UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2006
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 A LARGE ACCELERATED FILER, AN
ACCELERATED FILER, OR A NON-ACCELERATED FILER.
LARGE ACCELERATED FILER X ACCELERATED FILER NON-ACCELERATED FILER
--- --- ---
INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A SHELL COMPANY (AS DEFINED IN
RULE 12b-2 OF THE EXCHANGE ACT). YES NO X
--- ---
COMMON STOCK OUTSTANDING ($.01 PAR VALUE) AS OF JULY 31, 2006: 61,223,901
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, 2006 and December 31, 2005 3
Condensed Consolidated Statements of Income (Unaudited)
Three and six months ended June 30, 2006 and 2005 4
Condensed Consolidated Statements of Cash Flows (Unaudited)
Six months ended June 30, 2006 and 2005 5
Notes to Condensed Consolidated Financial Statements (Unaudited) 6
2 Management's Discussion and Analysis of Financial Condition and
Results of Operations 12
3 Quantitative and Qualitative Disclosures About Market Risk 32
4 Controls and Procedures 32
PART II - OTHER INFORMATION
1 Legal Proceedings 33
1A Risk Factors 33
2 Unregistered Sales of Equity Securities and Use of Proceeds 33
4 Submission of Matters to a Vote of Security Holders 33
6 Exhibits 33
Signatures 34
Index to Exhibits 35
2
REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
June 30, December 31,
2006 2005
----------- ------------
(Dollars in thousands)
ASSETS
Fixed maturity securities:
Available-for-sale at fair value (amortized cost of $6,760,170 and
$6,331,225 at June 30, 2006 and December 31, 2005, respectively) $ 6,949,932 $ 6,874,243
Mortgage loans on real estate 650,477 648,067
Policy loans 982,199 987,442
Funds withheld at interest 3,767,898 3,459,943
Short-term investments 27,421 126,296
Other invested assets 1,056,668 235,464
----------- -----------
Total investments 13,434,595 12,331,455
Cash and cash equivalents 279,020 128,692
Accrued investment income 81,367 62,498
Premiums receivable and other reinsurance balances 687,291 573,145
Reinsurance ceded receivables 555,336 541,944
Deferred policy acquisition costs 2,674,888 2,465,630
Other assets 104,170 90,502
----------- -----------
Total assets $17,816,667 $16,193,866
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Future policy benefits $ 5,040,664 $ 4,693,454
Interest sensitive contract liabilities 5,806,953 5,503,528
Other policy claims and benefits 1,665,071 1,529,298
Other reinsurance balances 214,753 212,422
Deferred income taxes 567,325 652,024
Other liabilities 344,721 117,101
Short-term debt 27,726 125,610
Long-term debt 674,536 674,392
Collateral finance facility 850,272 --
Company-obligated mandatorily redeemable preferred securities of subsidiary
trust holding solely junior subordinated debentures of the Company 158,625 158,553
----------- -----------
Total liabilities 15,350,646 13,666,382
Commitments and contingent liabilities (See Note 5)
Stockholders' Equity:
Preferred stock (par value $.01 per share; 10,000,000 shares authorized; no
shares issued or outstanding) -- --
Common stock (par value $.01 per share; 140,000,000 shares authorized;
63,128,273 shares issued at June 30, 2006 and December 31, 2005) 631 631
Warrants 66,915 66,915
Additional paid-in-capital 1,064,125 1,053,814
Retained earnings 1,169,910 1,048,215
Accumulated other comprehensive income:
Accumulated currency translation adjustment, net of income taxes 117,846 85,127
Unrealized appreciation of securities, net of income taxes 130,936 361,815
----------- -----------
Total stockholders' equity before treasury stock 2,550,363 2,616,517
Less treasury shares held of 1,940,109 and 2,052,316 at cost at
June 30, 2006 and December 31, 2005, respectively (84,342) (89,033)
----------- -----------
Total stockholders' equity 2,466,021 2,527,484
----------- -----------
Total liabilities and stockholders' equity $17,816,667 $16,193,866
=========== ===========
See accompanying notes to condensed consolidated
financial statements (unaudited).
3
REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three months ended Six months ended
June 30, June 30,
----------------------- -----------------------
2006 2005 2006 2005
---------- ---------- ---------- ----------
(Dollars in thousands, except per share data)
REVENUES:
Net premiums $1,076,603 $ 931,354 $2,069,045 $1,833,174
Investment income, net of related expenses 168,605 146,284 355,546 303,337
Investment related gains (losses), net (5,314) 12,950 (4,682) 16,929
Change in value of embedded derivatives (11,075) (19,917) (6,523) 2,644
Other revenues 13,717 20,661 28,247 31,464
---------- ---------- ---------- ----------
Total revenues 1,242,536 1,091,332 2,441,633 2,187,548
BENEFITS AND EXPENSES:
Claims and other policy benefits 874,531 827,930 1,686,044 1,565,983
Interest credited 44,732 38,615 106,261 93,668
Policy acquisition costs and other insurance expenses 172,700 157,855 324,504 301,831
Change in deferred acquisition costs associated with
change in value of embedded derivatives (7,982) (13,604) (5,225) 2,104
Other operating expenses 45,830 38,032 92,357 71,038
Interest expense 15,014 9,895 31,781 19,780
Collateral finance facility expense 277 -- 277 --
---------- ---------- ---------- ----------
Total benefits and expenses 1,145,102 1,058,723 2,235,999 2,054,404
Income from continuing operations before
income taxes 97,434 32,609 205,634 133,144
Provision for income taxes 33,645 7,449 71,265 40,720
---------- ---------- ---------- ----------
Income from continuing operations 63,789 25,160 134,369 92,424
Discontinued operations:
Loss from discontinued accident and health
operations, net of income taxes (158) (3,343) (1,668) (4,050)
---------- ---------- ---------- ----------
Net income $ 63,631 $ 21,817 $ 132,701 $ 88,374
========== ========== ========== ==========
BASIC EARNINGS PER SHARE:
Income from continuing operations $ 1.04 $ 0.40 $ 2.20 $ 1.48
Discontinued operations 0.00 (0.05) (0.03) (0.07)
---------- ---------- ---------- ----------
Net income $ 1.04 $ 0.35 $ 2.17 $ 1.41
========== ========== ========== ==========
DILUTED EARNINGS PER SHARE:
Income from continuing operations $ 1.02 $ 0.39 $ 2.14 $ 1.45
Discontinued operations (0.01) (0.05) (0.02) (0.06)
---------- ---------- ---------- ----------
Net income $ 1.01 $ 0.34 $ 2.12 $ 1.39
========== ========== ========== ==========
DIVIDENDS DECLARED PER SHARE $ 0.09 $ 0.09 $ 0.18 $ 0.18
========== ========== ========== ==========
See accompanying notes to condensed consolidated
financial statements (unaudited).
4
REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six months ended
June 30,
-----------------------
2006 2005
----------- ---------
(Dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 132,701 $ 88,374
Adjustments to reconcile net income to net cash provided by
operating activities:
Change in:
Accrued investment income (18,680) (22,584)
Premiums receivable and other reinsurance balances (91,410) (72,993)
Deferred policy acquisition costs (152,112) (156,899)
Reinsurance ceded balances (13,392) (40,535)
Future policy benefits, other policy claims and benefits, and
other reinsurance balances 384,937 447,292
Deferred income taxes 26,061 95,349
Other assets and other liabilities, net 58,886 (103,834)
Amortization of net investment discounts and other (26,624) (16,275)
Investment related losses (gains), net 4,682 (16,929)
Other, net 2,870 1,919
----------- ---------
Net cash provided by operating activities 307,919 202,885
CASH FLOWS FROM INVESTING ACTIVITIES:
Sales of fixed maturity securities - available for sale 879,617 816,369
Maturities of fixed maturity securities - available for sale 133,734 72,295
Purchases of fixed maturity securities - available for sale (1,273,922) (961,349)
Cash invested in mortgage loans on real estate (46,189) (28,496)
Cash invested in policy loans (8,579) (8,294)
Cash invested in funds withheld at interest (29,765) (35,831)
Principal payments on mortgage loans on real estate 43,575 9,719
Principal payments on policy loans 13,822 12,541
Change in short-term investments and other invested assets (725,033) (23,042)
----------- ---------
Net cash used in investing activities (1,012,740) (146,088)
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends to stockholders (11,007) (11,262)
Principal payments on debt (100,000) --
Exercise of stock options, net 2,933 4,913
Net proceeds from collateral finance facility 837,500 --
Net increase in securitized lending activities 76,508 6,309
Excess deposits (payments) on universal life and other
investment type policies and contracts 49,831 (47,402)
----------- ---------
Net cash provided by financing activities 855,765 (47,442)
Effect of exchange rate changes (616) (2,339)
----------- ---------
Change in cash and cash equivalents 150,328 7,016
Cash and cash equivalents, beginning of period 128,692 152,095
----------- ---------
Cash and cash equivalents, end of period $ 279,020 $ 159,111
=========== =========
Supplementary information:
Cash paid for interest $ 33,334 $ 19,256
Cash paid (received) for income taxes, net of refunds $ (12,931) $ 77,805
See accompanying notes to condensed consolidated
financial statements (unaudited).
5
REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of
Reinsurance Group of America, Incorporated ("RGA") and its subsidiaries
(collectively, the "Company") have been prepared in conformity with accounting
principles generally accepted in the United States of America for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements. In the opinion of
management, all adjustments, consisting of normal recurring accruals, considered
necessary for a fair presentation have been included. Operating results for the
six-month period ended June 30, 2006 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2006. These
unaudited condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's 2005 Annual Report on Form 10-K ("2005 Annual Report")
filed with the Securities and Exchange Commission on February 27, 2006.
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,
including all segment information, to conform to the 2006 presentation.
2. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per
share on income from continuing operations (in thousands, except per share
information):
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ ------------------
2006 2005 2006 2005
------- ------- -------- -------
Earnings:
Income from continuing operations (numerator
for basic and diluted calculations) $63,789 $25,160 $134,369 $92,424
Shares:
Weighted average outstanding shares
(denominator for basic calculation) 61,185 62,628 61,162 62,591
Equivalent shares from outstanding stock
options 1,524 1,136 1,501 1,215
------- ------- -------- -------
Denominator for diluted calculation 62,709 63,764 62,663 63,806
Earnings per share:
Basic $ 1.04 $ 0.40 $ 2.20 $ 1.48
Diluted $ 1.02 $ 0.39 $ 2.14 $ 1.45
======= ======= ======== =======
The calculation of common equivalent shares does not include the impact of
options or warrants having a strike or conversion price that exceeds the average
stock price for the earnings period, as the result would be antidilutive. The
calculation of common equivalent shares also excludes the impact of outstanding
performance contingent shares, as the conditions necessary for their issuance
have not been satisfied as of the end of the reporting period. For the three and
six month periods ended June 30, 2006, 0.4 million performance contingent shares
were excluded from the calculation. For the three and six months ended June 30,
2005, approximately 0.3 million stock options and 0.3 million performance
contingent shares were excluded from the calculation.
6
3. COMPREHENSIVE INCOME
The following schedule reflects the change in accumulated other comprehensive
income (dollars in thousands):
THREE MONTHS ENDED SIX MONTHS ENDED
----------------------------- -----------------------------
JUNE 30, 2006 JUNE 30, 2005 JUNE 30, 2006 JUNE 30, 2005
------------- ------------- ------------- -------------
Net income $ 63,631 $ 21,817 $ 132,701 $ 88,374
Accumulated other comprehensive
income (expense), net of income tax:
Unrealized gains (losses), net of
reclassification adjustment for
gains (losses) included in net
income (116,249) 178,605 (230,879) 144,755
Foreign currency items 34,756 (19,899) 32,719 (28,298)
--------- -------- --------- --------
Comprehensive income (loss) $ (17,862) $180,523 $ (65,459) $204,831
========= ======== ========= ========
4. SEGMENT INFORMATION
The accounting policies of the segments are the same as those described in the
Summary of Significant Accounting Policies in Note 2 of the consolidated
financial statements accompanying the 2005 Annual Report. The Company measures
segment performance primarily based on profit or loss from operations before
income taxes. There are no intersegment reinsurance transactions and the Company
does not have any material long-lived assets other than internally developed
software. As of June 30, 2006, the carrying value of material internally
developed software was approximately $16.1 million. Investment income is
allocated to the segments based upon average assets and related capital levels
deemed appropriate to support the segment business volumes.
Effective January 1, 2006 the Company changed its method of allocating capital
to its segments from a method based upon regulatory capital requirements to one
based on underlying economic capital levels. The economic capital model is an
internally developed risk capital model, the purpose of which is to measure the
risk in the business and to provide a basis upon which capital is deployed. The
economic capital model considers the unique and specific nature of the risks
inherent in RGA's businesses. This is in contrast to the standardized regulatory
risk based capital formula, which is not as refined in its risk calculations
with respect to each of the Company's businesses. As a result of the economic
capital allocation process, a portion of investment income and investment
related gains (losses) is credited to the segments based on the level of
allocated equity. In addition, the segments are charged for excess capital
utilized above the allocated economic capital basis. This charge is included in
policy acquisition costs and other insurance expenses. The prior period segment
results have been adjusted to conform to the new allocation methodology.
