insurance expenses 121,971 13,486 5,744 141,201
Other operating expenses 21,826 567 6,199 28,592
---------- ---------- ---------- ----------
Total benefits and expenses 872,871 58,404 11,943 943,218
Income before income taxes $ 87,895 $ 11,943 $ 4,736 $ 104,574
========== ========== ========== ==========
Income before income taxes for the U.S. operations segment totaled $55.3 million
and $132.8 million for the third quarter and first nine months of 2002,
respectively, an increase of 81.7% and 27.0% from the comparable prior-year
periods. The increase in income during the third quarter and for the first nine
months of 2002 can primarily be attributed to premium growth, favorable claim
experience in the third quarter of 2002 and the prior-year impact of claims
associated with the September 11 terrorist attacks. Realized losses on
investment securities also decreased $6.7 million and $9.3 million for the third
quarter and first nine months of 2002. Net premium growth for the U.S.
operations segment remained strong with a 13.7% and 15.2% increase in the third
quarter and first nine months of 2002, respectively, compared to the same
periods last year.
11
Traditional Reinsurance
The U.S. traditional reinsurance sub-segment is the oldest and largest
sub-segment of the Company. This sub-segment provides life reinsurance to
domestic clients for a variety of life products through yearly renewable term
agreements, coinsurance, and modified coinsurance arrangements. These
reinsurance arrangements may be either facultative or automatic agreements.
During the third quarter and first nine months of 2002, production totaled $28.6
billion and $102.8 billion face amount of new business, respectively, compared
to $32.3 billion and $71.4 billion for the same periods in 2001. The production
during 2002 and the comparable prior-year periods was realized on both new and
existing treaties. Management believes industry consolidation, demutualizations,
and the trend towards reinsuring mortality risks should continue to provide
reinsurance opportunities, although the timing and level of production is
uncertain.
Income before income taxes for U.S. traditional reinsurance increased 107.5% and
37.2% for the third quarter and first nine months of 2002, respectively. The
increases were primarily due to the impact of the September 11 terrorists
attacks in 2001 ($16.1 million net claims) and a decrease in realized losses on
investment securities of $8.0 million and $15.4 million for the third quarter
and first nine months of 2002, respectively. Also contributing to the increase
for the third quarter was better than expected mortality experience.
Net premiums for U.S. traditional reinsurance increased 13.7% and 15.2% in the
third quarter and first nine months of 2002, respectively. New premiums from
facultative and automatic treaties and renewal premiums on existing blocks of
business all contributed to continued growth.
Net investment income increased 13.3% and 6.2% for the third quarter and first
nine months of 2002, respectively. The increase was due to the growth in the
invested asset base, primarily due to increased operating cash flows on
traditional reinsurance, which was partially offset by the lower yields as a
result of a general decline in interest rates.
Claims and other policy benefits, as a percentage of net premiums, were 72.8%
and 78.5% in the third quarter and first nine months of 2002, respectively,
compared to 81.5% and 80.0% for the same periods in 2001. The prior year loss
ratios, when adjusted for the claims related to the terrorist attacks of
September 11, 2001, were 75.8% and 78.1% for the third quarter and first nine
months of 2001, respectively. The remaining decrease in claims as a percentage
of premiums for the third quarter relates primarily to favorable mortality
experience. The level of death claims may fluctuate from period to period, but
exhibits less volatility over the long term.
Interest credited relates to amounts credited on the Company's cash value
products in this sub-segment, which have a significant mortality component. This
amount fluctuates with the changes in deposit levels, cash surrender values and
investment performance.
As a percentage of net premiums, policy acquisition costs and other insurance
expenses were 18.7% and 15.2% for the third quarter and first nine months of
2002, respectively, compared to 13.9% and 14.1% for the same periods in 2001.
This percentage fluctuates due to variations in the mixture of business being
written.
Asset-Intensive Reinsurance
The U.S. asset-intensive reinsurance sub-segment includes the reinsurance of
annuities and corporate-owned and bank-owned life insurance. Most of these
agreements are coinsurance or modified coinsurance of non-mortality risks such
that the Company recognizes profit or losses primarily from the spread between
the investment earnings and interest credited on the underlying deposit
liabilities.
Income before income taxes for the third quarter and first nine months of 2002
decreased to $2.5 million and $6.8 million, respectively, as compared to $4.5
million and $11.9 million in the prior-year periods. The decrease for the third
quarter is primarily due to the impact of higher than expected lapses on an
annuity treaty resulting in a $3.0 million pre-tax loss coupled with an increase
in realized losses on investment securities of $1.3 million. For the first nine
months of 2002, realized losses on investment securities were $6.1 million
higher than the prior year.
Total revenues, which are comprised primarily of investment income, decreased
31.7% and 3.1% in the third quarter and first nine months of 2002, respectively.
