UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(MARK ONE)
[ ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003
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, 2003:
49,803,595 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)
June 30, 2003 and December 31, 2002 4
Condensed Consolidated Statements of Income (Unaudited)
Three and six months ended June 30, 2003 and 2002 5
Condensed Consolidated Statements of Cash Flows (Unaudited)
Six months ended June 30, 2003 and 2002 6
Notes to Unaudited Condensed Consolidated Financial
Statements 7
2 Management's Discussion and Analysis of
Financial Condition and Results of Operations 11
4 Controls and Procedures 26
PART II - OTHER INFORMATION
6 Exhibits and Reports on Form 8-K 27
Signatures 28
Index to Exhibits 29
2
EXPLANATORY NOTE:
This Form 10-Q/A is being filed solely for the purpose of amending certain
disclosures in Item 1 and Item 2 of Part I, as follows:
Due to an error by the registrant's financial printer/filing agent, "Revenues"
for the "Corporate and Other" segment, as presented in Note 4 to the unaudited
condensed consolidated financial statements contained in Item 1 of Part I for
the three and six months ended June 30, 2003 and 2002, were reflected in the
incorrect columns. The correct figures for revenues for the "Corporate and
Other" segment for the three and six months ended June 30, 2003 and 2002 are,
in thousands, $7,121, $5,627, $11,524, $14,764, respectively. The total revenues
from continuing operations as reported in Note 4 were correct as originally
reported.
The Company previously reported in the "Liquidity and Capital Resources" section
of Item 2 of Part I that net cash provided by operating activities and net cash
used by financing activities were $165.2 million and $305.4 million,
respectively. These amounts should have been reported as $172.0 million and
$312.3 million, respectively.
These changes do not affect any of the Amounts previously reported in the
Company's Condensed Consolidated Capital Balance Sheet, Statements of Income,
and Statements of Cash Flows.
This report continues to speak as of the date of the original filing of the Form
10-Q on August 14, 2003, and the registrant has not updated the disclosures in
this report to speak as of a later date or to reflect subsequent results,
events, or developments. Items 1 and 2 of Part I appear below with the
appropriate figures.
3
REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 30, December 31,
2003 2002
------------ ------------
(Dollars in thousands)
ASSETS
Fixed maturity securities:
Available-for-sale at fair value (amortized cost of $3,593,759 and
$3,332,717 at June 30, 2003 and December 31, 2002, respectively) $ 3,941,006 $ 3,502,703
Mortgage loans on real estate 360,319 227,492
Policy loans 842,933 841,120
Funds withheld at interest 2,333,860 1,975,071
Short-term investments 20,485 4,269
Other invested assets 117,792 99,540
------------ ------------
Total investments 7,616,395 6,650,195
Cash and cash equivalents 158,282 88,101
Accrued investment income 66,819 35,514
Premiums receivable 309,093 253,892
Reinsurance ceded receivables 409,800 452,220
Deferred policy acquisition costs 1,259,594 1,084,936
Other reinsurance balances 372,519 288,833
Other assets 72,771 38,906
------------ ------------
Total assets $ 10,265,273 $ 8,892,597
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Future policy benefits $ 2,781,626 $ 2,430,042
Interest sensitive contract liabilities 3,851,394 3,413,462
Other policy claims and benefits 870,692 760,166
Other reinsurance balances 267,845 233,286
Deferred income taxes 402,875 291,980
Other liabilities 115,289 55,235
Long-term debt 377,042 327,787
Company-obligated mandatorily redeemable preferred securities of subsidiary
trust holding solely junior subordinated debentures of the Company 158,232 158,176
------------ ------------
Total liabilities 8,824,995 7,670,134
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 June 30, 2003 and December 31, 2002,
respectively) 511 511
Warrants 66,915 66,915
Additional paid-in-capital 614,144 613,042
Retained earnings 549,651 480,301
Accumulated other comprehensive income:
Accumulated currency translation adjustment, net of income taxes 36,589 715
Unrealized appreciation of securities, net of income taxes 208,707 102,768
------------ ------------
Total stockholders' equity before treasury stock 1,476,517 1,264,252
Less treasury shares held of 1,273,068 and 1,596,629 at cost at
June 30, 2003 and December 31, 2002, respectively (36,239) (41,789)
------------ ------------
Total stockholders' equity 1,440,278 1,222,463
------------ ------------
Total liabilities and stockholders' equity $ 10,265,273 $ 8,892,597
============ ============
See accompanying notes to unaudited condensed consolidated financial statements.
4
REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three months ended Six months ended
June 30, June 30,
--------------------------- ---------------------------
2003 2002 2003 2002
----------- ----------- ----------- -----------
(Dollars in thousands, except per share data)
REVENUES:
Net premiums $ 582,561 $ 465,258 $ 1,127,776 $ 934,363
Investment income, net of related expenses 115,936 90,267 223,081 178,280
Realized investment gains (losses), net 4,044 (8,426) (5,784) (12,017)
Other revenues 11,834 10,210 22,851 16,895
----------- ----------- ----------- -----------
Total revenues 714,375 557,309 1,367,924 1,117,521
BENEFITS AND EXPENSES:
Claims and other policy benefits 452,632 366,770 876,237 754,496
Interest credited 43,867 29,896 84,663 57,621
Policy acquisition costs and other insurance expenses 114,988 84,804 219,569 156,303
Other operating expenses 26,837 21,859 52,592 41,376
Interest expense 9,042 8,915 18,001 17,469
----------- ----------- ----------- -----------
Total benefits and expenses 647,366 512,244 1,251,062 1,027,265
----------- ----------- ----------- -----------
Income from continuing operations before income taxes 67,009 45,065 116,862 90,256
Provision for income taxes 23,423 16,141 40,116 32,296
----------- ----------- ----------- -----------
Income from continuing operations 43,586 28,924 76,746 57,960
Discontinued operations:
Loss from discontinued accident and health operations,
net of income taxes (1,027) (873) (1,445) (2,129)
----------- ----------- ----------- -----------
Net income $ 42,559 $ 28,051 $ 75,301 $ 55,831
=========== =========== =========== ===========
Earnings per share from continuing operations:
Basic earnings per share $ 0.88 $ 0.59 $ 1.55 $ 1.17
=========== =========== =========== ===========
Diluted earnings per share $ 0.87 $ 0.58 $ 1.54 $ 1.17
=========== =========== =========== ===========
Earnings per share from net income:
Basic earnings per share $ 0.86 $ 0.57 $ 1.52 $ 1.13
=========== =========== =========== ===========
Diluted earnings per share $ 0.85 $ 0.56 $ 1.51 $ 1.12
=========== =========== =========== ===========
Dividends declared per share $ 0.06 $ 0.06 $ 0.12 $ 0.12
=========== =========== =========== ===========
See accompanying notes to unaudited condensed consolidated financial statements.