Information related to total revenues, income (loss) from continuing operations
before income taxes, and total assets of the Company for each reportable segment
are summarized below (dollars in thousands).
THREE MONTHS ENDED SIX MONTHS ENDED
----------------------------- -----------------------------
JUNE 30, 2006 JUNE 30, 2005 JUNE 30, 2006 JUNE 30, 2005
------------- ------------- ------------- -------------
TOTAL REVENUES
U.S $ 782,387 $ 668,629 $1,547,939 $1,389,991
Canada 126,230 100,912 245,738 197,874
Europe & South Africa 149,587 135,363 298,255 279,364
Asia Pacific 177,163 152,523 324,797 275,237
Corporate & Other 7,169 33,905 24,904 45,082
---------- ---------- ---------- ----------
Total $1,242,536 $1,091,332 $2,441,633 $2,187,548
========== ========== ========== ==========
7
THREE MONTHS ENDED SIX MONTHS ENDED
----------------------------- -----------------------------
JUNE 30, 2006 JUNE 30, 2005 JUNE 30, 2006 JUNE 30, 2005
------------- ------------- ------------- -------------
INCOME (LOSS) FROM CONTINUING
OPERATIONS BEFORE INCOME TAXES
U.S. $70,935 $27,262 $151,271 $ 95,758
Canada 11,074 10,797 19,505 26,459
Europe & South Africa 17,269 (6,844) 32,066 7,669
Asia Pacific 7,725 11,376 14,339 14,286
Corporate & Other (9,569) (9,982) (11,547) (11,028)
------- ------- -------- --------
Total $97,434 $32,609 $205,634 $133,144
======= ======= ======== ========
TOTAL ASSETS
--------------------------
JUNE 30, DECEMBER 31,
2006 2005
----------- ------------
U.S. $11,539,289 $11,049,424
Canada 2,087,110 1,954,612
Europe & South Africa 1,098,996 956,453
Asia Pacific 919,901 873,230
Corporate and Other 2,171,371 1,360,147
----------- -----------
Total $17,816,667 $16,193,866
=========== ===========
5. COMMITMENTS AND CONTINGENT LIABILITIES
The Company has commitments to fund investments in limited partnerships in the
amount of $46.6 million at June 30, 2006. The Company anticipates that the
majority of these amounts will be invested over the next five years, however,
contractually these commitments could become due at the request of the
counterparties. Investments in limited partnerships are carried at cost and are
included in other invested assets in the condensed consolidated balance sheets.
The Company is currently a party to three arbitrations that involve its
discontinued accident and health business, including personal accident business
(which includes London market excess of loss business) and workers' compensation
carve-out business. The Company is also party to one pending and one threatened
arbitration related to its life reinsurance business. In addition, the Company
has been joined in a suit filed against one of its ceding companies alleging
wrongful denial of a life insurance claim. As of June 30, 2006, the parties
involved in these actions have raised claims, or established reserves that may
result in claims, in the amount of $32.0 million, which is $27.9 million in
excess of the amounts held in reserve by the Company. The Company generally has
little information regarding any reserves established by the ceding companies,
and must rely on management estimates to establish policy claim liabilities. It
is possible that any such reserves could be increased in the future. The Company
believes it has substantial defenses upon which to contest these claims,
including but not limited to misrepresentation and breach of contract by direct
and indirect ceding companies. See Note 20, "Discontinued Operations" in the
Company's consolidated financial statements accompanying the 2005 Annual Report
for more information. Additionally, from time to time, the Company is subject to
litigation related to employment-related matters in the normal course of its
business. While it is difficult to predict or determine the ultimate outcome of
the pending litigation or arbitrations or provide useful ranges of potential
losses, it is the opinion of management, after consultation with counsel, that
their outcomes, after consideration of the provisions made in the Company's
condensed consolidated financial statements, would not have a material adverse
effect on its consolidated financial position. However, it is possible that an
adverse outcome could, from time to time, have a material adverse effect on the
Company's consolidated net income or cash flows in particular quarterly or
annual periods.
The Company has obtained letters of credit, issued by banks, in favor of various
affiliated and unaffiliated insurance companies from which the Company assumes
business. These letters of credit represent guarantees of performance under the
reinsurance agreements and allow ceding companies to take statutory reserve
credits. At June 30, 2006
8
and December 31, 2005, there were approximately $14.6 million and $17.4 million,
respectively, of outstanding bank letters of credit in favor of third parties.
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., RGA Reinsurance Company (Barbados) Ltd. and RGA
Worldwide Reinsurance Company, Ltd. The Company cedes business to its offshore
affiliates to help reduce the amount of regulatory capital required in certain
jurisdictions, such as the U.S. and the United Kingdom. The capital required to
support the business in the offshore affiliates reflects more realistic
expectations than the original jurisdiction of the business, where capital
requirements are often considered to be quite conservative. As of June 30, 2006
and December 31, 2005, $401.7 million and $439.8 million, respectively, in
letters of credit from various banks were outstanding between the various
subsidiaries of the Company. Applicable letter of credit fees and fees payable
for the credit facility depend upon the Company's senior unsecured long-term
debt rating. Fees associated with the Company's other 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.
RGA has issued guarantees to third parties on behalf of its subsidiaries'
performance for the payment of amounts due under certain credit facilities,
reinsurance treaties and an office lease obligation, whereby if a subsidiary
fails to meet an obligation, RGA or one of its other subsidiaries will make a
payment to fulfill the obligation. In limited circumstances, 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 $252.7 million and $256.2 million as of
June 30, 2006 and December 31, 2005, respectively, and are reflected on the
Company's condensed consolidated balance sheets in future policy benefits.
Potential guaranteed amounts of future payments will vary depending on
production levels and underwriting results. Guarantees related to trust
preferred securities and 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, 2006, RGA's exposure related to these guarantees was
$184.6 million.
In addition, the Company indemnifies its directors and officers as provided in
its charters and by-laws. Since this indemnity generally is not subject to
limitation with respect to duration or amount, the Company does not believe that
it is possible to determine the maximum potential amount due under this
indemnity in the future.
6. EMPLOYEE BENEFIT PLANS
The components of net periodic benefit costs were as follows (dollars in
thousands):
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
-------------------- ------------------
2006 2005 2006 2005
----- ----- ------ ------
NET PERIODIC PENSION BENEFIT COST:
Service cost $ 423 $ 475 $1,037 $1,023
Interest cost 371 412 848 794
Expected return on plan assets (411) (278) (758) (578)
Amortization of prior service cost 6 6 15 15
Amortization of prior actuarial loss 78 137 184 177
----- ----- ------ ------
Net periodic pension benefit cost $ 467 $ 752 $1,326 $1,431
===== ===== ====== ======
NET PERIODIC OTHER BENEFITS COST:
Service cost $ 180 $ 102 $ 359 $ 205
Interest cost 155 99 311 198
Expected return on plan assets -- -- -- --
Amortization of prior service cost -- -- -- --
Amortization of prior actuarial loss 66 18 132 35
----- ----- ------ ------
Net periodic other benefits cost $ 401 $ 219 $ 802 $ 438
===== ===== ====== ======
9
The Company made $3.8 million in pension contributions during the second quarter
of 2006 and expects this to be the only contribution for the year.
7. COLLATERAL FINANCE FACILITY
On June 28, 2006, RGA's subsidiary, Timberlake Financial, L.L.C. ("Timberlake
Financial"), issued $850.0 million of Series A Floating Rate Insured Notes due
June 2036 in a private placement. The notes were issued to fund the collateral
requirements for statutory reserves required by the U.S. valuation of Life
Policies Model Regulation (commonly referred to as Regulation XXX) on specified
term life insurance policies reinsured by RGA Reinsurance Company. Proceeds from
the notes have been deposited into a series of trust accounts that collateralize
the notes and are not available to satisfy the general obligations of the
Company. Interest on the notes will accrue at an annual rate of 1-month LIBOR
plus a base rate margin, payable monthly. The payment of interest and principal
on the notes is insured through a financial guaranty insurance policy with a
third party. The notes represent senior, secured indebtedness of Timberlake
Financial and its assets with no recourse to RGA or its other subsidiaries.
Timberlake Financial will rely primarily upon the receipt of interest and
principal payments on a surplus note and dividend payments from its wholly-owned
subsidiary, Timberlake Reinsurance Company II ("Timberlake Re"), a South
Carolina captive insurance company, to make payments of interest and principal
on the notes. The ability of Timberlake Re to make interest and principal
payments on the surplus note and dividend payments to Timberlake Financial is
contingent upon South Carolina regulatory approval and the performance of
specified term life insurance policies with guaranteed level premiums retroceded
by RGA's subsidiary, RGA Reinsurance Company, to Timberlake Re.
In accordance with Financial Accounting Standards Board ("FASB") Interpretation
No. 46(r), "Consolidation of Variable Interest Entities - An Interpretation of
ARB No. 51," Timberlake Financial is considered to be a variable interest entity
and the Company is deemed to hold the primary beneficial interest. As a result,
Timberlake Financial has been consolidated in the Company's condensed financial
statements. The Company's condensed consolidated balance sheets include the
assets of Timberlake Financial recorded as fixed maturity investments and other
invested assets, which consists of restricted cash and cash equivalents, with
the liability for the notes recorded as collateral finance facility. The
Company's condensed consolidated statements of income include the investment
return of Timberlake Financial as investment income and the cost of the facility
is reflected in collateral finance facility expense.
8. EQUITY BASED COMPENSATION
Effective January 1, 2006, the Company adopted Statement of Financial Accounting
Standards No. 123(r), "Share-Based Payment" ("SFAS 123(r)"). SFAS 123(r)
requires that the cost of all share-based transactions be recorded in the
financial statements. The Company has been recording compensation cost for all
equity-based grants or awards after January 1, 2003 consistent with the
requirement of SFAS No. 123, as amended by SFAS 148. Equity compensation expense
was $4.8 million and $1.7 million in the second quarter of 2006 and 2005,
respectively, and $10.6 million and $3.5 million in the first six months of 2006
and 2005, respectively. The adoption of SFAS 123(r) increased compensation
expense recorded in the first quarter of 2006 by approximately $1.7 million,
primarily related to unvested options from the 2002 grants, which were
previously reported under Accounting Principles Board Opinion No. 25, and the
acceleration of compensation expense for certain retirement eligible employees.
Compensation cost associated with grants issued to retirement eligible employees
prior to January 1, 2006 continues to be recognized over the nominal vesting
period. In the first quarter of 2006, the company granted 336,725 incentive
stock options at $47.47 weighted average per share and 144,097 performance
contingent units ("PCUs") to employees. Additionally, non-employee directors
were awarded a total of 4,800 shares of common stock. The remainder of the
increase in compensation expense related to an increase in estimated shares
required to settle PCUs granted in 2004 and the incremental expense from stock
options and PCUs granted during the first quarter of 2006. As of June 30, 2006,
the total compensation cost of non-vested awards not yet recognized in the
financial statements was $24.3 million with various recognition periods over the
next five years. The effect of applying the provisions of SFAS 123(r) on a pro
forma basis to the comparable 2005 period did not have material effect on net
income or earnings per share.
10
9. NEW ACCOUNTING STANDARDS
In June, 2006, the FASB issued FASB Interpretation ("FIN") No. 48, "Accounting
for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109"
("FIN 48"). FIN 48 prescribes a recognition threshold and measurement attribute
for the financial statement recognition and measurement of a tax position taken
or expected to be taken in a tax return. FIN 48 also provides guidance on
derecognition, classification, treatment of interest and penalties, and
disclosure of such positions. FIN 48 will be applied prospectively and will be
effective for fiscal years beginning after December 31, 2006. The Company is
currently evaluating the effect, if any, of FIN 48 on the Company's condensed
consolidated financial statements.
Effective January 1, 2006, the Company prospectively adopted SFAS No. 155,
"Accounting for Certain Hybrid Instruments" ("SFAS 155"). SFAS 155 amends SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS
133") and SFAS 140, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities." SFAS 155 allows financial instruments that
have embedded derivatives to be accounted for as a whole, eliminating the need
to bifurcate the derivative from its host, if the holder elects to account for
the whole instrument on a fair value basis. In addition, among other changes,
SFAS 155 (i) clarifies which interest-only strips and principal-only strips are
not subject to the requirements of SFAS 133; (ii) establishes a requirement to
evaluate interests in securitized financial assets to identify interests that
are freestanding derivatives or that are hybrid financial instruments that
contain an embedded derivative requiring bifurcation; (iii) clarifies that
concentrations of credit risk in the form of subordination are not embedded
derivatives; and (iv) eliminates the prohibition on a qualifying special-purpose
entity ("QSPE") from holding a derivative financial instrument that pertains to
a beneficial interest other than another derivative financial interest. The
adoption of SFAS 155 did not have a material impact on the Company's condensed
consolidated financial statements.