Contributing to the decrease in revenues was the reduced investment
12
performance on an annuity treaty. The decrease in investment income and
interest credited for the comparable periods is primarily due to results on a
distinct block of annuities. A decline in the performance of the assets
supporting this block of annuities resulted in a decrease in the investment
income of $13.0 million and $14.3 million, which in turn resulted in a decrease
in the interest credited of $11.9 million and $10.9 million for the third
quarter and first nine months of 2002, respectively. Realized losses on
investment securities also increased for the comparable periods contributing to
the reduction in revenues. Invested assets held as of September 30, 2002 and
2001 were $1.7 billion and $1.5 billion, respectively. Average invested assets
outstanding for this sub-segment increased by $321.1 million and $297.2 million
for the third quarter and first nine months of 2002, respectively, compared to
the comparable prior-year periods.
Total benefits and expenses, which include claims and other policy benefits,
interest credited, policy acquisition costs and other insurance expenses, and
other operating expenses, decreased 29.4% and increased 5.0% in the third
quarter and first nine months of 2002, respectively. The decrease for the third
quarter can be attributed to lower interest credited due to reduced investment
performance on the treaty previously mentioned. Contributing to the increase in
expenses for the first nine months was an increase in claims and other policy
benefits somewhat offset by lower interest credited.
The Company performs quarterly analyses to determine that deferred policy
acquisition costs remain recoverable, and if necessary, the cumulative
amortization is re-estimated and adjusted by a cumulative charge or credit to
current operations. To the extent the Company reduces its expectations of gross
profit on certain business due to emerging experience on lapses, investment
performance or other factors, a charge to deferred acquisition costs may be
necessary. This analysis resulted in a prospective unlocking of GAAP assumptions
which contributed $2.3 million of the $3.0 million pre-tax loss for the third
quarter on the annuity treaty discussed above.
Financial Reinsurance
The U.S. financial reinsurance sub-segment includes net fees earned on financial
reinsurance agreements and the Company's investment in RGA Financial Group.
Financial reinsurance agreements represent low mortality risk business that the
Company assumes and generally retrocedes with a net fee earned on the
transaction. 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.
Income before income taxes was $1.7 million and $5.4 million in the third
quarter and first nine months of 2002, respectively, as compared to $1.3 million
and $4.7 million in the prior-year periods. The increase over the prior year can
be attributed to higher amounts of financial reinsurance outstanding during the
respective periods. At September 30, 2002 and 2001, the amount of outstanding
statutory financial reinsurance assumed from client companies, as measured by
pre-tax statutory surplus, was $627.7 million and $466.8 million, respectively.
13
CANADA OPERATIONS (dollars in thousands)
----------------------------------------------------------------
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
2002 2001 2002 2001
------------- ------------- ------------- -------------
REVENUES:
Net premiums $ 41,894 $ 39,975 $ 132,571 $ 126,689
Investment income, net of related expenses 18,752 17,442 52,133 48,739
Realized investment gains (losses), net 164 (501) (22) 8,015
Other revenues 118 94 40 179
------------- ------------- ------------- -------------
Total revenues 60,928 57,010 184,722 183,622
BENEFITS AND EXPENSES:
Claims and other policy benefits 46,278 43,164 137,104 126,259
Interest credited 345 69 733 248
Policy acquisition costs and other insurance
expenses 2,880 3,309 12,142 10,163
Other operating expenses 2,747 2,167 7,315 6,508
------------- ------------- ------------- -------------
Total benefits and expenses 52,250 48,709 157,294 143,178
Income before income taxes $ 8,678 $ 8,301 $ 27,428 $ 40,444
============= ============= ============= =============
Income before income taxes increased 4.5% and decreased 32.2% in the third
quarter and first nine months of 2002, respectively. Excluding realized
investment gains and losses, income before income taxes was $8.5 million and
$27.4 million in the third quarter and first nine months of 2002, respectively,
compared to $8.8 million and $32.4 million in the prior-year periods. The
decrease in pre-tax income excluding realized investment gains and losses
reflects favorable mortality experience in the previous year as well as
unfavorable mortality experience in the current year. In addition, weakness in
the Canadian dollar during 2002 adversely affected the reported income before
income taxes for the first nine months by $0.4 million.
Net premiums increased 4.8% and 4.6% in the third quarter and first nine months
of 2002, respectively. The year to date increase is primarily the result of
current-year production. The decline in the strength of the Canadian dollar had
an adverse effect on the net premiums reported of $0.5 million or 1.2% and $2.5
million or 1.9% in the third quarter and the first nine months, respectively.
Premium levels are significantly influenced by large transactions and reporting
practices of ceding companies and therefore can fluctuate from period to period.