5
REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six months ended
June 30,
-----------------------------
2003 2002
----------- -----------
(Dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 75,301 $ 55,831
Adjustments to reconcile net income to net cash provided by
operating activities:
Change in:
Accrued investment income (30,692) (29,753)
Premiums receivable (73,708) (6,592)
Deferred policy acquisition costs (152,201) (102,025)
Reinsurance ceded balances 42,420 (66,795)
Future policy benefits, other policy claims and benefits, and
other reinsurance balances 274,103 342,947
Deferred income taxes 36,430 34,080
Other assets and other liabilities 29,585 (63,564)
Amortization of net investment discounts and other (20,929) (19,483)
Realized investment losses, net 5,784 12,017
Other, net (14,056) (8,920)
----------- -----------
Net cash provided by operating activities 172,037 147,743
CASH FLOWS FROM INVESTING ACTIVITIES:
Sales and maturities of fixed maturity securities - available for sale 1,000,392 885,427
Purchases of fixed maturity securities - available for sale (1,111,533) (1,163,189)
Cash invested in policy loans and mortgage loans on real estate (141,016) (42,698)
Cash invested in funds withheld at interest (35,888) (42,012)
Principal payments on mortgage loans on real estate 6,607 7,215
Change in short-term investments and other invested assets (30,820) 121,260
----------- -----------
Net cash used in investing activities (312,258) (233,997)
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends to stockholders (5,951) (5,930)
Borrowings under credit agreements 46,618 --
Purchase of treasury stock -- (6,594)
Exercise of stock options 5,550 643
Excess deposits on universal life and other
investment type policies and contracts 160,229 60,341
----------- -----------
Net cash provided by financing activities 206,446 48,460
Effect of exchange rate changes 3,956 (989)
----------- -----------
Change in cash and cash equivalents 70,181 (38,783)
Cash and cash equivalents, beginning of period 88,101 226,670
----------- -----------
Cash and cash equivalents, end of period $ 158,282 $ 187,887
=========== ===========
Supplementary disclosure of cash flow information:
Amount of interest paid $ 14,468 $ 17,172
Amount of income taxes paid $ 4,177 $ 15,777
See accompanying notes to unaudited condensed consolidated financial statements.
6
REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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
six-month period ended June 30, 2003 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2003. 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, 2002
("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 2003 presentation.
Accounting Changes. Effective January 1, 2003, the Company adopted the fair
value recognition provisions of Statement of Financial Accounting Standards
("SFAS") No. 123, "Accounting for Stock-Based Compensation," and as amended by
SFAS No. 148, "Accounting for Stock-Based Compensation--Transition and
Disclosure," prospectively to all awards granted, modified or settled on or
after January 1, 2003. The effects on net income and earnings per share from net
income if the fair value based method had been applied to all awards since the
effective date of SFAS No. 123 for the periods presented below were (in
thousands, except per share amounts):
-------------------------------------------------------------
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
2003 2002 2003 2002
--------------------------- ---------------------------
Net income as reported $ 42,559 $ 28,051 $ 75,301 $ 55,831
Add compensation expense included in net
income 272 -- 543 --
Deduct total fair value of compensation
expense for all awards, net of income taxes (942) (751) (1,895) (1,512)
---------- ---------- ---------- ----------
Pro forma net income $ 41,889 $ 27,300 $ 73,949 $ 54,319
Net income per share:
As reported - basic $ 0.86 $ 0.57 $ 1.52 $ 1.13
Pro forma - basic $ 0.84 $ 0.55 $ 1.49 $ 1.10
As reported - diluted $ 0.85 $ 0.56 $ 1.51 $ 1.12
Pro forma - diluted $ 0.84 $ 0.55 $ 1.48 $ 1.09
---------- ---------- ---------- ----------
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):
7
----------------------------------------------
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
2003 2002 2003 2002
-------------------- --------------------
Earnings:
Income from continuing operations
(numerator for basic and diluted
calculations) $43,586 $28,924 $76,746 $57,960
Shares:
Weighted average outstanding shares
(denominator for basic calculation) 49,741 49,304 49,646 49,362
Equivalent shares from outstanding stock
options 222 365 188 341
------- ------- ------- -------
Denominator for diluted calculation 49,963 49,669 49,834 49,703
Earnings per share:
Basic $ 0.88 $ 0.59 $ 1.55 $ 1.17
Diluted $ 0.87 $ 0.58 $ 1.54 $ 1.17
------- ------- ------- -------
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 six month periods ended June 30, 2003, approximately 1.4 million
in outstanding stock options were not included in the calculation of common
equivalent shares. For the three and six month periods ended June 30, 2002,
approximately 0.9 million in outstanding stock options were not included in the
calculation of common equivalent shares. These options were outstanding at the
end of their respective periods. Diluted earnings per share exclude the
antidilutive effect of 5.6 million shares that would be issued upon exercise of
outstanding warrants to purchase Company common stock, as the Company could
repurchase more shares than it issues with the exercise proceeds.
3. COMPREHENSIVE INCOME
The following schedule reflects the change in accumulated other comprehensive
income for the three- and six-month periods ended June 30, 2003 and 2002 (in
thousands):
----------------------------------------------------------------------------
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 2003 JUNE 30, 2002 JUNE 30, 2003 JUNE 30, 2002
---------------------------------- ----------------------------------
Net income $ 42,559 $ 28,051 $ 75,301 $ 55,831
Accumulated other comprehensive
income, net of income taxes:
Unrealized gains on securities 121,683 52,731 105,939 6,943
Foreign currency items 26,173 13,364 35,874 29,899
------------ ------------ ------------ ------------
Comprehensive income $ 190,415 $ 94,146 $ 217,114 $ 92,673
------------ ------------ ------------ ------------
4. SEGMENT INFORMATION
Prior to 2003, the Company reported the results of its operations in five main
operational segments segregated primarily by geographic region: U.S., Canada,
Latin America, Asia Pacific, and Europe & South Africa. The Latin America, Asia
Pacific, and Europe & South Africa segments were presented historically as one
reportable segment, Other International. As a result of the Company's declining
presence in Argentina and changes in management responsibilities for part of the
Latin America region, beginning with the first quarter of 2003, the Other
International reportable segment no longer includes Latin America operations.
Latin America results relating to the Argentine privatized pension business as
well as direct insurance operations in Argentina are now reported in the
Corporate and Other segment. The results for all other Latin America business,
primarily traditional reinsurance business in Mexico, will be reported as part
of U.S. operations in the Traditional sub-segment. The Asia Pacific and Europe &
South Africa operational segments are presented herein as one reportable
segment, Other International. Prior period segment information has been
reclassified to conform to this new presentation.
8
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
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.
Information related to total revenues and income (loss) from continuing
operations before income taxes for each reportable segment are summarized below
(in thousands).
-----------------------------------------------------------------------------
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 2003 JUNE 30, 2002 JUNE 30, 2003 JUNE 30, 2002
---------------------------------- ----------------------------------
REVENUES
U.S. $ 476,506 $ 403,547 $ 927,312 $ 817,272
Canada 77,175 61,766 145,199 123,794
Other International 153,573 86,369 283,889 161,691
Corporate and Other 7,121 5,627 11,524 14,764
------------ ------------ ------------ ------------
Total from continuing operations $ 714,375 $ 557,309 $ 1,367,924 $ 1,117,521
------------ ------------ ------------ ------------
INCOME (LOSS) FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES
U.S. $ 55,761 $ 38,491 $ 98,399 $ 76,949
Canada 13,429 9,905 24,056 18,750
Other International 8,429 2,751 12,206 4,674
Corporate and Other (10,610) (6,082) (17,799) (10,117)
------------ ------------ ------------ ------------
Total from continuing operations $ 67,009 $ 45,065 $ 116,862 $ 90,256
------------ ------------ ------------ ------------
Other International assets increased approximately 52.2% from the amounts
disclosed in Note 17 of the Annual Report, primarily due to the continued growth
in the Europe & South Africa and Asia Pacific segments. Latin America assets
have been reclassified between U.S. and Corporate and Other segments.