In June 2005, the FASB cleared SFAS 133 Implementation Issue No. B38, "Embedded
Derivatives: Evaluation of Net Settlement with Respect to the Settlement of a
Debt Instrument through Exercise of an Embedded Put Option or Call Option"
("Issue B38") and SFAS 133 Implementation Issue No. B39, "Embedded Derivatives:
Application of Paragraph 13(b) to Call Options That Are Exercisable Only by the
Debtor" ("Issue B39"). Issue B38 clarified that the potential settlement of a
debtor's obligation to a creditor occurring upon exercise of a put or call
option meets the net settlement criteria of SFAS No. 133. Issue B39 clarified
that an embedded call option, in which the underlying is an interest rate or
interest rate index, that can accelerate the settlement of a debt host financial
instrument should not be bifurcated and fair valued if the right to accelerate
the settlement can be exercised only by the debtor (issuer/borrower) and the
investor will recover substantially all of its initial net investment. Issues
B38 and B39 were adopted by the Company during the first quarter of 2006 and did
not have a material effect on the Company's condensed consolidated financial
statements.
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections, a replacement of APB Opinion No. 20 and FASB Statement No. 3"
("SFAS 154"). The statement requires retrospective application to prior periods'
financial statements for corrections of errors or a voluntary change in
accounting principle unless it is deemed impracticable. It also requires that a
change in the method of depreciation, amortization, or depletion for long-lived,
non-financial assets be accounted for as a change in accounting estimate rather
than a change in accounting principle. SFAS 154 was adopted by the Company
during the first quarter of 2006 and did not have a material effect on the
Company's condensed consolidated financial statements.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
The Company's primary business is life reinsurance, which involves reinsuring
life insurance policies that are often in force for the remaining lifetime of
the underlying individuals insured, with premiums earned typically over a period
of 10 to 30 years. Each year, however, a portion of the business under existing
treaties terminates due to, among other things, lapses or surrenders of
underlying policies, deaths of policyholders, and the exercise of recapture
options by ceding companies.
The Company derives revenues primarily from renewal premiums from existing
reinsurance treaties, new business premiums from existing or new reinsurance
treaties, income earned on invested assets, and fees earned from financial
reinsurance transactions. The Company believes that industry trends have not
changed materially from those discussed in its 2005 Annual Report.
The Company's profitability primarily depends on the volume and amount of death
claims incurred and its ability to adequately price the risks it assumes. While
death claims are reasonably predictable over a period of many years, claims
become less predictable over shorter periods and are subject to significant
fluctuation from quarter to quarter and year to year. The maximum amount of
coverage the Company retains per life is $6 million. Claims in excess of this
retention amount are retroceded to retrocessionaires; however, the Company
remains fully liable to the ceding company for the entire amount of risk it
assumes. The Company believes its sources of liquidity are sufficient to cover
potential claims payments on both a short-term and long-term basis.
The Company measures performance based on income or loss from continuing
operations before income taxes for each of its five segments. The Company's
U.S., Canada, Asia Pacific and Europe & South Africa operations provide
traditional life reinsurance to clients. The Company's U.S. operations also
provide asset-intensive and financial reinsurance products. The Company also
provides insurers with critical illness reinsurance in its Canada, Asia Pacific
and Europe & South Africa operations. Asia Pacific operations also provide
financial reinsurance. The Corporate and Other segment results include the
corporate investment activity, general corporate expenses, interest expense of
RGA, operations of RGA Technology Partners, Inc., a wholly-owned subsidiary that
develops and markets technology solutions, Argentine business in run-off and the
provision for income taxes. The Company's discontinued accident and health
operations are not reflected in its results from continuing operations.
Effective January 1, 2006 the Company changed its method of allocating capital
to its segments from a method based upon regulatory capital requirements to one
based on underlying economic capital levels. The economic capital model is an
internally developed risk capital model, the purpose of which is to measure the
risk in the business and to provide a basis upon which capital is deployed. The
economic capital model considers the unique and specific nature of the risks
inherent in RGA's businesses. This is in contrast to the standardized regulatory
risk based capital formula, which is not as refined in its risk calculations
with respect to each of the Company's businesses. As a result of the economic
capital allocation process, a portion of investment income and investment
related gains (losses) is credited to the segments based on the level of
allocated equity. In addition, the segments are charged for excess capital
utilized above the allocated economic capital basis. This charge is included in
policy acquisition costs and other insurance expenses. The prior period segment
results have been adjusted to conform to the new allocation methodology.
RESULTS OF OPERATIONS
Consolidated income from continuing operations before income taxes increased
$64.8 million, or 198.8%, and $72.5 million, or 54.4%, for the second quarter
and first six months of 2006, respectively. These increases were primarily due
to improved mortality results in the U.S. and Europe & South Africa segments,
which experienced high claim levels in the comparable periods of 2005. These
increases were offset in part by adverse mortality experience in Canada.
Consolidated net premiums increased $145.2 million, or 15.6%, and $235.9
million, or 12.9% during the second quarter and first six months of 2006,
respectively, due to growth in life reinsurance in force.
Consolidated investment income, net of related expenses, increased $22.3
million, or 15.3%, and $52.2 million, or 17.2%, during the second quarter and
first six months of 2006, respectively, primarily due to a larger invested asset
base. Invested assets as of June 30, 2006 totaled $13.4 billion, a 20.1%
increase over June 30, 2005. The increase
12
in invested assets is largely due to an $852.3 million increase in other
invested assets related to the Company's collateral finance facility. While the
Company's invested asset base has grown significantly since June 30, 2005, the
average yield earned on investments, excluding funds withheld, decreased from
5.99% during the second quarter of 2005 to 5.72% for the second quarter of 2006.
The average yield will vary from quarter to quarter and year to year depending
on a number of variables, including the prevailing interest rate and credit
spread environment and changes in the mix of the underlying investments.
Investment income and a portion of investment related gains (losses) are
allocated to the segments based upon average assets and related capital levels
deemed appropriate to support the segment business volumes.
The effective tax rate on a consolidated basis was 34.5% for the second quarter
of 2006, compared to 22.8% for the prior-year period. The prior-year period
effective tax rate included the utilization of tax loss carryforwards of $2.7
million, for which no prior financial statement benefit had been taken.
CRITICAL ACCOUNTING POLICIES
The Company's accounting policies are described in Note 2 in the 2005 Annual
Report. The Company believes its most critical accounting policies include the
capitalization and amortization of deferred acquisition costs ("DAC"); the
establishment of liabilities for future policy benefits, other policy claims and
benefits, including incurred but not reported claims; the valuation of
investment impairments; and the establishment of arbitration or litigation
reserves. The balances of these accounts are significant to the Company's
financial position and require extensive use of assumptions and estimates,
particularly related to the future performance of the underlying business.
Additionally, for each of the Company's reinsurance contracts, it must determine
if the contract provides indemnification against loss or liability relating to
insurance risk, in accordance with applicable accounting standards. The Company
must review all contractual features, particularly those that may limit the
amount of insurance risk to which the Company is subject or features that delay
the timely reimbursement of claims. If the Company determines that the
possibility of a significant loss from insurance risk will occur only under
remote circumstances, it records the contract under a deposit method of
accounting with the net amount receivable or payable reflected in premiums
receivable and other reinsurance balances or other reinsurance liabilities on
the condensed consolidated balance sheets. Fees earned on the contracts are
reflected as other revenues, as opposed to net premiums, on the condensed
consolidated statements of income.
Costs of acquiring new business, which vary with and are primarily related to
the production of new business, have been deferred to the extent that such costs
are deemed recoverable from future premiums or gross profits. Deferred policy
acquisition costs reflect the Company's expectations about the future experience
of the business in force and include commissions and allowances as well as
certain costs of policy issuance and underwriting. Some of the factors that can
affect the carrying value of DAC include mortality assumptions, interest spreads
and policy lapse rates. The Company performs periodic tests to determine that
DAC remains recoverable, and the cumulative amortization is re-estimated and, if
necessary, adjusted by a cumulative charge or credit to current operations.
Liabilities for future policy benefits under long-term life insurance policies
(policy reserves) are computed based upon expected investment yields, mortality
and withdrawal (lapse) rates, and other assumptions, including a provision for
adverse deviation from expected claim levels. The Company primarily relies on
its own valuation and administration systems to establish policy reserves. The
policy reserves the Company establishes may differ from those established by the
ceding companies due to the use of different mortality and other assumptions.
However, the Company relies upon its clients to provide accurate data, including
policy-level information, premiums and claims, which is the primary information
used to establish reserves. The Company's administration departments work
directly with its clients to help ensure information is submitted by them in
accordance with the reinsurance contracts. Additionally, the Company performs
periodic audits of the information provided by ceding companies. The Company
establishes reserves for processing backlogs with a goal of clearing all
backlogs within a ninety-day period. The backlogs are usually due to data errors
the Company discovers or computer file compatibility issues, since much of the
data reported to the Company is in electronic format and is uploaded to its
computer systems.
The Company periodically reviews actual historical experience and relative
anticipated experience compared to the assumptions used to establish aggregate
policy reserves. Further, the Company establishes premium deficiency reserves if
actual and anticipated experience indicates that existing aggregate policy
reserves, together with the present value of future gross premiums, are not
sufficient to cover the present value of future benefits, settlement
13
and maintenance costs and to recover unamortized acquisition costs. The premium
deficiency reserve is established through a charge to income, as well as a
reduction to unamortized acquisition costs and, to the extent there are no
unamortized acquisition costs, an increase to future policy benefits. Because of
the many assumptions and estimates used in establishing reserves and the
long-term nature of the Company's reinsurance contracts, the reserving process,
while based on actuarial science, is inherently uncertain. If the Company's
assumptions, particularly on mortality, are inaccurate, its reserves may be
inadequate to pay claims and there could be a material adverse effect on its
results of operations and financial condition.
Other policy claims and benefits include claims payable for incurred but not
reported losses, which are determined using case-basis estimates and lag studies
of past experience. These estimates are periodically reviewed and any
adjustments to such estimates, if necessary, are reflected in current
operations. The time lag from the date of the claim or death to the date when
the ceding company reports the claim to the Company can vary significantly by
ceding company and business segment, but averages around 3.0 months on a
consolidated basis. The Company updates its analysis of incurred but not
reported claims, including lag studies, on a periodic basis and adjusts its
claim liabilities accordingly. The adjustments in a given period are generally
not significant relative to the overall policy liabilities.
The Company primarily invests in fixed maturity securities, and monitors these
fixed maturity securities to determine potential impairments in value. With the
Company's external investment managers, it evaluates its intent and ability to
hold securities, along with factors such as the financial condition of the
issuer, payment performance, the extent to which the market value has been below
amortized cost, compliance with covenants, general market and industry sector
conditions, and various other factors. Securities, based on management's
judgments, with an other-than-temporary impairment in value are written down to
management's estimate of fair value.
Differences in experience compared with the assumptions and estimates utilized
in the justification of the recoverability of DAC, in establishing reserves for
future policy benefits and claim liabilities, or in the determination of
other-than-temporary impairments to investment securities can have a material
effect on the Company's results of operations and financial condition.
The Company is currently a party to various litigation and arbitrations. While
it is difficult to predict or determine the ultimate outcome of the pending
litigation or arbitrations or even to provide useful ranges of potential losses,
it is the opinion of management, after consultation with counsel, that the
outcomes of such litigation and arbitrations, after consideration of the
provisions made in the Company's consolidated financial statements, would not
have a material adverse effect on its consolidated financial position. However,
it is possible that an adverse outcome could, from time to time, have a material
adverse effect on the Company's consolidated net income or cash flows in a
particular quarter or year. See Note 20, "Discontinued Operations" of the
consolidated financial statements accompanying the 2005 Annual Report for more
information.
Further discussion and analysis of the results for 2006 compared to 2005 are
presented by segment. Certain prior-year period amounts have been reclassified
to conform to the current-year presentation. Additionally, segment results for
the prior-year period have been reclassified to conform to the economic capital
process mentioned above. References to income before income taxes exclude the
effects of discontinued operations.
14
U.S. OPERATIONS
U.S. operations consist of two major sub-segments: Traditional and
Non-Traditional. The Traditional sub-segment primarily specializes in
mortality-risk reinsurance. The Non-Traditional sub-segment consists of
Asset-Intensive and Financial Reinsurance.
FOR THE THREE MONTHS ENDED JUNE 30, 2006 (IN THOUSANDS)
NON-TRADITIONAL
----------------------- TOTAL
ASSET- FINANCIAL U.S.