Net investment income increased 7.5% and 7.0% in the third quarter and first
nine months of 2002, respectively. The increase is due to an increase in the
invested asset base, offset by the effects of the change in the foreign exchange
rate of $0.2 million or 1.1% and $0.8 million or 1.5% in the respective periods.
The invested asset base growth is due to operating cash flows on traditional
reinsurance, proceeds from capital contributions made to the segment, and
interest on the growth of funds withheld at interest.
Claims and other policy benefits increased 7.2% and 8.6% during the third
quarter and first nine months of 2002, respectively. Claims and other policy
benefits as a percentage of net premiums were 110.5% and 103.4% in the third
quarter and first nine months of 2002, respectively, compared to 108.0% and
99.7% in the prior-year periods. The increased percentages experienced are
primarily the result of several large inforce blocks assumed in 1998 and 1997.
These blocks are mature blocks of level premium business in which mortality as a
percentage of premiums is expected to be higher than the historic ratios.
Additionally, the Canadian segment had better mortality experience in the prior
year. The level of death claims may fluctuate from period to period, but
exhibits less volatility over the long term.
Policy acquisition costs and other insurance expenses as a percentage of net
premiums totaled 6.9% and 9.2% for the third quarter and first nine months of
2002, respectively, compared to 8.3% and 8.0% in the prior-year periods.
14
Policy acquisition costs as a percentage of net premiums are affected by the
level of creditor business, which upon loss of life, reinsures the amount of
unpaid principal on mortgage or auto loans. This type of reinsurance has
significant allowances for commissions. Excluding creditor business, policy
acquisition costs and other insurance expenses as a percentage of net premiums
totaled 6.0% and 7.5% for the third quarter and first nine months of 2002,
respectively, compared to 5.3% and 5.9% in the prior-year periods. The remaining
increase is primarily due to the mix of business in the segment, which varies
from period to period, primarily due to new production.
OTHER INTERNATIONAL OPERATIONS (dollars in thousands)
FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2002
----------------------------------------------------------
TOTAL
LATIN EUROPE & OTHER
ASIA PACIFIC AMERICA SOUTH AFRICA INTERNATIONAL
------------ ----------- ------------- -------------
REVENUES:
Net premiums $ 32,839 $ 570 $ 62,172 $ 95,581
Investment income (losses), net of related expenses 1,722 (253) 343 1,812
Realized investment gains (losses), net 48 (3,695) 8 (3,639)
Other revenues 431 73 440 944
-------- -------- -------- --------
Total revenues 35,040 (3,305) 62,963 94,698
BENEFITS AND EXPENSES:
Claims and other policy benefits 19,689 (1,223) 37,087 55,553
Interest credited -- 1,301 -- 1,301
Policy acquisition costs and other insurance expenses 10,244 129 20,213 30,586
Other operating expenses 3,809 1,361 2,534 7,704
Interest expense 225 -- 148 373
-------- -------- -------- --------
Total benefits and expenses 33,967 1,568 59,982 95,517
Income (loss) before income taxes $ 1,073 $ (4,873) $ 2,981 $ (819)
======== ======== ======== ========
FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2001
----------------------------------------------------------
TOTAL
LATIN EUROPE & OTHER
ASIA PACIFIC AMERICA SOUTH AFRICA INTERNATIONAL
------------ ------- ------------- -------------
REVENUES:
Net premiums $ 30,953 $ 9,072 $ 27,847 $ 67,872
Investment income (losses), net of related expenses 998 3,256 (141) 4,113
Realized investment losses, net (67) (17,700) (31) (17,798)
Other revenues 892 118 485 1,495
-------- -------- -------- --------
Total revenues 32,776 (5,254) 28,160 55,682
BENEFITS AND EXPENSES:
Claims and other policy benefits 17,489 10,639 15,720 43,848
Interest credited -- 427 -- 427
Policy acquisition costs and other insurance expenses 11,473 2,671 8,455 22,599
Other operating expenses 2,821 2,120 2,483 7,424
Interest expense 219 -- 181 400
-------- -------- -------- --------
Total benefits and expenses 32,002 15,857 26,839 74,698
Income (loss) before income taxes $ 774 $(21,111) $ 1,321 $(19,016)
======== ======== ======== ========
15
FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2002
--------------------------------------------------------
TOTAL
LATIN EUROPE & OTHER
ASIA PACIFIC AMERICA SOUTH AFRICA INTERNATIONAL
------------ ---------- ------------- -------------
REVENUES:
Net premiums $ 97,831 $ 7,098 $ 154,327 $ 259,256
Investment income, net of related expenses 4,876 3,649 591 9,116
Realized investment losses, net (125) (3,954) (288) (4,367)
Other revenues 1,706 167 776 2,649
---------- ---------- ---------- ----------
Total revenues 104,288 6,960 155,406 266,654