5. COMMITMENTS AND CONTINGENT LIABILITIES
The Company is currently a party to various litigation and arbitrations that
involve medical reinsurance arrangements, personal accident business, and
aviation bodily injury carve-out business. As of June 30, 2003, the ceding
companies involved in these disputes have raised claims that are $50.3 million
in excess of the amounts held in reserve 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. In addition, the Company is in the process of auditing ceding
companies which have indicated that they anticipate asserting claims in the
future against the Company that are $7.6 million in excess of the amounts held
in reserve by the Company. Depending upon the audit findings in these cases,
they could result in litigation or arbitrations in the future. See Note 21,
"Discontinued Operations," in the Company's 2002 Annual Report for more
information. 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. 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 consolidated financial
statements, would not have a material adverse effect on its consolidated
financial position, but could have a positive or negative effect on net income.
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. At June 30, 2003, there were approximately $42.9 million
of outstanding letters of credit in favor of third-party entities. Additionally,
the Company utilizes letters of credit to secure reserve credits when it
retrocedes business to its offshore subsidiaries, including RGA Americas
Reinsurance Company, Ltd. and RGA Reinsurance Company (Barbados)
9
Ltd. As of June 30, 2003, $362.7 million in letters of credit from various banks
were outstanding between the various subsidiaries of the Company. Fees
associated with letters of credit are not fixed for periods in excess of one
year and are based on the Company's ratings and the general availability of
these instruments in the marketplace. The letters of credit are issued for a
term of one year and renew automatically unless the issuing bank provides the
Company with at least thirty days notice of their intent not to renew.
RGA has issued guarantees of its subsidiaries' performance for the payment of
amounts due under certain credit facilities and reinsurance treaties, whereby if
a subsidiary fails to meet an obligation, RGA or one of its other subsidiaries
will make a payment to fulfill the obligation. Treaty guarantees are granted to
ceding companies in order to provide them additional security, particularly in
cases where RGA's subsidiary is relatively new, unrated, or not of a significant
size, relative to the ceding company. Liabilities supported by the treaty
guarantees, before consideration for any legally offsetting amounts due from the
guaranteed party, totaled $148.8 million as of June 30, 2003 and are reflected
on the Company's consolidated balance sheet as future policy benefits.
Guarantees related to credit facilities provide additional security to third
party banks should a subsidiary fail to make principal and/or interest payments
when due. As of June 30, 2003, RGA's exposure related to credit facility
guarantees was $37.6 million and had a maximum potential exposure of $48.4
million.
6. NEW ACCOUNTING STANDARDS
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. SOP 03-1 is effective for fiscal years
beginning after December 15, 2003. The Company is in the process of quantifying
the impact of SOP 03-1 on its consolidated financial statements.
In May 2003, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 150 "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity". SFAS
150 establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some circumstances). Many of those instruments
were previously classified as equity. Effective July 1, 2003, the Company
adopted these provisions of SFAS 150, which did not materially affect the
Company's financial position or results of operations.
In April 2003, the FASB issued SFAS No. 149 "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities". SFAS 149 requires that contracts
with comparable characteristics be accounted for similarly. In particular, SFAS
149 clarifies under what circumstances a contract with an initial net investment
meets the characteristic of a derivative and when a derivative contains a
financing component, amends the definition of an underlying to conform it to
language used in FASB Interpretation No. 45, "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others", and amends certain other existing pronouncements. SFAS
149 is effective for contracts entered into or modified after June 30, 2003, and
for hedging relationships designated after June 30, 2003. In addition,
provisions of SFAS 149 should be applied prospectively. The Company does not
expect the application of FAS 149 to have a material effect on its financial
position or results of operations.
In April 2003, the FASB cleared 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"). Issue B36 concluded that (i) a company's funds withheld payable and/or
receivable under certain reinsurance arrangements and (ii) a debt instrument
that incorporates credit risk exposures that are unrelated or only partially
related to the creditworthiness of the obligor include an embedded derivative
feature that is not clearly and closely related to the host contract. Therefore,
the embedded derivative must be measured at fair value on the balance sheet and
changes in fair value reported in income. Issue B36 is effective October 1,
2003. The Company is in the process of quantifying of the impact of the adoption
of Issue B36 on its consolidated financial statements.
Effective January 1, 2003, the Company adopted the provisions of SFAS No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities," FASB
Interpretation No. 46, "Consolidation of Variable Interest Entities," and FASB
Interretation No. 45, "Guarantor's Accounting and Disclosure Requirements for
Guarantees,
10
Including Indirect Guarantees of Indebtedness of Others." The adoption of these
provisions did not materially affect the Company's financial position or results
of operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Prior to 2003, the Company reported the results of its operations in five main
operational segments segregated primarily by geographic region: U.S., Canada,
Latin America, Asia Pacific, and Europe & South Africa. The Latin America, Asia
Pacific, and Europe & South Africa segments were presented historically as one
reportable segment, Other International. As a result of the Company's declining
presence in Argentina and changes in management responsibilities for part of the
Latin America region, beginning with the first quarter of 2003, the Other
International reportable segment no longer includes Latin America operations.
Latin America results relating to the Argentine privatized pension business as
well as direct insurance operations in Argentina are now reported in the
Corporate and Other segment. The results for all other Latin America business,
primarily traditional reinsurance business in Mexico, will be reported as part
of U.S. operations in the Traditional sub-segment. The Asia Pacific and Europe &
South Africa operational segments are presented herein as one reportable
segment, Other International. Prior period segment information has been
reclassified to conform to this new presentation.
The U.S. operations provide traditional life, asset-intensive, and financial
reinsurance products. The Canada operations provide insurers with traditional
life reinsurance as well as creditor and critical illness products. The Asia
Pacific operations provide primarily traditional life and critical illness
reinsurance and, to a lesser extent, financial reinsurance. The Europe & South
Africa operations include traditional life reinsurance and critical illness
business from Europe and South Africa, in addition to other markets being
developed by the Company. The Corporate and Other segment results include
corporate investment activity, general corporate expenses, interest expense of
RGA, and the provision for income tax expense (benefit). 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
income or loss from continuing operations before income taxes.
Consolidated income from continuing operations before income taxes increased
$21.9 million for the second quarter and $26.6 million for the six months ended
June 30, 2003, as compared to the respective prior-year periods. After-tax
diluted earnings per share from continuing operations were $0.87 and $1.54 for
the second quarter and first six months of 2003, respectively, compared to $0.58
and $1.17 for the comparable prior-year periods.
Consolidated investment income, net of related expenses, increased 28.4% and
25.1% during the second quarter and first six months of 2003, respectively,
primarily due to a larger invested asset base. Invested assets as of June 30,
2003 totaled $7.6 billion, a 38.2% increase over June 30, 2002. The average
yield earned on investments was 6.67% for the second quarter of 2003 compared to
6.68% for the same period in 2002. Investment income is allocated to the
segments based upon average assets and related capital levels deemed appropriate
to support the segment business volumes.
The consolidated provision for income taxes increased 45.1% and 24.2% for the
second quarter and first six months of 2003, respectively, primarily a result of
a higher income from continuing operations before income taxes during the
current year. The effective tax rate was 35.0% for the second quarter and 34.3%
for the first six months of 2003, compared to 35.8% for both comparable
prior-year periods. The decrease in the effective tax rate was primarily due to
earnings in certain foreign subsidiaries, which resulted in a release of
valuation allowances in those entities, and a reduction in foreign country tax
rates.
Further discussion and analysis of the results for 2003 compared to 2002 are
presented by segment.
11
U.S. OPERATIONS
U.S. Operations consists of two major sub-segments: Traditional and
Non-Traditional. The Traditional sub-segment primarily specializes in
mortality-risk reinsurance. This category derives revenues primarily from
renewal premiums from existing mortality-risk reinsurance treaties, new business
premiums from existing or new mortality-risk reinsurance treaties, and income
earned on invested assets. The Non-traditional category consists of Asset
Intensive and Financial Reinsurance.