TRADITIONAL INTENSIVE REINSURANCE OPERATIONS
----------- --------- ----------- ----------
REVENUES:
Net premiums $662,301 $ 1,605 $ -- $663,906
Investment income, net of related expenses 74,657 48,424 (152) 122,929
Investment related losses, net (2,506) (2,511) -- (5,017)
Change in value of embedded derivatives -- (11,075) -- (11,075)
Other revenues 276 3,908 7,460 11,644
-------- -------- ------ --------
Total revenues 734,728 40,351 7,308 782,387
BENEFITS AND EXPENSES:
Claims and other policy benefits 545,640 727 -- 546,367
Interest credited 11,796 31,930 -- 43,726
Policy acquisition costs and other insurance expenses 101,229 14,539 2,326 118,094
Change in deferred acquisition costs associated
with change in value of embedded derivatives -- (7,982) -- (7,982)
Other operating expenses 8,732 1,413 1,102 11,247
-------- -------- ------ --------
Total benefits and expenses 667,397 40,627 3,428 711,452
Income (loss) before income taxes $ 67,331 $ (276) $3,880 $ 70,935
======== ======== ====== ========
FOR THE THREE MONTHS ENDED JUNE 30, 2005 (IN THOUSANDS)
NON-TRADITIONAL
----------------------- TOTAL
ASSET- FINANCIAL U.S.
TRADITIONAL INTENSIVE REINSURANCE OPERATIONS
----------- --------- ----------- ----------
REVENUES:
Net premiums $574,695 $ 1,117 $ -- $575,812
Investment income, net of related expenses 66,172 41,041 92 107,305
Investment related losses, net (2,633) (1,882) (5) (4,520)
Change in value of embedded derivatives -- (19,917) -- (19,917)
Other revenues 145 2,797 7,007 9,949
-------- -------- ------ --------
Total revenues 638,379 23,156 7,094 668,629
BENEFITS AND EXPENSES:
Claims and other policy benefits 497,019 4,933 -- 501,952
Interest credited 14,303 23,730 -- 38,033
Policy acquisition costs and other insurance expenses 87,817 12,437 2,113 102,367
Change in deferred acquisition costs associated
with change in value of embedded derivatives -- (13,604) -- (13,604)
Other operating expenses 10,038 1,236 1,345 12,619
-------- -------- ------ --------
Total benefits and expenses 609,177 28,732 3,458 641,367
Income (loss) before income taxes $ 29,202 $ (5,576) $3,636 $ 27,262
======== ======== ====== ========
15
FOR THE SIX MONTHS ENDED JUNE 30, 2006 (IN THOUSANDS)
NON-TRADITIONAL
----------------------- TOTAL
ASSET- FINANCIAL U.S.
TRADITIONAL INTENSIVE REINSURANCE OPERATIONS
----------- --------- ----------- ----------
REVENUES:
Net premiums $1,274,138 $ 3,079 $ -- $1,277,217
Investment income, net of related expenses 145,699 119,321 (155) 264,865
Investment related losses, net (3,735) (5,844) -- (9,579)
Change in value of embedded derivatives -- (6,523) -- (6,523)
Other revenues (44) 7,197 14,806 21,959
---------- -------- ------- ----------
Total revenues 1,416,058 117,230 14,651 1,547,939
BENEFITS AND EXPENSES:
Claims and other policy benefits 1,053,786 (142) 1 1,053,645
Interest credited 23,283 81,467 -- 104,750
Policy acquisition costs and other insurance expenses 183,401 30,934 4,660 218,995
Change in deferred acquisition costs associated
with change in value of embedded derivatives -- (5,225) -- (5,225)
Other operating expenses 18,858 3,189 2,456 24,503
---------- -------- ------- ----------
Total benefits and expenses 1,279,328 110,223 7,117 1,396,668
Income before income taxes $ 136,730 $ 7,007 $ 7,534 $ 151,271
========== ======== ======= ==========
FOR THE SIX MONTHS ENDED JUNE 30, 2005 (IN THOUSANDS)
NON-TRADITIONAL
-----------------------
ASSET- FINANCIAL TOTAL
TRADITIONAL INTENSIVE REINSURANCE U.S.
----------- --------- ----------- ----------
REVENUES:
Net premiums $1,141,489 $ 2,341 $ -- $1,143,830
Investment income, net of related expenses 129,497 97,695 162 227,354
Investment related gains (losses), net (3,664) 1,634 (7) (2,037)
Change in value of embedded derivatives -- 2,644 -- 2,644
Other revenues 711 3,844 13,645 18,200
---------- -------- ------- ----------
Total revenues 1,268,033 108,158 13,800 1,389,991
BENEFITS AND EXPENSES:
Claims and other policy benefits 980,281 3,249 2 983,532
Interest credited 28,310 63,981 -- 92,291
Policy acquisition costs and other insurance expenses 161,455 26,124 4,074 191,653
Change in deferred acquisition costs associated
with change in value of embedded derivatives -- 2,104 -- 2,104
Other operating expenses 19,297 2,574 2,782 24,653
---------- -------- ------- ----------
Total benefits and expenses 1,189,343 98,032 6,858 1,294,233
Income before income taxes $ 78,690 $ 10,126 $ 6,942 $ 95,758
========== ======== ======= ==========
Income before income taxes for the U.S. operations segment totaled $70.9 million
and $151.3 million for the second quarter and first six months of 2006,
respectively, compared to $27.3 million and $95.8 million for the same periods
in the prior year. This increase in income can be primarily attributed to growth
in total business in force and improved mortality experience in the first half
of 2006.
Traditional Reinsurance
The U.S. Traditional sub-segment provides life reinsurance to domestic clients
for a variety of life products through yearly renewable term, coinsurance and
modified coinsurance agreements. These reinsurance arrangements may be either
facultative or automatic agreements. During the second quarter and first six
months of 2006, this sub-segment added $41.7 billion and $89.6 billion of new
business, respectively, compared to $48.3 billion and $84.3
16
billion during the same period in 2005. Management believes industry
consolidation and the established practice of reinsuring mortality risks should
continue to provide opportunities for growth.
Income before income taxes for U.S. Traditional reinsurance increased 130.6% and
73.8% for the second quarter and for the first six months of the 2006,
respectively. Improved mortality experience in 2006 was the primary contributor
to the overall growth in net income. Stronger premiums and higher investment
income also contributed to the total increase in net income.
Net premiums for U.S. Traditional reinsurance totaled $662.3 and $1,274.1 for
the second quarter and first six months of 2006. Comparable prior-year amounts
were $574.7 and $1,141.5, respectively. The 11.6% increase in year to date net
premiums was driven primarily by the growth of total U.S. business in force,
which totaled just over $1.1 trillion as of June 30, 2006, a 9.2% increase over
the amount in force as of June 30, 2005.
Investment income and investment related gains and losses are allocated to the
various operating segments based on average assets and related capital levels
deemed appropriate to support the segment business volumes. Investment
performance varies with the composition of investments and the relative
allocation of capital to the operating segments. During the second quarter of
2006, investment income in the segment totaled $74.7 million, a 12.8% increase
over same prior-year period. Year to date 2006, investment income grew 12.5%
over the first six months of 2005. This increase can be primarily attributed to
growth in the invested asset base.
Mortality experience for the second quarter and the first six months of 2006
improved significantly over the same prior-year periods. Claims and other policy
benefits, as a percentage of net premiums (loss ratios), were 82.4% for the
second quarter and 82.7% for the first six months of 2006. The loss ratios for
the comparative prior periods were 86.5% and 85.9%, respectively. 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 cash value products, which have
a significant mortality component. The amount of interest credited fluctuates in
step with changes in deposit levels, cash surrender values and investment
performance. Income before income taxes is affected by the spread between the
investment income and the interest credited on the underlying products. Interest
credited expense for the second quarter and first six months of 2006 totaled
$11.8 million and $23.3 million, respectively, compared to $14.3 million and
$28.3 million for the same periods in 2005. The decrease is primarily the result
of one treaty in which the credited loan rate decreased from 5.7% in 2005 to
4.6% in 2006.
Policy acquisition costs and other insurance expenses, as a percentage of net
premiums, were 15.3% for the second quarter of 2006 and 14.4% for the first six
months of 2006. Comparable ratios for the second quarter and first six months of
2005 were 15.3% and 14.1% respectively. Overall, while these ratios are expected
to remain in a certain range, they may fluctuate from period to period due to
varying allowance levels within coinsurance-type arrangements. In addition, the
amortization pattern of previously capitalized amounts, which are subject to the
form of the reinsurance agreement and the underlying insurance policies, may
vary. Additionally, the mix of first year coinsurance business versus yearly
renewable term business can cause the percentage to fluctuate from period to
period.
Other operating expenses, as a percentage of net premiums, were 1.3% for the
second quarter of 2006 and 1.5% year to date. This is slightly lower than the
1.7% reported quarter to date and year to date in 2005, primarily due to the
continued premium growth in this segment. The expense ratio can fluctuate
slightly from period to period, however, the size and maturity of the U.S.
operations segment indicates it should remain relatively constant over the long
term.
Asset-Intensive Reinsurance
The U.S. Asset-Intensive sub-segment assumes investment risk within underlying
annuities and corporate-owned life insurance policies. Most of these agreements
are coinsurance, coinsurance with funds withheld or modified coinsurance of
non-mortality risks whereby the Company recognizes profits or losses primarily
from the spread between the investment income earned and the interest credited
on the underlying deposit liabilities.
In accordance with the provisions of SFAS No. 133 Implementation Issue No. B36,
"Embedded Derivatives: Modified Coinsurance Arrangements and Debt Instruments
That Incorporate Credit Risk Exposures That Are Unrelated or Only Partially
Related to the Creditworthiness of the Obligor under Those Instruments" ("Issue
B36"),
17
the Company recorded a change in value of embedded derivatives of $(11.1)
million and $(6.5) million within revenues for the second quarter and first six
months of 2006 respectively and $(8.0) million and $(5.2) million of related
deferred acquisition costs.
The Asset-Intensive sub-segment reported a loss before income taxes equal to
$0.3 million for the second quarter of 2006 and income before income taxes of
$7.0 million year to date. Compared to the prior year, income increased 95.1%
over the second quarter, but decreased 30.8% from the first half of 2005.
Investment related losses were the primary contributor to this decrease in
income year over year. During the first half of 2006, the Company reported
investment related losses of $(5.8) million relating to this segment compared to
the $1.6 million of investment related gains recorded for the first half of
2005. The investment related losses were partially offset by higher interest
rate spreads. Quarter over quarter, the 95.1% increase in income before income
taxes is primarily the result of an increase in the fair value of embedded
derivatives and strong fund performance in various annuity contracts.
Total revenues increased $17.2 million for the second quarter of 2006 and $9.1
million for the first six months of 2006. Contributing to this rise were an
increase in investment income and an increase in the fair value of embedded
derivatives. Investment income increased $7.4 and the fair value of embedded
derivatives increased $8.8 million from the second quarter of 2005. Year to
date, investment income is up $21.6 million; however, this is offset by the
change in the embedded derivatives, which is down $9.2 million from same
prior-year period. The increase in investment income is primarily related to
higher investment income earned on the funds withheld assets, however it is
almost entirely offset by an increase in interest credited. The fair value of
embedded derivatives is tied primarily to the movement in interest rates and
credit spreads; therefore the value may fluctuate significantly.
The average invested asset base supporting this segment grew from $3.7 billion
in the second quarter of 2005 to $4.2 billion for the second quarter of 2006.
The growth in the asset base is primarily driven by new business written on one
existing annuity treaty. Invested assets outstanding as of June 30, 2006 were
$4.3 billion, of which $2.7 billion were funds withheld at interest. Of the $2.7
billion of total funds withheld balance as of June 30, 2006, 89.1% of the
balance is associated with one client.
Total benefits and expenses, which are comprised primarily of interest credited
and policy acquisition costs, increased 41.4% from the second quarter of 2005
and 12.4% year to date. Interest credited increased $8.2 million and $17.5
million for the second quarter and first six months of 2006, however this
increase is primarily offset by the increase in investment income. The change in
the amortization of deferred acquisition costs relating to Issue B36 increased
$5.6 million over second quarter 2005, but decreased $7.3 million year to date.
As stated above, significant fluctuations may occur as the fair value of the
derivatives is tied primarily to the movements in the interest rates and credit
spreads affecting the underlying funds withheld investment portfolios.
Financial Reinsurance
The U.S. Financial Reinsurance sub-segment income consists primarily of net fees
earned on financial reinsurance transactions. The majority of the financial
reinsurance risks assumed by the Company are retroceded to other insurance
companies. The fees earned from the assumption of the financial reinsurance
contracts are reflected in other revenues, and the fees paid to
retrocessionaires are reflected in policy acquisition costs and other insurance
expenses. Fees are also earned on brokered business in which the Company does
not participate in the assumption of the financial reinsurance. This income is
reflected in other revenues.
Income before income taxes increased 6.7%, during the second quarter of 2006 and
8.5% for the first six months compared to the same periods in 2005. The increase
in income primarily relates to several new transactions that were executed in
late 2005.
At June 30, 2006 and 2005, the amount of reinsurance provided, as measured by
pre-tax statutory surplus, was $1.84 billion and $1.77 billion respectively. The
pre-tax statutory surplus includes all business assumed or brokered by the
Company. Fees earned from this business can vary significantly depending on the
size of the transactions and the timing of their completion and therefore can
fluctuate from period to period.