BENEFITS AND EXPENSES:
Claims and other policy benefits 63,849 1,802 95,283 160,934
Interest credited -- 2,084 -- 2,084
Policy acquisition costs and other insurance expenses 24,260 2,439 48,493 75,192
Other operating expenses 10,086 4,779 7,883 22,748
Interest expense 613 -- 499 1,112
---------- ---------- ---------- ----------
Total benefits and expenses 98,808 11,104 152,158 262,070
Income (loss) before income taxes $ 5,480 $ (4,144) $ 3,248 $ 4,584
========== ========== ========== ==========
FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2001
--------------------------------------------------------
TOTAL
LATIN EUROPE & OTHER
ASIA PACIFIC AMERICA SOUTH AFRICA INTERNATIONAL
------------ ---------- ------------- -------------
REVENUES:
Net premiums $ 85,774 $ 41,567 $ 59,484 $ 186,825
Investment income, net of related expenses 3,279 10,992 1,110 15,381
Realized investment gains (losses), net 76 (20,568) (61) (20,553)
Other revenues 2,234 297 581 3,112
---------- ---------- ---------- ----------
Total revenues 91,363 32,288 61,114 184,765
BENEFITS AND EXPENSES:
Claims and other policy benefits 54,252 42,760 36,102 133,114
Interest credited -- 1,196 -- 1,196
Policy acquisition costs and other insurance expenses 26,350 8,777 17,455 52,582
Other operating expenses 7,989 6,341 7,371 21,701
Interest expense 683 -- 471 1,154
---------- ---------- ---------- ----------
Total benefits and expenses 89,274 59,074 61,399 209,747
Income (loss) before income taxes $ 2,089 $ (26,786) $ (285) $ (24,982)
========== ========== ========== ==========
Excluding realized investment gains and losses, income before income taxes for
the Other International segment was $2.8 million and $9.0 million for the third
quarter and first nine months of 2002, respectively, compared to losses of $1.2
million and $4.4 million for the comparable prior-year periods, as all
sub-segments reported stronger operating results during 2002. Net realized
investment gains (losses) primarily consisted of investment losses and
write-downs on Argentine securities that supported operations in the Latin
America sub-segment.
Net premiums increased 40.8% and 38.8% during the third quarter and first nine
months of 2002, respectively. The increase was primarily the result of renewal
premiums from existing blocks of business, new business premiums from
16
facultative and automatic treaties, and premiums associated with accelerated
critical illness coverage in Asia Pacific and Europe & South Africa. Accelerated
critical illness coverage provides a benefit in the event of a death from or the
diagnosis of a defined critical illness. Premiums earned during the third
quarter and first nine months of 2002 from this coverage totaled $34.6 million
and $84.9 million, respectively, compared to $11.8 million and $24.8 million in
the prior-year periods. The overall increase in net premiums was partially
offset by the exit from the Argentine privatized pension business in 2001 and
declining sales of direct insurance in Argentina. Premium levels are
significantly influenced by large transactions and reporting practices of ceding
companies and therefore can fluctuate from period to period.
Net investment income decreased 55.9% and 40.7% in the third quarter and first
nine months of 2002, respectively. The decrease is primarily due to a decrease
in allocated assets required to support the Argentine pension business,
primarily as a result of the devaluation of the Argentine peso. Investment
income is allocated to the segments based upon average assets and related
capital levels deemed appropriate to support the segment business volumes.
The amount of claims and other policy benefits increased 26.7% and 20.9% in the
third quarter and first nine months of 2002. The increase is due primarily to
overall increased business volume for the segment, particularly the Europe &
South Africa sub-segment. Claims and other policy benefits, as a percentage of
net premiums, were 58.1% and 62.1% in the third quarter and first nine months of
2002, respectively, compared to 64.6% and 71.3% in the prior-year period. For
the Latin America sub-segment, the amount of claims and other policy benefits
decreased $11.9 million and $41.0 million in the third quarter and first nine
months of 2002 due primarily to decreased business volume. During 2001, the
Company ceased renewal of reinsurance treaties associated with privatized
pension contracts in Argentina because of adverse development on the business.
It is estimated that claims for the privatized pension business will continue to
be paid over the next several years. The Company continually reviews its
reserves for this remaining privatized pension business, and adjusts reserve
levels as it considers appropriate based upon ongoing claims development and
impacts associated with the uncertainty of the economic situation in Argentina.