FOR THE THREE MONTHS ENDED JUNE 30, 2003 (IN THOUSANDS):
----------------------------------------------------------------
TRADITIONAL NON-TRADITIONAL TOTAL
ASSET- FINANCIAL U.S.
INTENSIVE REINSURANCE
----------- --------- ------------ ---------
REVENUES:
Net premiums $ 378,382 $ 1,006 $ -- $ 379,388
Investment income, net of related expenses 45,175 42,204 -- 87,379
Realized investment gains (losses), net (714) 1,148 -- 434
Other revenues 884 1,766 6,655 9,305
--------- --------- --------- ---------
Total revenues 423,727 46,124 6,655 476,506
BENEFITS AND EXPENSES:
Claims and other policy benefits 297,525 1,771 -- 299,296
Interest credited 14,931 28,580 -- 43,511
Policy acquisition costs and other insurance
expenses 56,714 8,003 2,721 67,438
Other operating expenses 8,484 826 1,190 10,500
--------- --------- --------- ---------
Total benefits and expenses 377,654 39,180 3,911 420,745
Income from continuing operations before
income taxes $ 46,073 $ 6,944 $ 2,744 $ 55,761
--------- --------- --------- ---------
FOR THE THREE MONTHS ENDED JUNE 30, 2002 (IN THOUSANDS):
------------------------------------------------------------------
TRADITIONAL NON-TRADITIONAL TOTAL
ASSET- FINANCIAL U.S.
INTENSIVE REINSURANCE
----------- --------- ----------- ---------
REVENUES:
Net premiums $ 336,426 $ 1,125 $ -- $ 337,551
Investment income, net of related expenses 39,454 22,730 24 62,208
Realized investment losses, net (986) (4,524) -- (5,510)
Other revenues 686 2,908 5,704 9,298
--------- --------- --------- ---------
Total revenues 375,580 22,239 5,728 403,547
BENEFITS AND EXPENSES:
Claims and other policy benefits 266,112 1,715 -- 267,827
Interest credited 14,063 15,118 -- 29,181
Policy acquisition costs and other insurance
expenses 52,002 4,584 1,938 58,524
Other operating expenses 6,878 186 2,460 9,524
--------- --------- --------- ---------
Total benefits and expenses 339,055 21,603 4,398 365,056
Income from continuing operations before
income taxes $ 36,525 $ 636 $ 1,330 $ 38,491
--------- --------- --------- ---------
12
FOR THE SIX MONTHS ENDED JUNE 30, 2003 (IN THOUSANDS):
------------------------------------------------------------------
TRADITIONAL NON-TRADITIONAL TOTAL
ASSET- FINANCIAL U.S.
INTENSIVE REINSURANCE
----------- --------- ----------- ---------
REVENUES:
Net premiums $ 747,189 $ 2,104 $ -- $ 749,293
Investment income, net of related expenses 87,876 78,538 -- 166,414
Realized investment losses, net (5,958) (1,713) -- (7,671)
Other revenues 2,697 3,013 13,566 19,276
--------- --------- --------- ---------
Total revenues 831,804 81,942 13,566 927,312
BENEFITS AND EXPENSES:
Claims and other policy benefits 591,251 3,390 -- 594,641
Interest credited 30,250 53,721 -- 83,971
Policy acquisition costs and other insurance
expenses 107,519 16,031 5,241 128,791
Other operating expenses 16,939 1,938 2,633 21,510
--------- --------- --------- ---------
Total benefits and expenses 745,959 75,080 7,874 828,913
Income from continuing operations before
income taxes $ 85,845 $ 6,862 $ 5,692 $ 98,399
--------- --------- --------- ---------
FOR THE SIX MONTHS ENDED JUNE 30, 2002 (IN THOUSANDS):
------------------------------------------------------------------
TRADITIONAL NON-TRADITIONAL TOTAL
ASSET- FINANCIAL U.S.
INTENSIVE REINSURANCE
----------- --------- ----------- ---------
REVENUES:
Net premiums $ 683,256 $ 1,993 $ -- $ 685,249
Investment income, net of related expenses 76,609 46,448 127 123,184
Realized investment losses, net (3,031) (3,960) -- (6,991)
Other revenues 806 3,169 11,855 15,830
--------- --------- --------- ---------
Total revenues 757,640 47,650 11,982 817,272
BENEFITS AND EXPENSES:
Claims and other policy benefits 553,866 7,716 -- 561,582
Interest credited 28,095 28,811 -- 56,906
Policy acquisition costs and other insurance
expenses 93,495 6,429 3,838 103,762
Other operating expenses 13,295 386 4,392 18,073
--------- --------- --------- ---------
Total benefits and expenses 688,751 43,342 8,230 740,323
Income from continuing operations before
income taxes $ 68,889 $ 4,308 $ 3,752 $ 76,949
--------- --------- --------- ---------
Income before income taxes for the U.S. operations segment totaled $55.8 million
and $98.4 million for the second quarter and first six months of 2003, an
increase of 44.9% and 27.9% from the comparable prior-year periods. The increase
in income is primarily the result of favorable claim experience and premium
growth compared to the same period last year. The claims and other policy
benefits as a percent of net premiums (loss ratio) for the Traditional
sub-segment declined to 78.6% and 79.1% for the second quarter and first six
months of 2003, a decrease from 79.1% and 81.1% from the comparable prior-year
periods, a reflection of the improved claim experience. Premium growth for the
Traditional sub-segment was 12.5% and 9.4% for the second quarter and first six
months of 2003.
13
Traditional Reinsurance
The U.S. traditional reinsurance 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 second quarter and first
six months of 2003, the Company added $39.4 billion and $65.8 billion face
amount of new business, respectively, compared to $37.7 billion and $74.2
billion for the same periods in 2002. Total assumed inforce, as measured by
insurance face amount, as of June 30, 2003 for U.S. Operations was $580.4
billion, an increase of 15.6% over the total at June 30, 2002. Management
believes industry consolidations and the trend towards reinsuring mortality
risks should continue to provide reinsurance opportunities, although the timing
and level of production is uncertain.
Income from continuing operations before income taxes for U.S. traditional
reinsurance increased 26.1% and 24.6% in the second quarter and six months ended
2003, respectively. The increase was due to favorable claim experience and
continued premium growth, somewhat offset by an increase in net realized
investment losses of $2.9 million.
Net premiums for U.S. traditional reinsurance increased 12.5% and 9.4% in the
second quarter and first six months of 2003. New premiums from facultative and
automatic treaties and renewal premium on existing blocks of business all
contributed to growth. Additionally, new inforce blocks assumed contributed
$23.1 million of the growth for the quarter and year.
Net investment income increased 14.5% and 14.7% in the second quarter and first
six months of 2003. The increase is due to growth in the invested asset base,
primarily due to increased cash flows from operating activities on traditional
reinsurance.
Claims and other policy benefits as a percentage of net premiums were 78.6% and
79.1% in the second quarter and first six months of 2003, respectively, compared
to 79.1% and 81.1% for the same periods in 2002. The decrease in the loss ratio
for the period is the result of improved claim experience compared to the same
period last year. Management believes death claims are reasonably predictable
over a period of many years, but are less predictable over shorter periods and
are subject to significant fluctuation.
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 15.0% and 14.4% for the second quarter and first six months of
2003, respectively, compared to 15.5% and 13.7% for the same periods in 2002.
The increase for the year is related to the proportional increase in the volume
of coinsurance business written versus yearly renewable term business. These
percentages will fluctuate due to variations in the mixture of business being
written.