18
CANADA OPERATIONS
The Company conducts reinsurance business in Canada through RGA Life Reinsurance
Company of Canada ("RGA Canada"), a wholly-owned subsidiary. RGA Canada assists
clients with capital management activity and mortality risk management, and is
primarily engaged in traditional individual life reinsurance, as well as group
reinsurance and non-guaranteed critical illness products.
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
----------------------------- -----------------------------
(in thousands) JUNE 30, 2006 JUNE 30, 2005 JUNE 30, 2006 JUNE 30, 2005
------------- ------------- ------------- -------------
REVENUES:
Net premiums $ 97,120 $ 76,854 $191,522 $150,610
Investment income, net of related expenses 25,998 22,372 51,303 44,909
Investment related gains, net 2,345 1,667 2,146 2,302
Other revenues 767 19 767 53
-------- -------- -------- --------
Total revenues 126,230 100,912 245,738 197,874
BENEFITS AND EXPENSES:
Claims and other policy benefits 95,449 74,252 184,528 142,897
Interest credited 207 252 412 609
Policy acquisition costs and other
insurance expenses 15,769 11,992 33,589 20,830
Other operating expenses 3,731 3,619 7,704 7,079
-------- -------- -------- --------
Total benefits and expenses 115,156 90,115 226,233 171,415
Income before income taxes $ 11,074 $ 10,797 $ 19,505 $ 26,459
======== ======== ======== ========
Income before income taxes increased by $0.3 million or 2.6%, and decreased by
$7.0 million or 26.3%, in the second quarter and first six months of 2006,
respectively. A stronger Canadian dollar resulted in an increase in income
before income taxes of $1.1 million and $1.9 million in the second quarter and
first six months of 2006, respectively, as compared to 2005. Results in 2006
reflect unfavorable mortality experience versus favorable mortality experience
in 2005.
Net premiums increased by $20.3 million, or 26.4%, and $40.9 million or 27.2%
for the second quarter and first six months of 2006, respectively. The increases
are primarily due to new business from new and existing treaties. Approximately
$6.3 million of the premium increase in the second quarter, and $13.7 million in
the first six months of 2006, represents the effect of two inforce creditor
treaties which were executed in late 2005. In addition, a stronger Canadian
dollar resulted in an increase in net premiums of $9.4 million and $14.9 million
in the second quarter and first six months of 2006, respectively, as compared to
2005. Premium levels are significantly influenced by large transactions, mix of
business and reporting practices of ceding companies and therefore can fluctuate
from period to period.
Net investment income increased $3.6 million, or 16.2%, and $6.4 million, or
14.2%, in the second quarter and first six months of 2006, respectively. A
stronger Canadian dollar resulted in an increase in net investment income of
$2.3 million and $3.9 million in the second quarter and first six months of
2006, respectively. Investment income represents an allocation to the segments
based upon average assets and related capital levels deemed appropriate to
support business volumes. Investment performance varies with the composition of
investments and the relative allocation of capital to the operating segments.
The increase in investment income was mainly the result of an increase in the
allocated asset base due to growth in the underlying business volume.
Loss ratios for this segment were 98.3% and 96.3% in the second quarter and
first six months of 2006, respectively, compared to 96.6% and 94.9% in the
comparable prior-year periods. Excluding creditor business, the loss ratios for
this segment were 106.3% and 104.0% in the second quarter and first six months
of 2006, respectively, compared to
19
98.4% and 96.4% in the comparable prior-year periods. The higher loss ratios in
2006 are primarily due to unfavorable mortality experience compared to the prior
year, as well as the strengthening of the Canadian dollar. Historically, the
loss ratio increased primarily as the result of several large permanent level
premium in-force blocks assumed in 1997 and 1998. These blocks are mature blocks
of permanent level premium business in which mortality as a percentage of net
premiums is expected to be higher than the historical ratios. The nature of
permanent level premium policies requires the Company to set up actuarial
liabilities and invest the amounts received in excess of early-year mortality
costs to fund claims in the later years when premiums, by design, continue to be
level as compared to expected increasing mortality or claim costs. Claims and
other policy benefits, as a percentage of net premiums and investment income
were 77.5% and 76.0% in the second quarter and first six months of 2006,
respectively, compared to 74.8% and 73.1% in the comparable prior-year periods.
Death claims are reasonably predictable over a period of many years, but are
less predictable over shorter periods and are subject to significant
fluctuation.
Policy acquisition costs and other insurance expenses as a percentage of net
premiums totaled 16.2% and 17.5% in the second quarter and first six months of
2006, respectively, compared to 15.6% and 13.8% in the comparable prior-year
periods. Excluding the impact of the stronger Canadian dollar and creditor
business, policy acquisition costs and other insurance expenses as a percentage
of net premiums totaled 11.2% and 13.3% in the second quarter and first six
months of 2006, respectively, compared to 14.8% and 13.0% in the comparable
prior-year periods. Overall, while these ratios are expected to remain in a
certain range, they may fluctuate from period to period due to varying allowance
levels, significantly caused by the mix of first year coinsurance business
versus yearly renewable term business. In addition, the amortization pattern of
previously capitalized amounts, which are subject to the form of the reinsurance
agreement and the underlying insurance policies may vary.
Other operating expenses increased $0.1 million, or 3.1%, and $0.6 million or
8.8% in the second quarter and first six months of 2006, respectively. The
increase in expenses is primarily due to the strengthening of the Canadian
dollar. Other operating expenses as a percentage of net premiums totaled 3.8%
and 4.0% in the second quarter and first six months of 2006, respectively,
compared to 4.7% in each of the comparable prior-year periods.
EUROPE & SOUTH AFRICA OPERATIONS
The Europe & South Africa segment has operations in India, Mexico, Spain, South
Africa and the United Kingdom. The segment provides life reinsurance for a
variety of products through yearly renewable term and coinsurance agreements,
and reinsurance of accelerated critical illness coverage, which pays on the
earlier of death or diagnosis of a pre-defined critical illness. Reinsurance
agreements may be either facultative or automatic agreements covering primarily
individual risks and in some markets, group risks.
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
----------------------------- -----------------------------
(in thousands) JUNE 30, 2006 JUNE 30, 2005 JUNE 30, 2006 JUNE 30, 2005
------------- ------------- ------------- -------------
REVENUES:
Net premiums $146,073 $132,972 $291,224 $274,330
Investment income, net of related expenses 3,873 2,502 7,265 5,030
Investment related losses, net (181) (180) (147) (166)
Other revenues (178) 69 (87) 170
-------- -------- -------- --------
Total revenues 149,587 135,363 298,255 279,364
BENEFITS AND EXPENSES:
Claims and other policy benefits 101,034 112,117 206,680 208,449
Interest credited 156 190 346 553
Policy acquisition costs and other
insurance expenses 21,821 22,782 41,078 49,915
Other operating expenses 9,307 7,118 18,085 12,778
-------- -------- -------- --------
Total benefits and expenses 132,318 142,207 266,189 271,695
Income (loss) before income taxes $ 17,269 $ (6,844) $ 32,066 $ 7,669
======== ======== ======== ========
20
Income before income taxes was $17.3 million during the second quarter of 2006
as compared to a loss before income taxes of $6.8 million during the second
quarter of 2005, and $32.1 million for the first six months of 2006 as compared
to $7.7 million for the first six months of 2005. The increase for the second
quarter and first six months of 2006 was primarily the result of favorable
mortality experience in 2006 compared with adverse mortality experience in 2005
in the UK market. The increases in income before income taxes were partially
offset due to adverse foreign currency exchange fluctuations totaling
approximately $0.3 million and $1.5 million during the second quarter and first
six months of 2006, respectively.
Net premiums increased $13.1 million, or 9.9%, during the second quarter
compared to the same period last year, and increased $16.9 million or 6.2%
during the six months ended June 30, 2006 compared to the same period last year.
This increase was primarily the result of new business from both existing and
new treaties. Several foreign currencies, particularly the British pound, the
euro, and the South African rand weakened against the U.S. dollar and adversely
affected net premiums by approximately $1.8 million and $11.5 million for the
second quarter and first six months of 2006, respectively. A significant portion
of the net premiums were due to reinsurance of accelerated critical illness,
primarily in the UK. Net premiums earned during the second quarter and first six
months associated with critical illness coverage totaled $52.4 million and
$101.6 million, respectively, compared to $49.3 million and $100.2 million in
the prior-year periods. Premium levels are significantly influenced by large
transactions and reporting practices of ceding companies and therefore can
fluctuate from period to period.
Investment income increased $1.4 million for the second quarter compared to the
same period in 2005 and increased $2.2 million for the six months ended June 30,
2006 compared to the same period in 2005. This increase was primarily due to an
increase in allocated investment income. Investment income and investment
related gains and losses are allocated to the various operating segments based
on average assets and related capital levels deemed appropriate to support the
segment business volumes. Investment performance varies with the composition of
investments and the relative allocation of capital to the operating segments.
Loss ratios decreased from 84.3% for the second quarter of 2005 to 69.2% for the
second quarter of 2006, and from 76.0% for the six months ended June 30, 2005 to
71.0% for the six months ended June 30, 2006. As mentioned above, favorable
mortality experience in the UK market contributed to the decrease in the loss
ratio. 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 were 14.9% in the second quarter of 2006 compared to 17.1% in the
second quarter of 2005, and 14.1% for the six months ended June 30, 2006
compared to 18.2% for the six months ended June 30, 2005. These percentages
fluctuate due to timing of client company reporting, variations in the mixture
of business being reinsured and the relative maturity of the business. In
addition, as the segment grows, renewal premiums, which have lower allowances
than first-year premiums, represent a greater percentage of the total net
premiums.
Other operating expenses for the quarter increased from 5.4% of net premiums in
2005 to 6.4% in 2006, and for the first six months it increased from 4.7% to
6.2%. This increase was due to higher costs associated with maintaining and
supporting the increase in business over the past several years. The Company
believes that sustained growth in net premiums should lessen the burden of
start-up expenses and expansion costs over time.
ASIA PACIFIC OPERATIONS
The Asia Pacific segment has operations in Australia, Hong Kong, Japan,
Malaysia, Singapore, New Zealand, South Korea, Taiwan and mainland China. The
principal types of reinsurance for this segment include life, critical care and
illness, disability income, superannuation, and financial reinsurance.
Superannuation is the Australian government mandated compulsory retirement
savings program. Superannuation funds accumulate retirement funds for employees,
and in addition, offer life and disability insurance coverage. Reinsurance
agreements may be either facultative or automatic agreements covering primarily
individual risks and in some markets, group risks.
21
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
----------------------------- -----------------------------
(in thousands) JUNE 30, 2006 JUNE 30, 2005 JUNE 30, 2006 JUNE 30, 2005
------------- ------------- ------------- -------------
REVENUES:
Net premiums $168,852 $145,018 $308,065 $263,226
Investment income, net of related expenses 6,822 5,269 13,318 10,009
Investment related gains (losses), net (92) 101 (77) 54
Other revenues 1,581 2,135 3,491 1,948
-------- -------- -------- --------
Total revenues 177,163 152,523 324,797 275,237
BENEFITS AND EXPENSES:
Claims and other policy benefits 131,866 110,617 242,222 201,277
Policy acquisition costs and other
insurance expenses 27,567 23,371 49,572 47,841
Other operating expenses 10,005 7,159 18,664 11,833
-------- -------- -------- --------
Total benefits and expenses 169,438 141,147 310,458 260,951
Income before income taxes $ 7,725 $ 11,376 $ 14,339 $ 14,286
======== ======== ======== ========
Income before income taxes decreased $3.7 million, or 32.1%, during the second
quarter of 2006, but remained relatively consistent for the six months ended
June 30, 2006, as compared to the same periods in 2005. The decrease in income
before income taxes for the second quarter of 2006 was primarily the result of a
higher claims level in the New Zealand market. Strong premium growth,
particularly in Australia, Japan and Korea, and favorable overall results in
certain markets, primarily Australia and Japan, partially offset the increased
claims in New Zealand. Adverse foreign currency exchange fluctuations resulted
in a decrease in income before income taxes totaling approximately $0.3 million
and $1.0 million during the second quarter and first six months of 2006,
respectively.
Net premiums grew $23.8 million, or 16.4%, during the current quarter, and $44.8
million, or 17.0%, for the six months ended June 30, 2006, as compared to the
same periods in 2005. This premium growth was primarily the result of continued
increases in the volume of business in Australia, Japan and Korea. Due to
continued growth in its group business, premiums in Australia increased by $9.4
million in the second quarter of 2006, and $15.1 million for the six months
ended June 30, 2006, as compared to the same periods in 2005. Japan premium
increased by $7.8 million in the second quarter of 2006, and $12.1 million for
the six months ended June 30, 2006, as compared to the same periods in 2005,
primarily due to the growth of four significant clients. Korea's premium
increased by $9.1 million in the second quarter of 2006, and $18.5 million for
the six months ended June 30, 2006 as compared to the same periods in 2005,
primarily due to the growth in business with three significant clients. Premium
levels are significantly influenced by large transactions and reporting
practices of ceding companies and can fluctuate from period to period.