Interest credited represents amounts credited on Mexican and Argentine universal
life products. As a result of the volatility in the Argentine market related to
rising interest rates and inflationary indexes built into the treaties,
additional amounts of interest have been credited to the policies during 2002
compared to the same periods in 2001. Policy acquisition costs and other
insurance expenses as a percentage of net premiums were 32.0% and 29.0% in the
third quarter and first nine months of 2002, respectively, compared to 33.3% and
28.1% in 2001. These percentages fluctuate due to the timing of client company
reporting and variations in the mixture of business being written. Other
operating expenses remained fairly constant between periods. As a percentage of
premiums, other operating expenses decreased to 8.1% and 8.8% in the third
quarter and first nine months of 2002, respectively, from 10.9% and 11.6% in the
comparable prior-year periods. The Company believes that sustained growth in
premiums should lessen the burden of start-up expenses and expansion costs over
time.
CORPORATE AND OTHER SELECTED CONSOLIDATED INFORMATION
Corporate activity generally represents investment income on invested assets not
allocated to support segment operations, undeployed proceeds from the Company's
capital raising efforts, unallocated realized capital gains or losses, corporate
expenses that include unallocated overhead and executive costs, and interest
expense related to debt and the $225.0 million, 5.75% mandatorily redeemable
trust preferred securities issued by a wholly-owned subsidiary in 2001
("Preferred Securities").
Corporate revenues increased $4.6 million and $13.8 million during the third
quarter and first nine months of 2002, respectively. The increase is primarily a
result of unallocated investment income associated with an increase in invested
assets not allocated to support segment operations. Corporate unallocated other
operating expenses were less than one percent of consolidated premiums for the
first nine months of 2002 and 2001. Corporate interest expense was $8.6 million
and $25.4 million in the third quarter and first nine months of 2002,
respectively, and $4.0 million and $12.6 million in the prior-year periods. The
increase was primarily due to the issuance of the Preferred Securities.
DISCONTINUED OPERATIONS
At December 31, 1998, the Company formally reported its accident and health
division as a discontinued operation for financial reporting purposes. The
accident and health division was placed into run-off with all treaties being
terminated at the earliest possible date. This discontinued segment reported a
loss of $1.1 million and $3.3 million
17
for the third quarter and first nine months of 2002, respectively, compared to
breakeven results for prior-year periods. The losses primarily relate to adverse
claims development and legal fees. 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 uncertainty associated with the run-off of this business,
the impact on the Company's results of operations in any particular future
period could be material.
LIQUIDITY AND CAPITAL RESOURCES
The Company's net cash flows from operating activities for the nine months ended
September 30, 2002 and 2001 were $216.3 million and $142.3 million,
respectively. Cash flows from operating activities are affected by the timing of
premiums received, claims paid, and working capital changes. 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
maintains a very high quality fixed maturity portfolio with good liquidity
characteristics. These securities are available for sale and can be easily sold
to meet the Company's obligations, if necessary.
Net cash used in investing activities was $384.2 million and $239.5 million in
2002 and 2001, respectively. Changes in cash provided by investing activities
primarily relate to the management of the Company's investment portfolios and
the investment of excess funds generated by operating and financing activities.
Net cash provided by financing activities was $73.2 million and $209.5 million
in 2002 and 2001, respectively. Changes in cash provided by financing activities
primarily relate to the issuance of equity or debt securities, borrowings or
payments under the Company's existing credit agreements, treasury stock
activity, and excess deposits or withdrawals under investment type contracts.
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
shareholders, interest payments on its senior indebtedness and junior
subordinated notes (See Notes 16, "Long-Term Debt," and 17, "Issuance of Trust
Piers Units," in the Annual Report), and repurchases of RGA common stock under a
board of director approved plan. The primary sources of RGA's liquidity include
proceeds from its capital raising efforts, borrowings under its U.S. revolving
credit facility, 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.
Certain of the Company's debt agreements contain financial covenant restrictions
related to, among others, liens, the issuance and disposition of stock of
restricted subsidiaries, minimum requirements of net worth ranging from $600
million to $700 million, and minimum rating requirements. A material ongoing
covenant default could require immediate payment of the amount due, including
principal, under the various agreements. Additionally, the Company's debt
agreements contain cross-default covenants, which would make outstanding
borrowings immediately payable in the event of a material uncured covenant
default under any of the agreements, including, but not limited to, non-payment
of indebtedness when due for amounts greater than $10 million or $25 million
depending on the agreement, bankruptcy proceedings, and any event which results
in the acceleration of the maturity of indebtedness. As of September 30, 2002,
the Company had $325.4 million in outstanding borrowings under its debt
agreements and was in compliance with all covenants under those agreements.
The ability of the Company to make debt principal and interest payments depends
primarily on the earnings and surplus of its subsidiaries, investment earnings
on undeployed capital proceeds, and the Company's ability to raise additional
funds. At September 30, 2002, Reinsurance Company of Missouri, Incorporated
(RCM) and RGA Canada had statutory capital and surplus of $556.8 million and
$168.9 million, respectively. RCM's primary asset is its investment in RGA
Reinsurance Company, the Company's principal operating subsidiary based in
Missouri. The transfer of funds from the subsidiaries to the Company is subject
to applicable insurance laws and regulations. The Company expects any future
increases in liquidity needs due to treaty recaptures, relatively large policy
loans or unanticipated material claims levels would be met first by operating
cash flows and then by selling fixed-income securities or short-term
investments.