Other operating expenses, as a percentage of net premiums were 2.2% and 2.3% for
the second quarter and first six months of 2003, respectively, compared to 2.0%
and 1.9% for the same periods in 2002. These percentages will fluctuate slightly
from period to period, but should remain fairly constant over the long term.
Asset-Intensive Reinsurance
The U.S. asset-intensive reinsurance sub-segment includes the reinsurance of
annuities and corporate-owned and bank-owned life insurance ("BOLI"). 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 from continuing operations before income taxes for the second quarter and
first six months of 2003 was $6.9 million, as compared $0.6 million and $4.3
million, respectively, in the comparable prior-year periods. Contributing to the
increase were realized investment gains of $1.1 million for the second quarter
of 2003 and realized investment losses of $1.7 million for the first six months
of 2003 compared to realized investment losses of $4.5 million and $4.0 million
for the comparable prior-year periods.
Total revenues, which are comprised primarily of investment income, increased to
$46.1 million and $81.9 million in the second quarter and first six months of
2003, respectively, from $22.2 million and $47.7 million for the comparable
prior-year periods. The growth in revenue is the result of new annuity treaties
executed in late 2002.
14
Three new annuity treaties contributed $30.7 million of additional revenues over
the prior year. The invested asset base increased from $1.6 billion as of June
30, 2002, to $2.4 billion as of December 31, 2002 to $2.9 billion as of June 30,
2003. Other operating expenses were $826 thousand and $1.9 million for the
second quarter and first six months of 2003, respectively, compared to $186
thousand and $386 thousand in the comparable prior-year periods. This increase
can be attributed to the significant growth in this sub-segment in recent years.
Financial Reinsurance
The U.S. financial reinsurance sub-segment includes net fees earned on financial
reinsurance agreements. Financial reinsurance agreements represent low risk
business that the Company assumes and generally subsequently 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 from continuing operations before income taxes increased to $2.7 million
and $5.7 million in the second quarter and first six months of 2003,
respectively, as compared to $1.3 million and $3.8 million in the prior-year
periods. These results are attributed to higher amounts of financial reinsurance
outstanding during the respective periods. Financial reinsurance outstanding, as
measured by pre-tax statutory surplus, was $831.6 million and $692.3 million as
of June 30, 2003 and 2002, respectively. The decrease in operating expenses can
be attributed to lower overhead costs being allocated to this sub-segment due to
the growth in the asset intensive sub-segment.
CANADA OPERATIONS
The Company conducts reinsurance business in Canada through RGA Life Reinsurance
Company of Canada ("RGA Canada"), a wholly-owned company. RGA Canada is a
leading life reinsurer in Canada, assisting clients with capital management
activity and mortality risk management, and is primarily engaged in traditional
individual life reinsurance, including preferred underwriting products, as well
as creditor and non-guaranteed critical illness products. More than 90% of RGA
Canada's premium income is derived from life reinsurance products.
-------------------------------------------------------------------------------
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
JUNE 30, 2003 JUNE 30, 2002 JUNE 30, 2003 JUNE 30, 2002
------------- ------------- ------------- -------------
REVENUES:
Net premiums $ 52,017 $ 44,144 $ 100,603 $ 90,677
Investment income, net of related
expenses 21,509 17,776 41,275 33,381
Realized investment gains (losses), net 3,825 (105) 3,562 (186)
Other revenues (176) (49) (241) (78)
------------- ------------- ------------- -------------
Total revenues 77,175 61,766 145,199 123,794
BENEFITS AND EXPENSES:
Claims and other policy benefits 56,149 45,103 105,279 90,826
Interest credited 264 388 553 388
Policy acquisition costs and other
insurance expenses 4,864 4,045 10,457 9,262
Other operating expenses 2,469 2,325 4,854 4,568
------------- ------------- ------------- -------------
Total benefits and expenses 63,746 51,861 121,143 105,044
Income from continuing operations
before income taxes $ 13,429 $ 9,905 $ 24,056 $ 18,750
------------- ------------- ------------- -------------
Income from continuing operations before income taxes increased by 35.6% and
28.3% in the second quarter and first six months of 2003, respectively. The
Canadian dollar has strengthened during the first six months of 2003, which
contributed $1.1 million or 8.2% and $1.6 million or 6.7% to the reported income
before income taxes for the quarter and the first six months respectively.
Current period realized investment gains are related to the sale of fixed
maturity securities associated with the restructuring of the investment
portfolio to eliminate concentrations in certain issuers.
Net premiums increased 17.8% and 10.9% in the second quarter and first six
months of 2003, respectively. The
15
increase in strength of the Canadian dollar contributed $5.1 million or 9.8% and
$7.7 million or 7.7% to net premiums reported during the second quarter and
first six months of 2003, 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 21.0% and 23.6% in the second quarter and first
six months of 2003, respectively. The increase is due to an increase in the
invested asset base and the strengthening of the foreign exchange rate, the
latter of which had an effect of $1.9 million or 8.8% and $2.9 million or 7.0%
in the second quarter and first six months of 2003, respectively. The invested
asset base growth is due to operating cash flows on traditional reinsurance,
interest on the growth of funds withheld at interest and a greater amount of
allocated invested assets.
Claims and other policy benefits as a percentage of net premiums were 107.9% and
104.6% in the second quarter and first six months of 2003, respectively,
compared to 102.2% and 100.2% in the prior-year periods. The increased
percentage is 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
historical ratios and should increase over time. The nature of level premium
policies requires that the Company invest the amounts received in excess of
mortality costs to fund claims in the later years. Claims and other policy
benefits as a percentage of net premiums and investment income were 76.4% and
74.2% for the quarter and first six months of 2003, respectively, compared to
72.8% and 73.2% in 2002. Management believes 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 9.4% and 10.4% for the second quarter and first six months of
2003, respectively, compared to 9.2% and 10.2% in the prior-year periods. The
percentage fluctuates based on the mix of business in the segment, which varies
from period to period, primarily due to new production.
OTHER INTERNATIONAL OPERATIONS
The Other International Operations reportable segment comprises the Asia Pacific
segment and the Europe & South Africa segment. The Asia Pacific segment provides
life reinsurance for a variety of life products, critical illness (paid on the
earlier of death or diagnosis of a pre-defined critical illness), disability
income, and financial reinsurance to life insurance companies throughout the
Asian region, with primary focus on Australia, Hong Kong, Japan, Malaysia, South
Korea, and Taiwan. The Europe & South Africa segment provides life reinsurance
for a variety of life products through yearly renewable term and coinsurance
agreements and the reinsurance of accelerated critical illness coverage. The
Europe & South Africa segment has business primarily from the United Kingdom,
South Africa and Spain. Reinsurance agreements for both segments may be either
facultative or automatic agreements covering primarily individual risks and in
some markets, group risks. Each segment operates multiple offices throughout
each region to best meet the needs of the local client companies.
