================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 10, 2006 REINSURANCE GROUP OF AMERICA, INCORPORATED (Exact Name of Registrant as Specified in its Charter) MISSOURI 1-11848 43-1627032 (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification Number) 1370 TIMBERLAKE MANOR PARKWAY, CHESTERFIELD, MISSOURI 63017 (Address of principal executive offices) Registrant's telephone number, including area code: (636) 736-7000 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ EXPLANATORY NOTE On January 30, 2006, Reinsurance Group of America, Incorporated ("RGA") issued a press release announcing its earnings for the three-month period ended December 31, 2005 and providing certain additional information. RGA is filing this Current Report on Form 8-K to make certain information from that press release available for incorporation into its 2006 shelf registration statement on Form S-3. ITEM 8.01 OTHER EVENTS. RGA reported net income for the fourth quarter of $68.2 million, or $1.07 per diluted share, compared to $55.4 million, or $0.87 per diluted share in the prior-year quarter. Fourth-quarter net premiums rose 16 percent to $1,060.1 million from $916.8 million a year ago. Net investment income totaled $169.4 million versus $168.2 million the year before. Approximately $12.0 million of the prior-period amount was due to the conversion of a large annuity treaty from a funds-withheld structure to a coinsurance structure. A. Greig Woodring, president and chief executive officer, commented, "Each of our operating segments contributed to a strong fourth quarter. The U.S. segment reported good results with pre-tax net income totaling $84.4 million for the quarter versus $71.8 million in the prior-year quarter. Mortality experience for the quarter was within our range of expectations. For the year, the U.S. reported more than $2.4 billion in net premiums, a 10 percent increase over the prior year. "For the quarter, our Canada operations reported pre-tax net income of $21.4 million compared to $20.5 million a year ago. Mortality experience continues to be good. Net premiums increased $30.8 million, or 42 percent for the quarter, and totaled $103.4 million. Approximately $3.7 million of the increase in net premiums was the result of a favorable currency exchange rate. "Other International operations, which include our Asia Pacific and Europe and South Africa segments, reported a strong quarter. Asia Pacific reported pre-tax net income of $17.8 million compared with pre-tax net income of $2.5 million in the year-ago quarter. The current quarter reflected favorable mortality experience, while the prior-year period reflected poor mortality experience, including the effect of tsunami related reserves. Net premiums increased 2 26 percent to $136.4 million from $108.0 million. Foreign currency fluctuations adversely affected net premiums by approximately $2.7 million. "Results in Europe and South Africa were also good, driven by favorable mortality in the UK. Pre-tax net income totaled $11.9 million compared to $4.0 million a year ago. The prior-period results reflected adverse mortality experience in the UK. Net premiums increased 12 percent for the quarter to $141.2 million. This rate of increase has lessened relative to previous years due to a slowdown in the UK primary market. Foreign currency fluctuations, primarily the British pound, adversely affected net premiums by approximately $9.7 million. "In the Corporate and Other segment, we negotiated the commutation of the two most significant Argentine pension treaties and have now commuted over 95 percent of our obligations. The residual business is insignificant." For the year, consolidated net income totaled $224.2 million, or $3.52 per diluted share, compared to $221.9 million, or $3.52 per diluted share, in the year-ago period. Consolidated net premiums were up 16 percent, to $3,866.8 million from $3,347.4 million. Woodring concluded, "It was a strong quarter, but we did not meet our full-year 2005 earnings expectation due primarily to the adverse claims experience in the U.S. during the second quarter and the negotiation of final settlements for the Argentine pension business. However, we did recoup some of that poor experience in the second half of the year and head into 2006 with good momentum. We expect continued growth in 2006; however, the pace of growth in our North American operations and select international markets, such as the UK, is expected to moderate." The Company also announced that its board of directors declared a regular quarterly dividend of $0.09, payable February 27 to shareholders of record as of February 6. Reinsurance Group of America, Incorporated, through its subsidiaries, RGA Reinsurance Company and RGA Life Reinsurance Company of Canada, is among the largest global providers of life reinsurance. In addition to its U.S. and Canadian operations, Reinsurance Group of America, Incorporated has subsidiary companies or offices in Australia, Barbados, Hong Kong, India, Ireland, Japan, Mexico, South Africa, South Korea, Spain, Taiwan, and the United Kingdom. Worldwide, the company has approximately $1.7 trillion of life reinsurance in force, 3 and assets of $16.2 billion. MetLife, Inc. is the beneficial owner of approximately 53 percent of RGA's outstanding shares. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others, statements relating to projections of the earnings, revenues, income or loss, future financial performance and growth potential of Reinsurance Group of America, Incorporated and its subsidiaries (which we refer to in the following paragraphs as "we," "us" or "our"). The words "intend," "expect," "project," "estimate," "predict," "anticipate," "should," "believe," and other similar expressions also are intended to identify forward-looking statements. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Future events and actual results, performance and achievements could differ materially from those set forth in, contemplated by or underlying the forward-looking statements. Numerous important factors could cause actual results and events to differ materially from those expressed or implied by forward-looking statements including, without limitation, (1) adverse changes in mortality, morbidity or claims experience, (2) changes in our financial strength and credit ratings or those of MetLife, Inc. ("MetLife"), the beneficial owner of a majority of our common shares, or its subsidiaries, and the effect of such changes on our future results of operations and financial condition, (3) inadequate risk analysis and underwriting, (4) general economic conditions or a prolonged economic downturn affecting the demand for insurance and reinsurance in our current and planned markets, (5) the availability and cost of collateral necessary for regulatory reserves and capital, (6) market or economic conditions that adversely affect our ability to make timely sales of investment securities, (7) risks inherent in our risk management and investment strategy, including changes in investment portfolio yields due to interest rate or credit quality changes, (8) fluctuations in U.S. or foreign currency exchange rates, interest rates, or securities and real estate markets, (9) adverse litigation or arbitration results, (10) the adequacy of reserves, resources and accurate information relating to settlements, awards and terminated and discontinued lines of business, (11) the stability of and actions by governments and economies in the markets in which we operate, (12) competitive factors and competitors' responses to our initiatives, (13) the success of our clients, (14) successful execution 4 of our entry into new markets, (15) successful development and introduction of new products and distribution opportunities, (16) our ability to successfully integrate and operate reinsurance business that we acquire, (17) regulatory action that may be taken by state Departments of Insurance with respect to us, MetLife, or its subsidiaries, (18) our dependence on third parties, including those insurance companies and reinsurers to which we cede some reinsurance, third-party investment managers and others, (19) the threat of natural disasters, catastrophes, terrorist attacks, epidemics or pandemics anywhere in the world where we or our clients do business, (20) changes in laws, regulations, and accounting standards applicable to us, our subsidiaries, or our business, (21) the effect of our status as a holding company and regulatory restrictions on our ability to pay principal of and interest on our debt obligations, and (22) other risks and uncertainties described in this document and in our other filings with the Securities and Exchange Commission. Forward-looking statements should be evaluated together with the many risks and uncertainties that affect our business, including those mentioned in this document and described in the periodic reports we file with the Securities and Exchange Commission. These forward-looking statements speak only as of the date on which they are made. We do not undertake any obligations to update these forward-looking statements, even though our situation may change in the future. We qualify all of our forward-looking statements by these cautionary statements. 5 REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES Condensed Consolidated Statements of Income (Dollars in thousands) Three Months Ended Twelve Months Ended (Unaudited) December 31, December 31, --------------------------------------------------------------------------------------------------------------------- 2005 2004 2005 2004 --------------- --------------- --------------- --------------- Revenues: Net premiums $ 1,060,069 $ 916,812 $ 3,866,775 $ 3,347,448 Investment income, net of related expenses 169,372 168,201 639,165 580,528 Investment related gains/(losses), net (5,998) (2,298) 13,590 29,473 Change in value of embedded derivatives 1,264 25,720 7,444 26,104 Other revenues 14,093 15,383 57,791 55,366 --------------- --------------- --------------- --------------- Total revenues 1,238,800 1,123,818 4,584,765 