18
Consolidated interest expense has increased significantly in 2002 due to the
addition of the $225.0 million face amount, 5.75% trust preferred securities
issued by RGA Capital Trust I and the interest expense associated with its
$200.0 million 6.75% Senior Notes due 2011, the proceeds of which were used to
pay down a balance of $120 million on its U.S. revolving credit facility and to
prepay and terminate the $75 million term loan with MetLife Credit Corp. As of
September 30, 2002, the Company had available capacity of approximately $156.5
million through its U.S. and foreign revolving credit facilities and the average
interest rate on long-term debt outstanding was 6.34%. Currently, the $140.0
million U.S. revolving credit facility has a zero balance outstanding and
terminates in May, 2003, at which time the Company plans to renew the existing
credit facility or enter into another credit agreement to replace the terminated
facility. Renewal of the facility would be subject to general credit market
conditions at the time and RGA's financial condition and ratings.
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 board of director approved plan, and to meet its other obligations.
In August 2002, the Company obtained new catastrophe insurance coverage,
providing benefits of up to $50 million per occurrence for claims involving
three or more deaths in a single accident. Under this program, the Company
retains the first $20 million in claims, $10 million of the next $20 million in
claims, and none of the next $40 million in claims.
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
Invested assets, including cash and short-term investments, totaled $5.9 billion
at September 30, 2002 compared to $5.3 at December 31, 2001. Positive operating
cash flows and deposits on asset intensive products contributed to the increase
in invested assets during the first nine months of 2002. The Company has
historically generated positive cash flows from operations.
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, their respective Boards of Directors regularly
review the investment portfolios of the international subsidiaries. The RGA
Board of Directors also reviews all 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 asset/liability duration matching differs between the U.S. and Canada
operating segments. The target duration for U.S. portfolios, which are segmented
along product lines, range between four and seven years. Based on Canadian
reserve requirements, a portion of the Canadian liabilities is strictly matched
with longer duration Canadian assets, with the remaining assets invested to
maximize the total rate of return, given the characteristics of the
corresponding liabilities and Company liquidity needs. The average invested
asset book yield earned on investments was 6.59% for the third quarter of 2002
compared to 6.99% for the comparable prior-year period. The decrease in overall
yield reflected declining interest rates and a rise in defaults on fixed
maturity securities.
The Company's fixed maturity securities are invested primarily in commercial and
industrial bonds, public utilities, Canadian government securities and, mortgage
and asset-backed securities. As of September 30, 2002, approximately 98% 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 commercial and
industrial bonds,
19
which represented approximately 16.7% of total investments as of September 30,
2002, a slight increase from 16.6% as of December 31, 2001. A majority of these
securities were classified as corporate securities, with an average Standard and
Poor's rating of A at September 30, 2002. The Company owns floating rate
securities that represent approximately 1.7% of total investments at September
30, 2002. These investments may have a higher degree of income volatility than
the other fixed income holdings in the portfolio due to the floating rate nature
of the interest payments.
Within the fixed maturity security portfolio, the Company holds approximately
$227.3 million in asset-backed securities at September 30, 2002, which include
credit card and automobile receivables, home equity loans and collateralized
bond obligations. The Company's asset-backed securities are primarily floating
rate securities and are diversified by issuer. Approximately 38.8% of
asset-backed securities, or $88.2 million are collateralized bond obligations.
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.
The Company monitors its fixed maturity securities to determine impairments in
value. In conjunction with its external investments manager, the Company
evaluates factors such as financial condition of the issuer, payment
performance, market value, compliance with covenants, general market conditions,
intent and ability to hold securities, and various other subjective factors. As
of September 30, 2002, the Company held securities with a cost basis of $38.0
million and a market value of $30.6 million, or 0.9% of fixed maturities, that
have either non-accrual status or impairments in value that are considered other
than temporary. Securities, based on management's judgment, with an other than
temporary impairment in value are written down to management's estimate of net
realizable value. The Company recorded other than temporary write-downs of $24.3
million and $21.3 million during the nine months ended September 30, 2002 and
2001, respectively.
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. Due to the economic uncertainty in
Argentina and losses associated with Argentine privatized pension business, the
Company has scaled back its operations in Latin America. Reinsurance of the
Argentine pension business is conducted through the Company's principal
operating subsidiary based in Missouri. 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 September 30, 2002
from that disclosed in the Annual Report on Form 10-K for the year ended
December 31, 2001.