16
FOR THE THREE MONTHS ENDED JUNE 30, 2003 (IN THOUSANDS):
TOTAL
ASIA EUROPE & OTHER
PACIFIC SOUTH AFRICA INTERNATIONAL
---------- ------------ -------------
REVENUES:
Net premiums $ 66,165 $ 83,450 $ 149,615
Investment income, net of related expenses 2,421 639 3,060
Realized investment gains (losses), net (131) 23 (108)
Other revenues 707 299 1,006
--------- --------- ---------
Total revenues 69,162 84,411 153,573
BENEFITS AND EXPENSES:
Claims and other policy benefits 47,190 47,450 94,640
Policy acquisition costs and other insurance
expenses 13,006 28,689 41,695
Other operating expenses 4,189 4,106 8,295
Interest expense 250 264 514
--------- --------- ---------
Total benefits and expenses 64,635 80,509 145,144
Income from continuing operations before
income taxes $ 4,527 $ 3,902 $ 8,429
--------- --------- ---------
FOR THE THREE MONTHS ENDED JUNE 30, 2002 (IN THOUSANDS):
TOTAL
ASIA EUROPE & OTHER
PACIFIC SOUTH AFRICA INTERNATIONAL
--------- ------------ -------------
REVENUES:
Net premiums $ 31,840 $ 51,942 $ 83,782
Investment income, net of related expenses 1,785 17 1,802
Realized investment losses, net (123) (1) (124)
Other revenues 579 330 909
-------- -------- --------
Total revenues 34,081 52,288 86,369
BENEFITS AND EXPENSES:
Claims and other policy benefits 21,592 33,006 54,598
Policy acquisition costs and other insurance
expenses 5,792 16,332 22,124
Other operating expenses 3,546 2,862 6,408
Interest expense 215 273 488
-------- -------- --------
Total benefits and expenses 31,145 52,473 83,618
Income (loss) from continuing operations
before income taxes $ 2,936 $ (185) $ 2,751
-------- -------- --------
17
FOR THE SIX MONTHS ENDED JUNE 30, 2003 (IN THOUSANDS):
TOTAL
ASIA EUROPE & OTHER
PACIFIC SOUTH AFRICA INTERNATIONAL
---------- ------------ -------------
REVENUES:
Net premiums $ 108,575 $ 167,327 $ 275,902
Investment income, net of related expenses 5,148 1,479 6,627
Realized investment gains (losses), net (518) 848 330
Other revenues 907 123 1,030
--------- --------- ---------
Total revenues 114,112 169,777 283,889
BENEFITS AND EXPENSES:
Claims and other policy benefits 74,454 101,233 175,687
Policy acquisition costs and other insurance
expenses 24,528 54,223 78,751
Other operating expenses 8,716 7,546 16,262
Interest expense 519 464 983
--------- --------- ---------
Total benefits and expenses 108,217 163,466 271,683
Income from continuing operations before
income taxes $ 5,895 $ 6,311 $ 12,206
--------- --------- ---------
FOR THE SIX MONTHS ENDED JUNE 30, 2002 (IN THOUSANDS):
TOTAL
ASIA EUROPE & OTHER
PACIFIC SOUTH AFRICA INTERNATIONAL
---------- ------------ -------------
REVENUES:
Net premiums $ 64,992 $ 92,155 $ 157,147
Investment income, net of related expenses 3,154 248 3,402
Realized investment losses, net (173) (296) (469)
Other revenues 1,275 336 1,611
--------- --------- ---------
Total revenues 69,248 92,443 161,691
BENEFITS AND EXPENSES:
Claims and other policy benefits 44,160 58,196 102,356
Policy acquisition costs and other insurance
expenses 14,016 28,280 42,296
Other operating expenses 6,277 5,349 11,626
Interest expense 388 351 739
--------- --------- ---------
Total benefits and expenses 64,841 92,176 157,017
Income from continuing operations before
income taxes $ 4,407 $ 267 $ 4,674
--------- --------- ---------
Income before income taxes during the second quarter of 2003 tripled from $2.8
million to $8.4 million, driven by a 78.6% growth in premiums from $83.8 million
to $149.6 million. For the six months ended June 30, 2003, income before income
taxes grew 161.1% from $4.7 million to $12.2 million, attributable to a 75.6%
increase in premiums from $157.1 million to $275.9 million for the six months
ended June 30, 2002 and 2003, respectively.
The growth in premium for the quarter is attributable to growth in both
segments, with the Asia Pacific segment increasing premiums by 107.8% and the
Europe & South Africa segment growing by 60.7%. For the six months ended June
30, 2003, premiums for the Europe & South Africa segment increased 81.6% and for
the Asia Pacific
18
segment premiums increased 67.1%, in each case, over the comparable period for
2002. The growth has been generated by new business premiums from facultative
and automatic treaties and renewal premiums from existing treaties, including
premiums associated with accelerated critical illness coverage. The growth has
also been aided by favorable exchange rates, with several of the local
currencies strengthening significantly against the U.S. dollar. Premiums earned
during the second quarter and first six months associated with critical illness
coverage totaled $36.8 million and $78.0 million, respectively, compared to
$27.4 million and $46.7 million in the prior-year periods. Premium levels are
significantly influenced by large transactions and reporting practices of ceding
companies and therefore may fluctuate from period to period.
Net investment income increased to $3.1 million in the second quarter of 2003
and $6.6 million for the six months ended June 30, 2003 due to an increase in
allocated assets supporting the growth in the overall business. Investment
income and realized investment gains and losses are allocated to the operating
segments on the basis of capital required to support underlying business and
investment performance varies with the composition of investments and the
relative allocation of capital to units.
Claims and other policy benefits, as a percentage of net premiums, were 63.3%
and 65.2%, in the second quarter of 2003 and 2002, respectively. Claims as a
percentage of premiums in Asia Pacific worsened from 67.8% to 71.3%, while the
experience in Europe & South Africa improved from 63.5% to 56.9%. For the six
months ended on June 30, 2003, the overall ratio has improved to 63.7%, dropping
from 65.1% for the six months ended June 30, 2002. Claims and other policy
benefits include claims paid, claims in the course of payment and establishment
of additional reserves to provide for unreported claims. Management believes
death claims are reasonably predictable over a period of many years, but are
less predictable over shorter periods and are subject to significant
fluctuation. The Company monitors mortality trends to evaluate the
appropriateness of reserve levels and periodically adjusts the reserve levels.
Policy acquisition costs and other insurance expenses as a percentage of net
premiums were 27.9% in the second quarter of 2003 compared to 26.4% in 2002. For
the six months ended June 30, 2003, the ratio increased to 28.5% for 2003 versus
26.9% for the six months ended June 30, 2002. These percentages fluctuate due to
the timing of client company reporting and variations in the type of business
being written, along with the mix of new and renewal business. Other operating
expenses for the quarter declined from 7.6% of premiums in 2002 to 5.5% in 2003.
The comparable figures for the six months declined to 5.9% for 2003 versus 7.4%
for 2002. Over time, sustained growth in premiums should lessen the burden of
start-up expenses and expansion costs. Interest expense increased in 2003 over
2002 due to higher interest rates, an increase in debt levels in Europe & South
Africa to support the growth in operations, and the effect of foreign exchange.
CORPORATE AND OTHER OPERATIONS
Corporate and Other operations include investment income on 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,
5.75% mandatorily redeemable trust preferred securities. Additionally, the
Corporate and Other operations segment includes results from the Company's
Argentine privatized pension business, which is currently in run-off, and an
insignificant amount of direct insurance operations in Argentina.
19
----------------------------------------------------------------------
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
JUNE 30, 2003 JUNE 30, 2002 JUNE 30, 2003 JUNE 30, 2002
-------------------------------- --------------------------------
REVENUES:
Net premiums $ 1,541 $ (219) $ 1,978 $ 1,290
Investment income, net of related expenses
3,988 8,481 8,765 18,313
Realized investment losses, net (107) (2,687) (2,005) (4,371)
Other revenues 1,699 52 2,786 (468)
--------- --------- --------- ---------
Total revenues 7,121 5,627 11,524 14,764
BENEFITS AND EXPENSES:
Claims and other policy benefits 2,547 (758) 630 (268)
Interest credited 92 327 139 327
Policy acquisition costs and other
insurance expenses 991 111 1,570 983
Other operating expenses 5,573 3,602 9,966 7,109
Interest expense 8,528 8,427 17,018 16,730
--------- --------- --------- ---------
Total benefits and expenses 17,731 11,709 29,323 24,881
Loss from continuing operations before
income taxes $ (10,610) $ (6,082) $ (17,799) $ (10,117)
--------- --------- --------- ---------
Loss before income taxes increased 74.4% during the second quarter and 75.9% for
the first six months of 2003 primarily due to a decrease in investment income
and an increase in claims on the Argentine privatized pension business, offset
in part by realized foreign currency gains associated with the Argentine peso.