A portion of the premiums for the segment during each period presented is due to
reinsurance of critical illness as a stand alone benefit, or as an accelerated
benefit on a life insurance policy. This coverage provides a benefit in the
event of a death from, or the diagnosis of, a defined critical illness.
Reinsurance of critical illness in the Asia Pacific operations is offered
primarily in Australia and Korea. Premiums earned from this coverage totaled
$23.2 million and $34.9 million during the second quarter and first six months
of 2006, respectively, compared to $19.9 million and $37.0 million during the
second quarter and first six months of 2005, respectively.
Foreign currencies in certain significant markets, particularly the Australian
dollar and the Japanese Yen, began to weaken against the U.S. dollar during
2006. The overall effect of changes in local Asia Pacific segment currencies was
a decrease in net premiums of approximately $3.0 million in the second quarter
of 2006 and a decrease of approximately $8.8 million in net premiums for the six
months ended June 30, 2006, as compared to the same periods in 2005.
Net investment income increased $1.5 million in the current quarter compared to
the prior-year quarter, and $3.3
22
million for the six months ended June 30, 2006 compared to the six months ended
June 30, 2005. This increase was primarily due to growth in the invested assets
in Australia, along with an increase in allocated investment income. Investment
income and investment related gains and losses are allocated to the various
operating segments based on average assets and related capital levels deemed
appropriate to support the segment business volumes. Investment performance
varies with the composition of investments and the relative allocation of
capital to the operating segments.
Other revenues decreased by $0.5 million for the second quarter of 2006, as
compared to the same period in 2005, but increased by $1.5 million for the six
months ended June 30, 2006, as compared to the same period in 2005. The primary
source of other revenues during 2006 has been fees from three financial
reinsurance treaties in the Japan market. Other revenue in the second quarter of
2005 includes the effect of the recapture of a significant client treaty in Hong
Kong.
Loss ratios were 78.1% and 76.3% for the second quarter of 2006 and 2005,
respectively, and 78.6% and 76.5% for the six months ended June 30, 2006 and
June 30, 2005, respectively. The increased loss ratio for the second quarter was
due to adverse experience in New Zealand's disability income products in 2006.
Also contributing to the loss ratio increase for the six month period was
adverse mortality experience in Korea during the first quarter of 2006. Loss
ratios will fluctuate due to timing of client company reporting, variations in
the mixture of business being reinsured and the relative maturity of the
business. Death claims are reasonably predictable over a period of many years,
but are less predictable over shorter periods and are subject to significant
fluctuation.
Policy acquisition costs and other insurance expenses as a percentage of net
premiums were 16.3% during the second quarter of 2006, which is relatively
consistent with the 16.1% ratio for the second quarter of 2005. The ratio of
policy acquisition costs and other insurance expenses as a percentage of net
premiums will generally decline as the business matures, however, the percentage
does fluctuate periodically due to timing of client company reporting and
variations in the mixture of business being reinsured. Policy acquisition costs
and other insurance expenses as a percentage of net premiums were 16.1% during
the six months ended June 30, 2006, as compared to an 18.2% ratio for the six
months ended June 30, 2005. The ratio for the first six months of 2005 was
affected by increased amortization of deferred policy acquisition costs
associated with the recapture of a significant treaty in Hong Kong in the first
quarter of 2005.
Other operating expenses increased to 5.9% of net premiums in the current
quarter, and 6.1% of net premiums for the six months ended June 30, 2006, from
4.9% and 4.5% in the comparable prior-year periods. The timing of premium flows
and the level of costs associated with the entrance into and development of new
markets in the growing Asia Pacific segment may cause other operating expenses
as a percentage of net premiums to fluctuate over periods of time.
CORPORATE AND OTHER OPERATIONS
Corporate and Other revenues include investment income from invested assets not
allocated to support segment operations and undeployed proceeds from the
Company's capital raising efforts, in addition to unallocated investment related
gains and losses. Corporate expenses consist of the offset to capital charges
allocated to the operating segments within the policy acquisition costs and
other insurance expenses line item, unallocated overhead and executive costs,
and interest expense related to debt and the $225.0 million of 5.75%
Company-obligated mandatorily redeemable trust preferred securities.
Additionally, the Corporate and Other Operations includes results from RGA
Technology Partners, Inc., a wholly-owned subsidiary that develops and markets
technology solutions for the insurance industry, the Company's Argentine
privatized pension business, which is currently in run-off, and an insignificant
amount of direct insurance operations in Argentina.
23
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
----------------------------- -----------------------------
(in thousands) JUNE 30, 2006 JUNE 30, 2005 JUNE 30, 2006 JUNE 30, 2005
------------- ------------- ------------- -------------
REVENUES:
Net premiums $ 652 $ 698 $ 1,017 $ 1,178
Investment income, net of related expenses 8,983 8,836 18,795 16,035
Investment related gains (losses), net (2,369) 15,882 2,975 16,776
Other revenues (97) 8,489 2,117 11,093
-------- ------- -------- --------
Total revenues 7,169 33,905 24,904 45,082
BENEFITS AND EXPENSES:
Claims and other policy benefits (185) 28,992 (1,031) 29,828
Interest credited 643 140 753 215
Policy acquisition costs and other
insurance expenses (10,551) (2,657) (18,730) (8,408)
Other operating expenses 11,540 7,517 23,401 14,695
Interest expense 15,014 9,895 31,781 19,780
Collateral finance facility expense 277 -- 277 --
-------- ------- -------- --------
Total benefits and expenses 16,738 43,887 36,451 56,110
Loss before income taxes $ (9,569) $(9,982) $(11,547) $(11,028)
======== ======= ======== ========
Loss before income taxes decreased $0.4 million and increased $0.5 during the
three and six month periods ended June 30, 2006, respectively. These variances
are the net result of reduced claims and other policy benefits, offset by
increased interest expense and operating expenses and a reduction in investment
related gains. Investment income and investment related gains are the result of
an allocation to other segments based upon average assets and related capital
levels deemed appropriate to support their business volumes. The reduction in
other revenues was attributable primarily to less favorable foreign currency
adjustments. The reduction in claims and other policy benefits was due to a
$24.0 million increase in the reserves associated with the reinsurance of
Argentine pension accounts during the second quarter of 2005. The increase in
interest expense is due to the issuance of $400 million in Junior Subordinated
Debentures in the fourth quarter of 2005. The increase in operating expenses is
largely due to additional expense related to equity based compensation plans.
DISCONTINUED OPERATIONS
The discontinued accident and health division reported a loss, net of taxes, of
$0.2 million for the second quarter of 2006 compared to a loss, net of taxes, of
$3.3 million for the second quarter of 2005. As of June 30, 2006, amounts in
dispute or subject to audit exceed the Company's reserves by approximately $23.8
million. The calculation of the claim reserve liability for the entire portfolio
of accident and health business requires management to make estimates and
assumptions that affect the reported claim reserve levels. Management must make
estimates and assumptions based on historical loss experience, changes in the
nature of the business, anticipated outcomes of claim disputes and claims for
rescission, and projected future premium run-off, all of which may affect the
level of the claim reserve liability. Due to the significant uncertainty
associated with the run-off of this business, net income in future periods could
be affected positively or negatively.
LIQUIDITY AND CAPITAL RESOURCES
The Holding Company
RGA is a holding company whose primary uses of liquidity include, but are not
limited to, the immediate capital needs of its operating companies associated
with the Company's primary businesses, dividends paid by RGA to its
shareholders, interest payments on its indebtedness, and repurchases of RGA
common stock under a plan approved
24
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.
The Company believes that it has sufficient liquidity to fund its cash needs
under various scenarios that include the potential risk of the early recapture
of a reinsurance treaty by the ceding company and significantly higher than
expected death claims. Historically, the Company has generated positive net cash
flows from operations. However, in the event of significant unanticipated cash
requirements beyond normal liquidity, the Company has multiple liquidity
alternatives available based on market conditions and the amount and timing of
the liquidity need. These options include borrowings under committed credit
facilities, secured borrowings, the ability to issue long-term debt, capital
securities or common equity and, if necessary, the sale of invested assets.
Cash Flows
The Company's net cash flows provided by operating activities for the periods
ended June 30, 2006 and 2005 were $307.9 million and $202.9 million,
respectively. Cash flows from operating activities are affected by the timing of
premiums received, claims paid, and working capital changes. The $105.0 million
net increase in operating cash flows during the six months of 2006 compared to
the same period in 2005 was primarily a result of cash inflows related to
premiums and investment income increasing more than cash outflows related to
claims, acquisition costs, income taxes and other operating expenses. Cash from
premiums and investment income increased $217.4 million and $56.1 million,
respectively, and was offset by higher operating cash outlays of $168.5 million
during the current six month period. The Company believes the short-term cash
requirements of its business operations will be sufficiently met by the positive
cash flows generated. Additionally, the Company believes it maintains a high
quality fixed maturity portfolio with positive liquidity characteristics. These
securities are available for sale and could be sold if necessary to meet the
Company's short and long-term obligations.
Net cash used in investing activities was $1.0 billion and $146.1 million in the
first six months of 2006 and the comparable prior-year period, respectively.
This change is primarily due to the increase in other invested assets, which
includes $852.3 million of restricted cash and cash equivalents, related to the
Company's collateral finance facility. The sales and purchases of fixed maturity
securities, are primarily related to the management of the Company's investment
portfolios and the investment of excess cash generated by operating and
financing activities.
Net cash provided by financing activities was $855.8 million in the first six
months of 2006 and net cash used in financing activities was $47.4 million in
the same period of 2005. This change was due to the proceeds from the Company's
collateral finance facility and an increase in securitized lending activities
partially offset by $100.0 million principal payments on debt. Also contributing
to the change were excess deposits from universal life and other investment type
policies and contracts of $49.8 million during the current period compared to
net withdrawals of $47.4 million in 2005.
Debt and Preferred Securities
As of June 30, 2006, the Company had $702.3 million in outstanding borrowings
under its debt agreements and was in compliance with all covenants under those
agreements.
The Company maintains three revolving credit facilities. The largest is a
syndicated credit facility with an overall capacity of $600.0 million that
expires in September 2010. The overall capacity available for issuance of
letters of credit is reduced by any cash borrowings made by the Company against
this credit facility. The Company may borrow up to $300.0 million of cash under
the facility. As of June 30, 2006 the Company's outstanding cash balance was
$50.0 million under this credit facility, with an average interest rate of
5.64%. The Company's other credit facilities consist of a L15.0 million credit
facility that expires in May 2007 and an Australian $50.0 million credit
facility that expires in June 2011. The Company's foreign denominated credit
facilities had a combined outstanding balance of $53.7 million as of June 30,
2006.
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 6.59%. Interest is expensed on the face amount, or
$225 million, of the Trust Preferred Securities at a rate of 5.75%.
25
Collateral Finance Facility
On June 28, 2006, RGA's subsidiary, Timberlake Financial, L.L.C. ("Timberlake
Financial"), issued $850.0 million of Series A Floating Rate Insured Notes due
June 2036 in a private placement. The notes were issued to fund the collateral
requirements for statutory reserves required by the U.S. valuation of Life
Policies Model Regulation (commonly referred to as Regulation XXX) on specified
term life insurance policies reinsured by RGA Reinsurance Company. Proceeds from
the notes have been deposited into a series of trust accounts that collateralize
the notes and are not available to satisfy the general obligations of the
Company. Interest on the notes will accrue at an annual rate of 1-month LIBOR
plus a base rate margin, payable monthly. The payment of interest and principal
on the notes is insured through a financial guaranty insurance policy with a
third party. The notes represent senior, secured indebtedness of Timberlake
Financial and its assets with no recourse to RGA or its other subsidiaries.
Timberlake Financial will rely primarily upon the receipt of interest and
principal payments on a surplus note and dividend payments from its wholly-owned
subsidiary, Timberlake Reinsurance Company II ("Timberlake Re"), a South
Carolina captive insurance company, to make payments of interest and principal
on the notes. The ability of Timberlake Re to make interest and principal
payments on the surplus note and dividend payments to Timberlake Financial is
contingent upon South Carolina regulatory approval and the performance of
specified term life insurance policies with guaranteed level premiums retroceded
by RGA's subsidiary, RGA Reinsurance Company, to Timberlake Re.
In accordance with Financial Accounting Standards Board ("FASB") Interpretation
No. 46(r), "Consolidation of Variable Interest Entities - An Interpretation of
ARB No. 51," Timberlake Financial is considered to be a variable interest entity
and the Company is deemed to hold the primary beneficial interest. As a result,
Timberlake Financial has been consolidated in the Company's condensed financial
statements. The Company's condensed consolidated balance sheets include the
assets of Timberlake Financial recorded as fixed maturity investments and other
invested assets, which consists of restricted cash and cash equivalents, with
the liability for the notes recorded as collateral finance facility. The
Company's condensed consolidated statements of income include the investment
return of Timberlake Financial as investment income and the cost of the facility
is reflected in collateral finance facility expense.