20
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING 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 earnings, revenues,
income or loss, future financial performance and growth potential of Reinsurance
Group of America, Incorporated and its subsidiaries (which we refer 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) material changes in mortality and claims
experience, (2) market or economic conditions that adversely affect our ability
to make timely sales of investment securities, (3) competitive factors and
competitors' responses to our initiatives, (4) general economic conditions
affecting the demand for insurance and reinsurance in our current and planned
markets, (5) changes in our financial strength and credit ratings or those of
Metropolitan Life Insurance Company ("MetLife"), General American Life Insurance
Company ("General American"), and their respective affiliates, and the effect of
such changes on our future results of operations and financial condition, (6)
fluctuations in U.S. or foreign currency exchange rates, interest rates, or
securities and real estate markets, (7) changes in investment portfolio yields
or values due to interest rate or credit quality changes, (8) the stability of
governments and economies in the markets in which we operate, (9) adverse
litigation or arbitration results, (10) the success of our clients, (11)
successful execution of our entry into new markets, (12) successful development
and introduction of new products and distribution opportunities, (13) regulatory
action that may be taken by state Departments of Insurance with respect to us,
MetLife, or General American, (14) changes in laws, regulations, and accounting
standards applicable to us, our subsidiaries, or our business, and (15) 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 described in the periodic reports we file with the Securities and
Exchange Commission. You are cautioned not to place undue reliance on the
forward-looking statements, which 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 are incorporated by reference herein.
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures. Within 90 days prior to
the date of filing this report, the Company evaluated, under the supervision and
with the participation of the Company's Disclosure Committee and the Company's
management, including the Chief Executive Officer and the Chief Financial
Officer, the effectiveness of the design and operation of the Company's
disclosure controls and procedures. Based upon that evaluation, the Chief
Executive Officer and the Chief Financial Officer concluded that the Company's
disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c)
under the Securities Exchange Act of 1934, as amended) are effective.
(b) Changes and Internal Controls. Subsequent to the date of that evaluation,
there have been no significant changes in the Company's internal controls or in
other factors that could significantly affect these controls and there were no
corrective actions with regard to significant deficiencies and material
weaknesses.
21
PART II - OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
From time to time, the Company is subject to litigation and arbitration related
to its reinsurance business and to employment-related matters in the normal
course of its business. The Company is currently a party to arbitrations that
involve three separate medical reinsurance arrangements, three arbitrations
relative to the Company's portfolio of personal accident business, one lawsuit
seeking to enforce an arbitration award relating to a medical reinsurance
arrangement, and one lawsuit involving aviation bodily injury carve-out
reinsurance coverage. Currently, the ceding companies involved in these disputes
have raised claims that are $41.8 million in excess of the amounts held as a
liability by the Company. 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. See Note 22 of
the Annual Report for more information. While it is not feasible to predict the
outcome of the pending arbitrations or legal proceedings or provide reasonable
ranges of potential losses, it is the opinion of management 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. However, the impact on the Company's results of
operations in any particular future period could be material.
ITEM 6
EXHIBITS AND REPORTS ON FORM 8-K
(a) See index to exhibits.
(b) The following report on Form 8-K was filed with the Securities and
Exchange Commission during the three months ended September 30, 2002:
None.
22
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 November 13, 2002
---------------------------------------------------
A. Greig Woodring
President & Chief Executive Officer
(Principal Executive Officer)
/s/ Jack B. Lay November 13, 2002
----------------------------------------------------
Jack B. Lay
Executive Vice President & Chief Financial Officer
(Principal Financial and Accounting Officer)
23
CEO CERTIFICATION
I, A. Greig Woodring, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Reinsurance Group of
America, Incorporated;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002 /s/ A. Greig Woodring
A. Greig Woodring
President & Chief Executive Officer
24
CFO CERTIFICATION
I, Jack B. Lay, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Reinsurance Group of
America, Incorporated;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002 /s/ Jack B. Lay
Jack B. Lay
Executive Vice President & Chief Financial Officer
25
INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
3.1 Restated Articles of Incorporation of Reinsurance Group of
America, Incorporated, as amended, incorporated by reference to
Form 10-Q for the quarter ended September 30, 1999 (No. 1-11848)
filed on November 12, 1999 at the corresponding exhibit.
3.2 Bylaws of RGA, as amended, incorporated by reference to Exhibit
3.2 to Form 10-Q for the quarter ended September 30, 2000 (No.
1-11848), filed on November 13, 2000.
3.3 Certificate of Designations for Series A Junior Participating
Preferred Stock (included as Exhibit A to Exhibit 4.2).
4.1 Form of Specimen Certificate for Common Stock of RGA,
incorporated by reference to Amendment No. 1 to Registration
Statement on Form S-1 (No. 33-58960), filed on April 14, 1993 at
the corresponding exhibit.