Investment income decreased 53.0% during the second quarter and 52.1% for the
first six months of 2003 primarily due to a decrease in the amount of
unallocated investments.
DISCONTINUED OPERATIONS
For the second quarter and first six months of 2003, the discontinued accident
and health division reported losses, net of taxes, of $1.0 million and $1.4
million, respectively, compared to losses, net of taxes, of $0.9 million and
$2.1 million for the prior year comparable periods. 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. Those estimates and assumptions are 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
Net cash provided by operating activities for the six months ended June 30, 2003
and 2002 was $172.0 million and $147.7 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 fixed maturity
portfolio that it believes is high quality with good liquidity characteristics.
These securities are classified on the condensed consolidated balance sheet as
available-for-sale and management believes they could be sold to meet the
Company's obligations, if necessary.
Net cash used in investing activities was $312.3 million and $234.0 million in
2003 and 2002, respectively. Changes in cash provided by or used in 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 $206.4 million and $48.5 million
in 2003 and 2002, respectively. Changes in cash provided by financing activities
primarily relate to the issuance of equity or debt securities,
20
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 15, "Long-Term Debt," and 16, "Issuance of Trust
Piers Units," in the Annual Report), and repurchases of RGA common stock under a
plan approved by the board of directors. 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.
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 June 30, 2003, the
Company had $377.0 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 June 30, 2003, Reinsurance Company of Missouri, Incorporated ("RCM")
and RGA Canada had statutory capital and surplus of $592.5 million and $214.1
million, respectively. RCM's primary asset is its investment in RGA Reinsurance
Company, the Company's principal operating subsidiary based in Missouri. RGA
Reinsurance Company (Barbados) Ltd., which we refer to as ""RGA Barbados," and
RGA Americas Reinsurance Company, Ltd., which we refer to as ""RGA Americas," do
not have material restrictions on their ability to pay dividends out of retained
earnings. The transfer of funds from the subsidiaries to RGA 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 cash flows
from operating activities and then by selling fixed-income securities or
short-term investments.
During the second quarter of 2003, the Company's U.S. credit facility was
amended and restated with a May 2006 expiration and capacity of $175.0 million,
up from the original $140.0 million capacity. The Company is prohibited from
paying 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, 2003,
the Company had $40.0 million outstanding under this facility and 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 6.13%. Interest is expensed on the face amount, or $225.0 million, of the
Trust Preferred Securities at a rate of 5.75%.
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 or our credit facility, 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. The Company did not purchase Company common
stock during the first six months of 2003 and purchased approximately 0.2
million shares at an aggregate cost of $6.6 million during 2002.
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
21
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 investments of $7.8 billion and $5.7 billion as
of June 30, 2003 and 2002, respectively. All investments made by RGA and its
subsidiaries conform in all material respects to the qualitative and
quantitative limits prescribed by the applicable jurisdiction's insurance laws
and regulations. In addition, the operating companies' boards of directors
periodically review the investment portfolios of their respective subsidiaries.
The Company's investment strategy is to maintain a predominantly
investment-grade, fixed maturity portfolio, with a goal of providing adequate
liquidity for expected reinsurance obligations, and maximizing 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 long-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 Company's earned yield on investments was 6.67% for the second
quarter of 2003, compared to 6.68% for the second quarter of 2002. See "Note 5 -
INVESTMENTS" in the Notes to Consolidated Financial Statements of the 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, Canadian government securities, and mortgage
and asset-backed securities. As of June 30, 2003, approximately 97% 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, which represented approximately 39.7% of fixed maturity
securities as of June 30, 2003, an increase from 32.2% as of December 31, 2002.
A majority of these securities were classified as corporate securities, with an
average Standard and Poor's ("S&P") rating of "A-" at June 30, 2003. The Company
owned floating rate securities that represented approximately 0.8% of fixed
maturity securities at June 30, 2003, compared to 2.8% at December 31, 2002.
These investments may have a higher degree of income variability 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 held approximately
$80.3 million in asset-backed securities at June 30, 2003, which included credit
card and automobile receivables, home equity loans and collateralized bond
obligations. The Company's asset-backed securities are diversified by issuer and
contain both floating and fixed rate securities. Approximately 9.1%, or $7.3
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. 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. In conjunction with its external investment managers, the Company
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, intent and ability to hold securities, and various other
subjective factors. As of June 30, 2003, the Company held fixed maturities with
a cost basis of $6.0 million and a market value of $8.6 million, or 0.2% of
fixed maturities, that were not accruing interest. Securities, based on
management's judgment, with an other-than-temporary impairment in value are
written down to net realizable value. The Company recorded other-than-temporary
write-downs of $11.9 million and $15.3 million for the six months ended June 30,
2003 and 2002, respectively. The circumstances that gave rise to these
impairments were primarily bankruptcy proceedings or deterioration in collateral
value supporting certain asset-backed securities. During the first six months of
2003, the Company sold fixed maturity securities with a fair value of $172.4
million that resulted in a loss of $18.4 million.
22
The following table presents the total gross unrealized losses for fixed
maturity securities where the estimated fair value had declined and remained
below amortized cost by the indicated amount (in thousands):
At June 30, 2003
-----------------------------
Gross Unrealized
Losses % of Total
---------------- -----------
Less than 20% $ 21,701 86.0%
20% or more for less than six months 271 1.0%
20% or more for six months or greater 3,276 13.0%
--------- ---------
Total $ 25,248 100.0%
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 fair values often recover over time. These
securities have generally been adversely affected by the downturn in the
financial markets, overall economic conditions, and continuing effects of the
September 11, 2001 tragedies. Of the $3.3 million in unrealized losses on fixed
maturity securities whose book value has exceeded market value 20% or more for
six months or longer, approximately $1.8 million related to two bonds, one each
in the automotive and airline sector, $0.8 million related to five asset-backed
securities, and $0.7 million related to Canadian zero coupon bonds whose
maturities are long term. Small movements in interest rates can have a
significant impact on the fair value of these securities. The Company believes
that the analysis of each security 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,
2003.
The following table presents the total gross unrealized losses for fixed
maturity securities as of June 30, 2003, by class of security, and broken out
between investment and non-investment grade investments whose market value has
been below amortized cost for the length of time indicated (in thousands):
Number of months
----------------------------------------------------
More than
six, but
Less than less than Over
six twelve twelve Total
--------- --------- ------- -------
Investment grade securities:
Commercial and industrial $ 3,421 $ 468 $13,401 $17,290
Public utilities 297 -- -- 297
Asset-backed securities 171 -- 1,698 1,869
Canadian and Canadian provincial governments 535 -- 49 584
Mortgage-backed securities 1,561 -- -- 1,561
Finance 111 -- -- 111
U.S. government and agencies 82 -- -- 82
Foreign governments 257 3 -- 260
------- ------- ------- -------
Investment grade securities 6,435 471 15,148 22,054
------- ------- ------- -------
More than
six, but
Less than less than Over
six twelve twelve Total
--------- --------- ------- -------
Non-investment grade securities:
Commercial and industrial 75 -- 1,819 1,894
Public utilities -- -- -- --
Asset-backed securities -- 532 263 795
Finance 505 -- -- 505
------- ------- ------- -------
Non-investment grade securities 580 532 2,082 3,194
------- ------- ------- -------
Total $ 7,015 $ 1,003 $17,230 $25,248
======= ======= ======= =======
23
Approximately $14.6 million of the total unrealized losses were related to
securities issued by the airline, financial, automotive, telecommunication, and
utility sectors. These securities have generally been adversely affected by the
downturn in the financial markets, overall economic conditions, and continuing
effects of the September 11, 2001 tragedies. The Company believes that the
analysis of each such security whose price has been below market for greater
than twelve months 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, 2003.