Asset / Liability Management
The Company actively manages its assets using an approach that is intended to
balance quality, diversification, asset/liability matching, liquidity and
investment return. The goals of the investment process are to optimize
after-tax, risk-adjusted investment income and after-tax, risk-adjusted total
return while managing the assets and liabilities on a cash flow and duration
basis.
The Company has established target asset portfolios for each major insurance
product, which represent the investment strategies intended to profitably fund
its liabilities within acceptable risk parameters. These strategies include
objectives for effective duration, yield curve sensitivity and convexity,
liquidity, asset sector concentration and credit quality.
The Company's liquidity position (cash and cash equivalents and short-term
investments) was $306.4 million and $255.0 million at June 30, 2006 and December
31, 2005, respectively. Liquidity needs are determined from valuation analyses
conducted by operational units and are driven by product portfolios. Annual
evaluations of demand liabilities and short-term liquid assets are designed to
adjust specific portfolios, as well as their durations and maturities, in
response to anticipated liquidity needs.
The Company occasionally enters into sales of investment securities under
agreements to repurchase the same securities to help manage its short-term
liquidity requirements. These transactions are reported as securitized lending
obligations within other liabilities. There were $76.5 million of these
agreements outstanding at June 30, 2006 and there were no agreements outstanding
at December 31, 2005.
Future Liquidity and Capital Needs
Based on the historic cash flows and the current financial results of the
Company, subject to any dividend limitations which may be imposed by various
insurance regulations, management believes RGA's cash flows from operating
activities, together with undeployed proceeds from its capital raising efforts,
including interest and investment income on those proceeds, interest income
received on surplus notes with two operating subsidiaries, and its ability to
raise funds in the capital markets, will be sufficient to enable RGA to make
dividend payments to
26
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 liquidity obligations.
A general economic downturn or a downturn in the equity and other capital
markets could adversely affect the market for many annuity and life insurance
products. Because the Company obtains substantially all of its revenues through
reinsurance arrangements that cover a portfolio of life insurance products, as
well as annuities, its business would be harmed if the market for annuities or
life insurance were adversely affected.
INVESTMENTS
The Company had total cash and invested assets of $13.7 billion and $11.3
billion at June 30, 2006 and 2005, respectively. All investments made by RGA and
its subsidiaries conform to the qualitative and quantitative limits prescribed
by the applicable jurisdiction's insurance laws and regulations. In addition,
the Boards of Directors of the various operating companies periodically review
the investment portfolios of their respective subsidiaries. RGA's Board of
Directors also receives reports on material investment portfolios. The Company's
investment strategy is to maintain a predominantly investment-grade, fixed
maturity portfolio, to provide adequate liquidity for expected reinsurance
obligations, and to maximize total return through prudent asset management. The
Company's earned yield on invested assets, excluding funds withheld, was 5.72%
during the second quarter of 2006, compared with 5.99% for the second quarter of
2005. See "Note 5 - Investments" in the Notes to Consolidated Financial
Statements of the 2005 Annual Report for additional information regarding the
Company's investments.
The Company's fixed maturity securities are invested primarily in commercial and
industrial bonds, public utilities, U.S. and Canadian government securities, as
well as mortgage- and asset-backed securities. As of June 30, 2006,
approximately 96.8% of the Company's consolidated investment portfolio of fixed
maturity securities was investment grade. Important factors in the selection of
investments include diversification, quality, yield, total rate of return
potential and call protection. The relative importance of these factors is
determined by market conditions and the underlying product or portfolio
characteristics. Cash equivalents are invested in high-grade money market
instruments. The largest asset class in which fixed maturities were invested was
in corporate securities, including commercial, industrial, finance and utility
bonds, which represented approximately 57.8% of fixed maturity securities as of
June 30, 2006 and had an average Standard and Poor's ("S&P") rating of "A-".
Within the fixed maturity security portfolio, the Company holds approximately
$137.2 million in asset-backed securities at June 30, 2006, which include credit
card and automobile receivables, home equity loans, manufactured housing bonds
and collateralized bond obligations. The Company's asset-backed securities are
diversified by issuer and contain both floating and fixed rate securities. In
addition to the risks associated with floating rate securities, principal risks
in holding asset-backed securities are structural, credit and capital market
risks. Structural risks include the securities' priority in the issuer's capital
structure, the adequacy of and ability to realize proceeds from collateral, and
the potential for prepayments. Credit risks include consumer or corporate
credits such as credit card holders, equipment lessees, and corporate obligors.
Capital market risks include general level of interest rates and the liquidity
for these securities in the marketplace.
The Company monitors its fixed maturity securities to determine impairments in
value and evaluates factors such as financial condition of the issuer, payment
performance, the length of time and the extent to which the market value has
been below amortized cost, compliance with covenants, general market conditions
and industry sector, current intent and ability to hold securities and various
other subjective factors. Based on management's judgment, securities determined
to have an other-than-temporary impairment in value are written down to fair
value. The Company recorded $0.2 million in other-than-temporary write-downs on
fixed maturity securities for the six months ending June 30, 2006. The Company
did not record other-than-temporary write-downs on fixed maturity securities for
the six months ending June 30, 2005. During the six months ended June 30, 2006,
the Company sold fixed maturity securities with a fair value of $472.1 million,
which were below amortized cost, at a loss of $17.3 million.
The following table presents the total gross unrealized losses for 1,366 fixed
maturity securities and equity securities as of June 30, 2006, where the
estimated fair value had declined and remained below amortized cost by the
indicated amount (in thousands):
27
AT JUNE 30, 2006
-----------------------------
Gross Unrealized
Losses % of Total
---------------- ----------
Less than 20% $181,240 100.0%
20% or more for less than six months -- --
20% or more for six months or greater -- --
-------- -----
Total $181,240 100.0%
======== =====
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 often, fair values recover over time. These
securities have generally been adversely affected by overall economic
conditions, primarily an increase in the interest rate environment.
The following tables present the estimated fair values and gross unrealized
losses for the 1,366 fixed maturity securities and equity securities that have
estimated fair values below amortized cost as of June 30, 2006. These
investments are presented by class and grade of security, as well as the length
of time the related market value has remained below amortized cost.
AS OF JUNE 30, 2006
-----------------------------------------------------------------------------------
EQUAL TO OR GREATER THAN
LESS THAN 12 MONTHS 12 MONTHS TOTAL
----------------------- --------------------------- ---------------------------
Gross Gross Gross
Estimated Unrealized Estimated Fair Unrealized Estimated Fair Unrealized
(in thousands) Fair Value Loss Value Loss Value Loss
---------- ---------- -------------- ---------- -------------- ----------
INVESTMENT GRADE SECURITIES:
COMMERCIAL AND INDUSTRIAL $1,044,948 $ 47,523 $104,437 $ 6,173 $1,149,385 $ 53,696
PUBLIC UTILITIES 393,914 19,765 10,215 604 404,129 20,369
ASSET-BACKED SECURITIES 72,966 1,927 19,726 641 92,692 2,568
CANADIAN AND CANADIAN PROVINCIAL
GOVERNMENTS 129,679 8,720 14,753 314 144,432 9,034
MORTGAGE-BACKED SECURITIES 1,057,637 36,270 202,663 9,734 1,260,300 46,004
FINANCE 808,312 25,415 82,704 4,593 891,016 30,008
U.S. GOVERNMENT AND AGENCIES 39,755 552 672 33 40,427 585
STATE AND POLITICAL SUBDIVISIONS 39,539 2,603 -- -- 39,539 2,603
FOREIGN GOVERNMENTS 185,835 3,239 3,218 59 189,053 3,298
---------- -------- -------- ------- ---------- --------
INVESTMENT GRADE SECURITIES 3,772,585 146,014 438,388 22,151 4,210,973 168,165
---------- -------- -------- ------- ---------- --------
NON-INVESTMENT GRADE SECURITIES:
COMMERCIAL AND INDUSTRIAL 113,872 4,978 1,966 74 115,838 5,052
FINANCE 3,625 277 1,939 101 5,564 378
ASSET-BACKED SECURITIES 3,277 22 -- -- 3,277 22
PUBLIC UTILITIES 32,355 1,005 -- -- 32,355 1,005
---------- -------- -------- ------- ---------- --------
NON-INVESTMENT GRADE SECURITIES 153,129 6,282 3,905 175 157,034 6,457
---------- -------- -------- ------- ---------- --------
TOTAL FIXED MATURITY SECURITIES $3,925,714 $152,296 $442,293 $22,326 $4,368,007 $174,622
========== ======== ======== ======= ========== ========
EQUITY SECURITIES $ 92,292 $ 4,528 $ 30,738 $ 2,090 $ 123,030 $ 6,618
========== ======== ======== ======= ========== ========
28
The Company believes that the analysis of each security whose price has been
below market for twelve months or longer indicates 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,
2006. The unrealized losses did not exceed 17.6% on an individual security basis
and are primarily a result of rising interest rates, changes in credit spreads
and the long-dated maturities of the securities.
The Company's mortgage loan portfolio consists principally of investments in
U.S.-based commercial offices and retail locations. The mortgage loan portfolio
is diversified by geographic region and property type. All mortgage loans are
performing and no valuation allowance has been established as of June 30, 2006.
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 27.5% and 27.8% of the
Company's cash and invested assets as of June 30, 2006 and December 31, 2005,
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 the Company's condensed
consolidated balance sheet. In the event of a ceding company's insolvency, the
Company would need to assert a claim on the assets supporting its reserve
liabilities. However, the risk of loss to the Company is mitigated by its
ability to offset amounts it owes the ceding company for claims or allowances
with amounts owed to the Company from the ceding company. Interest accrues to
these assets at rates defined by the treaty terms. The Company is subject to the
investment performance on the withheld assets, although it does not directly
control them. These assets are primarily fixed maturity investment securities
and pose risks similar to the fixed maturity securities the Company owns. To
mitigate this risk, the Company helps set the investment guidelines followed by
the ceding company and monitors compliance. Ceding companies with funds withheld
at interest had a minimum A.M. Best rating of "A-".
Other invested assets represented approximately 7.7% and 1.9% of the Company's
cash and invested assets as of June 30, 2006 and December 31, 2005,
respectively. Other invested assets include common stock, preferred stocks,
restricted cash and cash equivalents and limited partnership interests. The
increase in other invested assets from December 31, 2005 was primarily due to
the inclusion of $852.3 million of restricted cash and cash equivalents related
to the Company's collateral finance facility at June 30, 2006. The Company did
not record an other-than-temporary write-down on its investments in limited
partnerships in the second quarter of 2006 or 2005. The Company recorded
other-than-temporary writedowns of $3.1 million and $1.3 million on its
investments in limited partnerships during the six months ended June 30, 2006
and 2005, respectively.
CONTRACTUAL OBLIGATIONS
The following table displays the Company's contractual obligations that have
materially changed since December 31, 2005 (in millions):
PAYMENT DUE BY PERIOD
-----------------------------------------------------------------
Less than
Contractual Obligations: Total 1 Year 1 - 3 Years 4 - 5 Years After 5 Years
------------------------ -------- --------- ----------- ----------- --------------
Short-term debt, including interest $ 29.0 $ 29.0 $ -- $ -- $ --
Collateral finance facility, including
interest 1,333.3 48.5 97.3 96.9 1,090.6
Life claims payable 931.1 931.1 -- -- --
Operating leases 33.4 6.2 9.4 6.5 11.3
Limited partnerships 46.6 46.6 -- -- --
Mortgage purchase commitments 31.2 31.2 -- -- --
-------- ------ ----- ----- --------
29
The Company's insurance liabilities, including future policy benefits and
interest-sensitive contract liabilities, represent future obligations, where the
timing of payment is unknown because the payment depends on an insurable event,
such as the death of an insured, or policyholder behavior, such as the surrender
or lapse of a policy. These future obligations are established based primarily
on actuarial principles and are reflected on the Company's condensed
consolidated balance sheet, but have been excluded from the table above due to
the uncertain timing of payment.
MORTALITY RISK MANAGEMENT
In the normal course of business, the Company seeks to limit its exposure to
loss on any single insured and to recover a portion of benefits paid by ceding
reinsurance to other insurance enterprises or reinsurers under excess coverage
and coinsurance contracts. In the U.S., the Company retains a maximum of $6.0
million of coverage per individual life. In certain limited situations, due to
the acquisition of in-force blocks of business, the Company has retained more
than $6.0 million per individual policy. In total, there are 29 such cases of
over-retained policies, for amounts averaging $3.1 million over the Company's
normal retention limit. The largest amount over retained on any one life is
$13.1 million. For other countries, particularly those with higher risk factors
or smaller books of business, the Company systematically reduces its retention.
The Company has a number of retrocession arrangements whereby certain business
in force is retroceded on an automatic or facultative basis.