4.2 Rights Agreement dated as of May 4, 1993, between RGA and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent,
incorporated by reference to Amendment No. 1 to Form 10-Q for
the quarter ended March 31, 1997 (No. 1-11848) filed on 21 May
1997 at the corresponding exhibit.
4.3 Second Amendment to Rights Agreement, dated as of April 22,
1998, between RGA and ChaseMellon Shareholder Services, L.L.C.
(as successor to Boatmen's Trust Company), as Rights Agent,
incorporated by reference to Registration Statement on Form S-3
(No. 333-5177) filed on 4 June 1998 at the corresponding
exhibit.
4.4 Third Amendment to Rights Agreement dated as of August 12, 1999,
between Reinsurance Group of America, Incorporated and
ChaseMellon Shareholder Services, L.L.C. (as successor to
Boatmen's Trust Company), as Rights Agent, incorporated by
reference to Exhibit 4.4 to Form 8-K dated August 10, 1999 (No.
1-11848), filed August 25, 1999.
4.5 Fourth Amendment to Rights Agreement dated as of August 23,
1999, between Reinsurance Group of America, Incorporated and
ChaseMellon Shareholder Services, L.L.C. (as successor to
Boatmen's Trust Company), as Rights Agent, incorporated by
reference to Exhibit 4.1 to Form 8-K dated August 26, 1999 (No.
1-11848), filed September 10, 1999.
4.6 Form of Unit Agreement among the Company and the Trust, as
Issuers and The Bank of New York, as Agent, Warrant Agent and
Property Trustee, incorporated by reference to Exhibit 4.1 to
Registration Statement on Form 8-A12B (No. 1-11848) filed on
December 18, 2001
4.7 Form of Global Unit Certificate, incorporated by reference to
Exhibit A of Exhibit 4.6 of this Report, incorporated by
reference to Registration Statement on Form 8-A12B (No. 1-11848)
filed on December 18, 2001
4.8 Form of Warrant Agreement between the Company and the Bank of
New York, as Warrant Agent, incorporated by reference to Exhibit
4.3 to Registration Statement on Form 8-A12B (No. 1-11848) filed
on December 18, 2001
4.9 Form of Warrant Certificate, incorporated by reference to
Exhibit A of Exhibit 4.8 of this Report
26
4.10 Trust Agreement of RGA Capital Trust I, incorporated by
reference to Exhibit 4.11 to the Registration Statements on Form
S-3 (File Nos. 333.55304, 333-55304-01 and 333-55304-02),
previously filed with the SEC on February 9, 2001, as amended
(the "Original S-3")
4.11 Form of Amended and Restated Trust Agreement of RGA Capital
Trust I, incorporated by reference to Exhibit 4.7 to
Registration Statement on Form 8-A12B (No. 1-11848) filed on
December 18, 2001
4.12 Form of Preferred Security Certificate for the Trust, included
as Exhibit A to Exhibit 4.11 to this Report
4.13 Form of Remarketing Agreement between the Company, as Guarantor,
and The Bank of New York, as Guarantee Trustee, incorporated by
reference to Exhibit 4.12 to Registration Statement on Form
8-A12B (No. 1-11848) filed on December 18, 2001
4.14 Form of Junior Subordinated Indenture, incorporated by reference
to Exhibit 4.3 of the Original S-3
4.15 Form of First Supplemental Junior Subordinated Indenture between
the Company and The Bank of New York, as Trustee, incorporated
by reference to Exhibit 4.10 to Registration Statement on Form
8-A12B (No. 1-11848) filed on December 18, 2001
4.16 Form of Guarantee Agreement between the Company, as Guarantor,
and The Bank of New York, as Guarantee Trustee, incorporated by
reference to Exhibit 4.11 to Registration Statement on Form
8-A12B (No. 1-11848) filed on December 18, 2001
4.17 Form of Senior Indenture between Reinsurance Group of America,
Incorporated and The Bank of New York, as Trustee, incorporated
by reference to Exhibit 4.1 to the Original S-3
4.18 Form of First Supplemental Indenture between Reinsurance Group
of America, Incorporated and The Bank of New York, as Trustee,
relating to the 6 - 3/4 Senior Notes Due 2011, incorporated by
reference to Exhibit 4.8 to Form 8-K dated December 12, 2001
(No. 1-11848), filed December 18, 2001
10.21 Amendment No. 1 and waiver dated as of December 12, 2001 to
Credit Agreement dated as of May 24, 2000
10.22 Amendment No. 2 dated as of July 16, 2002 to Credit Agreement
dated May 24, 2000
99.1 Certification of Chief Executive Officer
99.2 Certification of Chief Financial Officer
27