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 were
performing and no valuation allowance had been established as of June 30, 2003.
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 30.6% and 29.7% of the
Company's investments as of June 30, 2003 and December 31, 2002, 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 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 some of this risk, the Company helps set, and monitor compliance with,
the investment guidelines followed by these ceding companies. Ceding companies
with funds withheld at interest had a minimum A.M. Best financial strength
rating of "A-". See discussion of FASB B36 in "New Accounting Standards."
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). Currently, the Company believes its foreign
currency transaction exposure is not material to the consolidated results of
operations.
24
There has been no significant change in the Company's quantitative or
qualitative aspects of market risk during the quarter ended June 30, 2003 from
that disclosed in the Annual Report on Form 10-K for the year ended December 31,
2002.
NEW ACCOUNTING STANDARDS
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. SOP 03-1 is effective for fiscal years
beginning after December 15, 2003. The Company is in the process of quantifying
the impact of SOP 03-1 on its consolidated financial statements.
In May 2003, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 150 "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity". SFAS
150 establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some circumstances). Many of those instruments
were previously classified as equity. Effective July 1, 2003, the Company
adopted these provisions of SFAS 150, which did not materially affect the
Company's financial position or results of operations.
In April 2003, the FASB issued SFAS No. 149 "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities". SFAS 149 requires that contracts
with comparable characteristics be accounted for similarly. In particular, SFAS
149 clarifies under what circumstances a contract with an initial net investment
meets the characteristic of a derivative and when a derivative contains a
financing component, amends the definition of an underlying component to conform
it to language used in FASB Interpretation No. 45, "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others", and amends certain other existing pronouncements. SFAS
149 is effective for contracts entered into or modified after June 30, 2003, and
for hedging relationships designated after June 30, 2003. In addition,
provisions of SFAS 149 should be applied prospectively. The Company does not
expect the application of FAS 149 to have a material effect on its financial
position or results of operations.
In April 2003, the FASB cleared 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"). Issue B36 concluded that (i) a company's funds withheld payable and/or
receivable under certain reinsurance arrangements and (ii) a debt instrument
that incorporates credit risk exposures that are unrelated or only partially
related to the creditworthiness of the obligor include an embedded derivative
feature that is not clearly and closely related to the host contract. Therefore,
the embedded derivative must be measured at fair value on the balance sheet and
changes in fair value reported in income. Issue B36 is effective October 1,
2003. The Company is in the process of quantifying of the impact of the adoption
of Issue B36 on its consolidated financial statements.
Effective January 1, 2003, the Company adopted the provisions of SFAS No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities," FASB
Interpretation No. 46, "Consolidation of Variable Interest Entities," and FASB
Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others." The
adoption of these provisions did not materially affect the Company's financial
position or results of operations.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation -- Transition and Disclosure, an amendment of FASB Statement No.
123." Effective January 1, 2003, the Company prospectively adopted the fair
value-based employee stock-based compensation expense recognition provisions of
SFAS No. 123, as amended by SFAS No. 148. The Company formerly applied the
intrinsic value-based expense provisions set forth in APB Opinion No. 25,
Accounting for Stock Issued to Employees, ("APB 25"). For the three and six
month periods ended June 30, 2003, the Company recorded pre-tax compensation
expense of approximately $0.4 million and $0.8 million, respectively, associated
with stock option grants issued during January 2003.
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
25
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) adverse changes in mortality, morbidity or
claims experience, (2) changes in our financial strength and credit ratings or
those of Metropolitan Life Insurance Company ("MetLife") or its subsidiaries,
and the effect of such changes on our future results of operations and financial
condition, (3) general economic conditions affecting the demand for insurance
and reinsurance in our current and planned markets, (4) market or economic
conditions that adversely affect our ability to make timely sales of investment
securities, (5) changes in investment portfolio yields due to interest rate or
credit quality changes, (6) fluctuations in U.S. or foreign currency exchange
rates, interest rates, or securities and real estate markets, (7) adverse
litigation or arbitration results, (8) the stability of governments and
economies in the markets in which we operate, (9) competitive factors and
competitors' responses to our initiatives, (10) the success of our clients, (11)
successful execution of our entry into new markets, (12) successful development
and introduction of new products, (13) regulatory action that may be taken by
state Departments of Insurance with respect to us, MetLife, or its subsidiaries,
(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 ("SEC").
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 SEC. 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 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, management, including the
Chief Executive Officer and the Chief Financial Officer, evaluated the
effectiveness of the design and operation of the Company's disclosure controls
and procedures with respect to the information generated for use in this
Quarterly Report. Based upon, and as of the date of that evaluation, the Chief
Executive Officer and the Chief Financial Officer concluded that the disclosure
controls and procedures were effective to provide reasonable assurance that
information required to be disclosed in the reports that the Company files or
submits under the Securities Exchange act of 1934 are recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms.
There was no change in the Company's internal control over financial reporting
during the quarter ended June 30, 2003, that has materially affected, or is
reasonable likely to materially affect our internal control over financial
reporting.
26
PART II - OTHER INFORMATION
ITEM 6
EXHIBITS AND REPORTS ON FORM 8-K
(a) See index to exhibits.
(b) The following reports on Form 8-K were filed with the SEC during the three
months ended June 30, 2003:
1. The Company furnished a current report on Form 8-K dated April 24, 2003,
referring under Item 9 to its press release regarding, among other things,
certain financial results. The press release was attached thereto as
Exhibit 99.1.
2. The Company filed a current report on Form 8-K dated May 23, 2003, referring
under Item 5 to an amended and restated credit agreement with a bank
syndicate. The agreement was attached thereto as Exhibit 10.1.
27
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amended report to be signed on its behalf by
the undersigned thereunto duly authorized.
Reinsurance Group of America, Incorporated
By: /s/ A. Greig Woodring November 5, 2003
-----------------------------------------
A. Greig Woodring
President & Chief Executive Officer
(Principal Executive Officer)
/s/ Jack B. Lay November 5, 2003
-----------------------------------------
Jack B. Lay
Executive Vice President & Chief
Financial Officer
(Principal Financial and Accounting
Officer)
28
INDEX TO EXHIBITS
Exhibit
Number Description
------ -----------
3.1 Second Restated Articles of Incorporation, incorporated by reference
to Exhibit 3.1 of Post-Effective Amendment No. 2 to the Registration
Statements on Form S-3/A (File Nos. 333-55304, 333-55304-01 and
333-55304-02), filed on September 6, 2001.
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.
10.20 First Amended and Restated Credit Agreement dated as of May 23, 2003
between RGA, as borrower, the financial institutions listed on the
signature pages thereof, The Bank of New York, as Administrative Agent,
Bank of America, N.A. and Fleet National Bank, as Co-Syndication
Agents, and KeyBank National Association, as Documentation Agent,
incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K
dated May 23, 2003 (File No. 1-11848)
31.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of
2002
31.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of
2002
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of
2002
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of
2002
29