4,038,919 Benefits and expenses: Claims and other policy benefits 847,583 755,063 3,187,902 2,678,537 Interest credited 54,789 60,245 208,376 198,931 Policy acquisition costs and other insurance expenses 168,830 165,714 629,359 591,029 Change in deferred acquisition cost associated with change in value of embedded derivatives 1,010 18,612 6,972 22,896 Other operating expenses 45,352 34,603 154,382 139,896 Interest expense 11,596 9,702 41,428 38,437 --------------- --------------- --------------- --------------- Total benefits and expenses 1,129,160 1,043,939 4,228,419 3,669,726 --------------- --------------- --------------- --------------- Income from continuing operations before income taxes 109,640 79,879 356,346 369,193 Provision for income taxes 39,975 23,962 120,738 123,893 --------------- --------------- --------------- --------------- Income from continuing operations 69,665 55,917 235,608 245,300 Discontinued operations: Loss from discontinued accident and health operations, net of income taxes (1,488) (497) (11,428) (23,048) Cumulative effect of change in accounting principle -- -- -- (361) --------------- --------------- --------------- --------------- Net income $ 68,177 $ 55,420 $ 224,180 $ 221,891 =============== =============== =============== =============== 6 REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES Condensed Consolidated Statements of Income (Dollars in thousands, except per share data) Three Months Ended Twelve Months Ended (Unaudited) December 31, December 31, ---------------------------------------------------------------------------------------------------------------------- 2005 2004 2005 2004 ------------------ ------------------ ------------------ ------------------ Earnings per share from continuing operations: Basic earnings per share $ 1.12 $ 0.90 $ 3.77 $ 3.94 Diluted earnings per share $ 1.09 $ 0.88 $ 3.70 $ 3.90 Earnings per share from net income: Basic earnings per share $ 1.09 $ 0.89 $ 3.58 $ 3.56 Diluted earnings per share $ 1.07 $ 0.87 $ 3.52 $ 3.52 Weighted average number of common and common equivalent shares outstanding (in thousands) 63,653 63,632 63,724 62,964 7 REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES Condensed Consolidated Business Summary At or For the Twelve Months Ended (Unaudited) December 31, ---------------------------------------------------------------------------------------- 2005 2004 ----------------- ----------------- Gross life reinsurance in force (in billions) North American business $ 1,211.1 $ 1,095.7 International business $ 525.5 $ 363.2 Gross life reinsurance written (in billions) North American business $ 218.9 $ 188.1 International business $ 135.2 $ 91.0 Consolidated cash and invested assets (in millions) $ 12,460.1 $ 10,716.3 Invested asset book yield - trailing three months excluding funds withheld 5.92% 5.93% Investment portfolio mix Cash and short-term investments 2.05% 1.72% Fixed maturity securities 55.17% 56.21% Mortgage loans 5.20% 5.69% Policy loans 7.92% 8.93% Funds withheld at interest 27.77% 25.52% Other invested assets 1.89% 1.93% Short-term debt (in millions) $ 125.6 $ 56.1 Long-term debt (in millions) $ 674.4 $ 349.7 Company-obligated mandatorily redeemable preferred securities of subsidiary (in millions) $ 158.6 $ 158.4 Book value per share outstanding $ 41.38 $ 36.50 Total stockholders' equity (in millions) $ 2,527.5 $ 2,279.0 Treasury shares 2,052,316 683,245 Common stock outstanding 61,075,957 62,445,028 8 REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES U.S. OPERATIONS (Dollars in thousands) Three Months Ended December 31, 2005 Asset- Financial Total (Unaudited) Traditional Intensive Reinsurance U.S. --------------- --------------- --------------- --------------- Revenues: Net premiums $ 677,510 $ 1,182 $ -- $ 678,692 Investment income, net of related expenses 65,161 58,775 70 124,006 Investment related gains/(losses), net (3,293) (3,138) -- (6,431) Change in value of embedded derivatives -- 1,264 -- 1,264 Other revenues (503) 2,661 8,170 10,328 --------------- --------------- --------------- --------------- Total revenues 738,875 60,744 8,240 807,859 Benefits and expenses: Claims and other policy benefits 543,763 761 1 544,525 Interest credited 12,095 42,157 -- 54,252 Policy acquisition costs and other insurance expenses 97,456 10,489 2,222 110,167 Change in deferred ac- quisition cost associated with change in value of embedded derivatives -- 1,010 -- 1,010 Other operating expenses 10,832 1,308 1,342 13,482 --------------- --------------- --------------- --------------- Total benefits and expenses 664,146 55,725 3,565 723,436 Income before income taxes $ 74,729 $ 5,019 $ 4,675 $ 84,423 =============== =============== =============== =============== Three Months Ended December 31, 2004 Asset- Financial Total Traditional Intensive Reinsurance U.S. --------------- --------------- --------------- --------------- Revenues: Net premiums $ 607,953 $ 1,234 $ -- $ 609,187 Investment income, net of related expenses 58,748 69,766 44 128,558 Investment related gains/(losses), net (642) (5,553) -- (6,195) Change in value of embedded derivatives -- 25,720 -- 25,720 Other revenues 964 3,514 7,185 11,663 --------------- --------------- --------------- --------------- Total revenues 667,023 94,681 7,229 768,933 Benefits and expenses: Claims and other policy benefits 486,117 (305) -- 485,812 Interest credited 14,022 45,630 -- 59,652 Policy acquisition costs and other insurance expenses 93,740 24,913 2,598 121,251 Change in deferred ac- quisition cost associated with change in value of embedded derivatives -- 18,612 -- 18,612 Other operating expenses 9,217 1,232 1,321 11,770 --------------- --------------- --------------- --------------- Total benefits and expenses 603,096 90,082 3,919 697,097 Income before income taxes $ 63,927 $ 4,599 $ 3,310 $ 71,836 =============== =============== =============== =============== - more - 9 REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES U.S. OPERATIONS (Dollars in thousands) Twelve Months Ended December 31, 2005 Asset- Financial Total Traditional Intensive Reinsurance U.S. --------------- --------------- --------------- --------------- Revenues: Net premiums $ 2,429,541 $ 4,670 $ -- $ 2,434,211 Investment income, net of related expenses 245,195 220,819 121 466,135 Investment related gains/(losses),net (2,152) (1,077) -- (3,229) Change in value of embedded derivatives -- 7,444 -- 7,444 Other revenues 2,290 8,621 28,554 39,465 --------------- --------------- --------------- --------------- Total revenues 2,674,874 240,477 28,675 2,944,026 Benefits and expenses: Claims and other policy benefits 2,008,536 4,870 6 2,013,412 Interest credited 53,958 151,966 -- 205,924 Policy acquisition costs and other insurance expenses 341,066 48,276 8,452 397,794 Change in deferred ac- quisition cost associated with change in value of embedded derivatives -- 6,972 -- 6,972 Other operating expenses 40,296 5,056 5,411 50,763 --------------- --------------- --------------- --------------- Total benefits and expenses 2,443,856 217,140 13,869 2,674,865 Income before income taxes $ 231,018 $ 23,337 $ 14,806 $ 269,161 =============== =============== =============== =============== Twelve Months Ended December 31, 2004 Asset- Financial Total Traditional Intensive Reinsurance U.S. --------------- --------------- --------------- --------------- Revenues: Net premiums $ 2,207,817 $ 4,833 $ -- $ 2,212,650 Investment income, net of related expenses 220,080 215,862 173 436,115 Investment related gains/(losses),net 9,738 (7,196) -- 2,542 Change in value of embedded derivatives -- 26,104 -- 26,104 Other revenues 4,157 9,735 27,419 41,311 --------------- --------------- --------------- --------------- Total revenues 2,441,792 249,338 27,592 2,718,722 Benefits and expenses: Claims and other policy benefits 1,758,452 9,751 2 1,768,205 Interest credited 50,290 146,480 -- 196,770 Policy acquisition costs and other insurance expenses 329,006 48,243 9,521 386,770 Change in deferred ac- quisition cost associated with change in value of embedded derivatives -- 22,896 -- 22,896 Other operating expenses 43,977 4,714 5,466 54,157 --------------- --------------- --------------- --------------- Total benefits and expenses 2,181,725 232,084 14,989 2,428,798 Income before income taxes $ 260,067 $ 17,254 $ 12,603 $ 289,924 =============== =============== =============== =============== - more - 10 REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES CANADIAN OPERATIONS (Dollars in thousands) Three Months Ended (Unaudited) December 31, ------------------------------------------------------------------------------------------- 2005 2004 --------------- --------------- Revenues: Net premiums $ 103,447 $ 72,643 Investment income, net of related expenses 32,650 27,582 Investment related gains, net 694 3,349 Other revenues (13) (6) --------------- --------------- Total revenues 136,778 103,568 Benefits and expenses: Claims and other policy benefits 91,252 72,109 Interest credited 230 515 Policy acquisition costs and other insurance expenses 19,701 7,472 Other operating expenses 4,174 2,953 --------------- --------------- Total benefits and expenses 115,357 83,049 Income before income taxes $ 21,421 $ 20,519 =============== =============== Twelve Months Ended (Unaudited) December 31, ------------------------------------------------------------------------------------------- 2005 2004 --------------- --------------- Revenues: Net premiums $ 343,131 $ 253,852 Investment income, net of related expenses 120,434 100,141 Investment related gains, net 4,941 11,508 Other revenues (279) 32 --------------- --------------- Total revenues 468,227 365,533 Benefits and expenses: Claims and other policy benefits 307,959 250,542 Interest credited 1,105 1,840 Policy acquisition costs and other insurance expenses 56,011 28,505 Other operating expenses 15,174 11,161 --------------- --------------- Total benefits and expenses 380,249 292,048 Income before income taxes $ 87,978 $ 73,485 =============== =============== 11 Europe & South Africa (Dollars in thousands) Three Months Ended (Unaudited) December 31, ------------------------------------------------------------------------------------------ 2005 2004 --------------- --------------- Revenues: Net premiums $ 141,219 $ 125,617 Investment income, net of related expenses 2,675 1,328 Investment related gains, net 100 437 Other revenues 92 (14) --------------- --------------- Total revenues 144,086 127,368 Benefits and expenses: Claims and other policy benefits 99,634 82,233 Interest credited 220 -- Policy acquisition costs and other insurance expenses 24,253 35,083 Other operating expenses 7,749 5,786 Interest expense 348 250 --------------- --------------- Total benefits and expenses 132,204 123,352 Income before income taxes $ 11,882 $ 4,016 =============== =============== Twelve Months Ended (Unaudited) December 31, ------------------------------------------------------------------------------------------ 2005 2004 --------------- --------------- Revenues: Net premiums $ 552,694 $ 478,580 Investment income, net of related expenses 9,710 5,125 Investment related gains, net 427 5,080 Other revenues 302 1,541 --------------- --------------- Total revenues 563,133 490,326 Benefits and expenses: Claims and other policy benefits 405,122 314,128 Interest credited 882 -- Policy acquisition costs and other insurance expenses 92,364 121,708 Other operating expenses 27,791 21,472 Interest expense 1,599 1,336 --------------- --------------- Total benefits and expenses 527,758 458,644 Income before income taxes $ 35,375 $ 31,682 =============== =============== 12 REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES Asia Pacific (Dollars in thousands) Three Months Ended (Unaudited) December 31, ------------------------------------------------------------------------------------------- 2005 2004 --------------- --------------- Revenues: Net premiums $ 136,364 $ 108,043 Investment income, net of related expenses 8,385 4,951 Investment related gains (losses), net (414) 228 Other revenues 1,946 1,959 --------------- --------------- Total revenues 146,281 115,181 Benefits and expenses: Claims and other policy benefits 104,688 103,308 Policy acquisition costs and other insurance expenses 14,999 1,378 Other operating expenses 8,372 7,470 Interest expense 407 505 --------------- --------------- Total benefits and expenses 128,466 112,661 Income before income taxes $ 17,815 $ 2,520 =============== =============== Twelve Months Ended (Unaudited) December 31, ------------------------------------------------------------------------------------------- 2005 2004 --------------- --------------- Revenues: Net premiums $ 534,926 $ 399,122 Investment income, net of related expenses 29,427 16,113 Investment related gains (losses), net (294) 670 Other revenues 4,593 5,121 --------------- --------------- Total revenues 568,652 421,026 Benefits and expenses: Claims and other policy benefits 420,024 330,144 Policy acquisition costs and other insurance expenses 79,146 52,300 Other operating expenses 27,437 24,363 Interest expense 1,679 1,614 --------------- --------------- Total benefits and expenses 528,286 408,421 Income before income taxes $ 40,366 $ 12,605 =============== =============== 13 CORPORATE AND OTHER (Dollars in thousands) Three Months Ended (Unaudited) December 31, ------------------------------------------------------------------------------------------ 2005 2004 --------------- --------------- Revenues: Net premiums $ 347 $ 1,322 Investment income, net of related expenses 1,656 5,782 Investment related gains (losses), net 53 (117) Other revenues 1,740 1,781 --------------- --------------- Total revenues 3,796 8,768 Benefits and expenses: Claims and other policy benefits 7,484 11,601 Interest credited 87 78 Policy acquisition costs and other insurance expenses (290) 530 Other operating expenses 11,575 6,624 Interest expense 10,841 8,947 --------------- --------------- Total benefits and expenses 29,697 27,780 Income before income taxes $ (25,901) $ (19,012) =============== =============== Twelve Months Ended (Unaudited) December 31, ------------------------------------------------------------------------------------------- 2005 2004 --------------- --------------- Revenues: Net premiums $ 1,813 $ 3,244 Investment income, net of related expenses 13,459 23,034 Investment related gains, net 11,745 9,673 Other revenues 13,710 7,361 --------------- --------------- Total revenues 40,727 43,312 Benefits and expenses: Claims and other policy benefits 41,385 15,518 Interest credited 465 321 Policy acquisition costs and other insurance expenses 4,044 1,746 Other operating expenses 33,217 28,743 Interest expense 38,150 35,487 --------------- --------------- Total benefits and expenses 117,261 81,815 Income before income taxes $ (76,534) $ (38,503) =============== =============== 14 SIGNATURE 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 hereunto duly authorized. REINSURANCE GROUP OF AMERICA, INCORPORATED Date: February 10, 2006 By: /s/ Jack B. Lay -------------------------- Jack B. Lay Executive Vice President and Chief Financial Officer 15