Generally, RGA's insurance subsidiaries retrocede amounts in excess of their
retention to RGA Reinsurance Company ("RGA Reinsurance"), RGA Reinsurance
Company (Barbados) Ltd., or RGA Americas Reinsurance Company, Ltd. Retrocessions
are arranged through the Company's retrocession pools for amounts in excess of
its retention. The Company also retrocedes most of its financial reinsurance
business to other insurance companies to alleviate the strain on statutory
surplus created by this business. For a majority of the retrocessionaires that
are not rated, letters of credit or trust assets have been given as additional
security in favor of RGA Reinsurance. In addition, the Company performs annual
financial and in force reviews of its retrocessionaires to evaluate financial
stability and performance.
The Company has never experienced a material default in connection with
retrocession arrangements, nor has it experienced any material difficulty in
collecting claims recoverable from retrocessionaires; however, no assurance can
be given as to the future performance of such retrocessionaires or as to the
recoverability of any such claims.
The Company maintains a catastrophe insurance program ("Program") that renews on
August 13th of each year. The current Program began August 13, 2005, and covers
events involving 10 or more insured deaths from a single occurrence. The Company
retains the first $25 million in claims, the Program covers the next $50 million
in claims, and the Company retains all claims in excess of $75 million. The
Program covers only losses under U.S. guaranteed issue (corporate owned life
insurance, bank owned life insurance, etc.) reinsurance programs and includes
losses due to acts of terrorism, but excludes losses due to nuclear, chemical
and/or biological events. The Program is insured by several insurance companies
and Lloyd's Syndicates, with no single entity providing more than $10 million of
coverage.
COUNTERPARTY RISK
In the normal course of business, the Company seeks to limit its exposure to
reinsurance contracts by ceding a portion of the reinsurance to other insurance
companies or reinsurers. Should a counterparty not be able to fulfill its
obligation to the Company under a reinsurance agreement, the impact could be
material to the Company's financial condition and results of operations.
MARKET RISK
Market risk is the risk of loss that may occur when fluctuations in interest and
currency exchange rates and equity and commodity prices change the value of a
financial instrument. Both derivative and nonderivative financial instruments
have market risk so the Company's risk management extends beyond derivatives to
encompass all financial instruments held that are sensitive to market risk. The
Company 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
30
created by its business operations. As such, certain management monitoring
processes are designed to minimize the impact of sudden and sustained changes in
interest rates on fair value, cash flows, and net interest income.
The Company is subject to foreign currency translation, transaction, and net
income exposure. The Company generally does not hedge the foreign currency
translation exposure related to its investment in foreign subsidiaries as it
views these investments to be long-term. Translation differences resulting from
translating foreign subsidiary balances to U.S. dollars are reflected in equity.
The Company generally does not hedge the foreign currency exposure of its
subsidiaries transacting business in currencies other than their functional
currency (transaction exposure).
There has been no significant change in the Company's quantitative or
qualitative aspects of market risk during the quarter ended June 30, 2006 from
that disclosed in the 2005 Annual Report.
NEW ACCOUNTING STANDARDS
In June, 2006, the FASB issued FASB Interpretation ("FIN") No. 48, "Accounting
for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109"
("FIN 48"). FIN 48 prescribes a recognition threshold and measurement attribute
for the financial statement recognition and measurement of a tax position taken
or expected to be taken in a tax return. FIN 48 also provides guidance on
derecognition, classification, treatment of interest and penalties, and
disclosure of such positions. FIN 48 will be applied prospectively and will be
effective for fiscal years beginning after December 31, 2006. The Company is
currently evaluating the effect, if any, of FIN 48 on the Company's condensed
consolidated financial statements.
Effective January 1, 2006, the Company prospectively adopted SFAS No. 155,
"Accounting for Certain Hybrid Instruments" ("SFAS 155"). SFAS 155 amends SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS
133") and SFAS 140, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities." SFAS 155 allows financial instruments that
have embedded derivatives to be accounted for as a whole, eliminating the need
to bifurcate the derivative from its host, if the holder elects to account for
the whole instrument on a fair value basis. In addition, among other changes,
SFAS 155 (i) clarifies which interest-only strips and principal-only strips are
not subject to the requirements of SFAS 133; (ii) establishes a requirement to
evaluate interests in securitized financial assets to identify interests that
are freestanding derivatives or that are hybrid financial instruments that
contain an embedded derivative requiring bifurcation; (iii) clarifies that
concentrations of credit risk in the form of subordination are not embedded
derivatives; and (iv) eliminates the prohibition on a qualifying special-purpose
entity ("QSPE") from holding a derivative financial instrument that pertains to
a beneficial interest other than another derivative financial interest. The
adoption of SFAS 155 did not have a material impact on the Company's condensed
consolidated financial statements.
In June 2005, the FASB cleared SFAS 133 Implementation Issue No. B38, "Embedded
Derivatives: Evaluation of Net Settlement with Respect to the Settlement of a
Debt Instrument through Exercise of an Embedded Put Option or Call Option"
("Issue B38") and SFAS 133 Implementation Issue No. B39, "Embedded Derivatives:
Application of Paragraph 13(b) to Call Options That Are Exercisable Only by the
Debtor" ("Issue B39"). Issue B38 clarified that the potential settlement of a
debtor's obligation to a creditor occurring upon exercise of a put or call
option meets the net settlement criteria of SFAS No. 133. Issue B39 clarified
that an embedded call option, in which the underlying is an interest rate or
interest rate index, that can accelerate the settlement of a debt host financial
instrument should not be bifurcated and fair valued if the right to accelerate
the settlement can be exercised only by the debtor (issuer/borrower) and the
investor will recover substantially all of its initial net investment. Issues
B38 and B39 were adopted by the Company during the first quarter of 2006 and did
not have a material effect on the Company's condensed consolidated financial
statements.
In May 2005, the FASB issued SFAS 154. The statement requires retrospective
application to prior periods' financial statements for correction of errors or a
voluntary change in accounting principle unless it is deemed impracticable. It
also requires that a change in the method of depreciation, amortization, or
depletion for long-lived, non-financial assets be accounted for as a change in
accounting estimate rather than a change in accounting principle. SFAS 154 was
adopted by the Company during the first quarter of 2006 and did not have a
material effect on the Company's condensed consolidated financial statements.
31
FORWARD-LOOKING AND CAUTIONARY STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 including,
among others, statements relating to projections of the strategies, earnings,
revenues, income or loss, ratios, future financial performance, and growth
potential of the Company. 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 the Company's financial strength and credit
ratings or those of MetLife, Inc. ("MetLife"), the beneficial owner of a
majority of the Company's common shares, or its subsidiaries, and the effect of
such changes on the Company's future results of operations and financial
condition, (3) inadequate risk analysis and underwriting, (4) general economic
conditions or a prolonged economic downturn affecting the demand for insurance
and reinsurance in the Company's current and planned markets, (5) the
availability and cost of collateral necessary for regulatory reserves and
capital, (6) market or economic conditions that adversely affect the Company's
ability to make timely sales of investment securities, (7) risks inherent in the
Company's risk management and investment strategy, including changes in
investment portfolio yields due to interest rate or credit quality changes, (8)
fluctuations in U.S. or foreign currency exchange rates, interest rates, or
securities and real estate markets, (9) adverse litigation or arbitration
results, (10) the adequacy of reserves, resources and accurate information
relating to settlements, awards and terminated and discontinued lines of
business, (11) the stability of and actions by governments and economies in the
markets in which the Company operates, (12) competitive factors and competitors'
responses to the Company's initiatives, (13) the success of the Company's
clients, (14) successful execution of the Company's entry into new markets, (15)
successful development and introduction of new products and distribution
opportunities, (16) the Company's ability to successfully integrate and operate
reinsurance business that the Company acquires, (17) regulatory action that may
be taken by state Departments of Insurance with respect to the Company, MetLife,
or its subsidiaries, (18) the Company's dependence on third parties, including
those insurance companies and reinsurers to which the Company cedes some
reinsurance, third-party investment managers and others, (19) the threat of
natural disasters, catastrophes, terrorist attacks, epidemics or pandemics
anywhere in the world where the Company or its clients do business, (20) changes
in laws, regulations, and accounting standards applicable to the Company, its
subsidiaries, or its business, (21) the effect of the Company's status as an
insurance holding company and regulatory restrictions on its ability to pay
principal of and interest on its debt obligations, and (22) other risks and
uncertainties described in this document and in the Company's other filings with
the Securities and Exchange Commission ("SEC").
Forward-looking statements should be evaluated together with the many risks and
uncertainties that affect the Company's business, including those mentioned in
this document and the cautionary statements described in the periodic reports
the Company files with the SEC. These forward-looking statements speak only as
of the date on which they are made. The Company does not undertake any
obligations to update these forward-looking statements, even though the
Company's situation may change in the future. The Company qualifies all of its
forward-looking statements by these cautionary statements. For a discussion of
these risks and uncertainties that could cause actual results to differ
materially from those contained in the forward-looking statements, you are
advised to see Item 1A Risk Factors of the 2005 Annual Report.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See "Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations - Market Risk" which is included herein.
ITEM 4. CONTROLS AND PROCEDURES
The Chief Executive Officer and the Chief Financial Officer have evaluated the
effectiveness of the design and operation of the Company's disclosure controls
and procedures as defined in Exchange Act Rule 13a-15(e) as of the end of the
period covered by this report. Based on that evaluation, the Chief Executive
Officer and the Chief Financial Officer concluded that these disclosure controls
and procedures were effective.
32
There was no change in the Company's internal control over financial reporting
as defined in Exchange Act Rule 13a-15(f) during the quarter ended June 30,
2006, that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is currently a party to three arbitrations that involve its
discontinued accident and health business, including personal accident business
(which includes London market excess of loss business) and workers' compensation
carve-out business. The Company is also party to one pending and one threatened
arbitration related to its life reinsurance business. In addition, the Company
has been joined in a suit filed against one of its ceding companies alleging
wrongful denial of a life insurance claim. As of June 30, 2006, the parties
involved in these actions have raised claims, or established reserves that may
result in claims, in the amount of $32.0 million, which is $27.9 million in
excess of the amounts held in reserve by the Company. The Company generally has
little information regarding any reserves established by the ceding companies,
and must rely on management estimates to establish policy claim liabilities. It
is possible that any such reserves could be increased in the future. The Company
believes it has substantial defenses upon which to contest these claims,
including but not limited to misrepresentation and breach of contract by direct
and indirect ceding companies. See Note 20, "Discontinued Operations" in the
Company's 2005 Annual Report for more information. Additionally, from time to
time, the Company is subject to litigation related 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. However,
it is possible that an adverse outcome could, from time to time, have a material
adverse effect on the Company's consolidated net income or cash flows in
particular quarterly or annual periods.
ITEM 1A. RISK FACTORS
There have been no material changes from the risk factors previously disclosed
in the Company's 2005 Annual Report.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Under a Board of Directors approved plan, the Company may purchase at its
discretion up to $50 million of its common stock on the open market. As of June
30, 2006, the Company had purchased 225,500 shares of treasury stock under this
program at an aggregate price of $6.6 million. All purchases were made during
2002. The Company generally uses treasury shares to support the future exercise
of options granted under its stock option plans.
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's Annual Meeting of Shareholders was held on May 24, 2006. At the
Annual Meeting, the following proposal was voted upon by the shareholders as
indicated below:
Election of the following Directors:
DIRECTORS VOTED FOR WITHHELD
--------- ---------- ----------
Stuart I. Greenbaum 54,431,121 1,050,670
Leland C. Launer, Jr. 43,888,273 11,593,518
Georgette A. Piligian 43,825,198 11,656,593
ITEM 6. EXHIBITS
See index to exhibits.
33
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Reinsurance Group of America, Incorporated
By: /s/ A. Greig Woodring August 4, 2006
----------------------------------------
A. Greig Woodring
President & Chief Executive Officer
(Principal Executive Officer)
By: /s/ Jack B. Lay August 4, 2006
----------------------------------------
Jack B. Lay
Executive Vice President & Chief
Financial Officer (Principal Financial
and Accounting Officer)
34
INDEX TO EXHIBITS
Exhibit
Number Description
------- -----------
3.1 Restated Articles of Incorporation, incorporated by reference to
Exhibit 3.1 of Current Report on Form 8-K filed June 30, 2004.
3.2 Bylaws of RGA, as amended, incorporated by reference to Exhibit 3.2 of
Quarterly Report on Form 10-Q filed August 6, 2004.
10.1 Amendment No.2 dated as of June 22, 2006 to Credit Agreement dated as
of September 29, 2005 among RGA and certain subsidiaries, as Account
Parties, the financial institutions listed on the signature pages
thereof, The Bank of New York, as Administrative Agent; Bank of
America, N.A., as Syndication Agent; and KeyBank National Association,
Wachovia Bank, National Association, and Deutsche Bank, AG New York
Branch, as Co-Documentation Agents.
31.1 Certification of Chief Executive Officer pursuant to section 302 of
the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to section 302 of
the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer pursuant to section 906 of
the Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer pursuant to section 906 of
the Sarbanes-Oxley Act of 2002.
35