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

REINSURANCE GROUP OF AMERICA, INCORPORATED

(Exact Name of Registrant as specified in Charter)

Missouri (State or other jurisdiction of incorporation)		1-11848 (Commission File Number)		43-1627032 (I.R.S. Employer Identification No.)

1370 TIMBERLAKE MANOR PARKWAY
CHESTERFIELD, MISSOURI 63017
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (636) 736-7000

(Former name or former address, if changed since last report.)

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):

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 7.01 Regulation FD Disclosure

On November 3, 2009, Reinsurance Group of America, Incorporated (the “Company”) issued a press release (the “Press Release”) announcing the offering of $300 million of senior notes due 2019 (“Senior Notes”) pursuant to a public offering. A copy of the Press Release is furnished with this report as Exhibit 99.1 and incorporated by reference herein.

This report does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The offer of the Senior Notes as described above will be made solely by means of a prospectus in accordance with the Securities Act of 1933, as amended.

The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information or exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following documents are filed as exhibits to this report:

12.1		Computation of ratio or earnings to fixed charges
99.1		Press Release dated November 3, 2009

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.

Date: November 3, 2009

EXHIBIT INDEX

Exhibit Number		Description
12.1		Computation of ratio or earnings to fixed charges
99.1		Press Release dated November 3, 2009

Exhibit 12.1

Ratio of Earnings to Fixed Charges
Updated through September 30, 2009
(dollars in millions)

																						Nine Months Ended
		2004				2005				2006				2007				2008				September 30, 2009
Income from continuing operations before income taxes		$	369.2			$	356.3			$	451.4			$	474.9			$	280.4			$	432.2
Minority interest in earnings (losses) of consolidated subsidiaries included in income from continuing operations before income taxes		$	—			$	—			$	—			$	—			$	—			$	—
Fixed charges:
Interest expensed and capitalized		$	38.4			$	41.4			$	88.5			$	128.9			$	104.9			$	53.4
Interest credited on reinsurance contracts			198.9				208.4				244.8				246.1				233.2				195.0
One-third of rentals			2.6				2.3				2.4				3.6				4.1				3.5
Total fixed charges		$	239.9			$	252.1			$	335.7			$	378.6			$	342.2			$	251.9
Less interest capitalized, net of amortization			—				—				—				—				—				—
Income from continuing operations before income taxes and minority interest plus fixed charges		$	609.1			$	608.4			$	787.1			$	853.5			$	622.6			$	684.1
Ratio of earnings to fixed charges			2.5				2.4				2.3				2.3				1.8				2.7
Total fixed charges		$	239.9			$	252.1			$	335.7			$	378.6			$	342.2			$	251.9
Less Interest credited on reinsurance contracts			(198.9	)			(208.4	)			(244.8	)			(246.1	)			(233.2	)			(195.0	)
Total fixed charges excluding interest credited (1)		$	41.0			$	43.7			$	90.9			$	132.5			$	109.0			$	56.9
Income from continuing operations before income taxes and minority interest plus fixed charges excluding interest credited under reinsurance contracts (1)		$	410.2			$	400.0			$	542.3			$	607.4			$	389.4			$	489.1
Ratio of earnings to fixed charges excluding interest credited under reinsurance contracts (1)			10.0				9.2				6.0				4.6				3.6				8.6

Exhibit 99.1

For further information, contact
Jack B. Lay
Senior Executive Vice President and
Chief Financial Officer
(636) 736-7000

FOR IMMEDIATE RELEASE

REINSURANCE GROUP OF AMERICA ANNOUNCES
OFFERING OF SENIOR NOTES

     ST. LOUIS, November 3, 2009 — Reinsurance Group of America, Incorporated (NYSE:RGA) announced today that it intends to offer an approximate aggregate principal amount of $300 million of senior unsecured notes due 2019 pursuant to a public offering. RGA expects to use the net proceeds from the offering for general corporate purposes.

     Barclays Capital and UBS Investment Bank are acting as joint bookrunners on this transaction.

     This news release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such states.

     When available, copies of the prospectus and prospectus supplement, subject to completion, relating to the notes may be obtained by contacting Barclays Capital Inc., c/o Broadridge Integrated Distribution Services, 1155 Long Island Avenue, New York, NY 11717 or by telephone at 888-603-5847 or email at barclaysprospectus@broadridge.com, or UBS Securities LLC, Attention: Fixed Income Syndicate, 677 Washington Boulevard, Stamford, Connecticut 06901 or by telephone at 877-827-6444 ext. 561-3884. Before you invest, you should read the prospectus and the prospectus supplement, the registration statement and other documents that RGA has filed with the Securities and Exchange Commission for more complete information about RGA and this offering. Investors may also obtain these documents for free by visiting the EDGAR system on the SEC’s website at www.sec.gov or from the underwriters with your request.

About Reinsurance Group of America

     Reinsurance Group of America, Incorporated is among the largest global providers of life reinsurance with subsidiary companies or offices in Australia, Barbados, Bermuda, Canada, China, France, Germany, Hong Kong, India, Ireland, Italy, Japan, Mexico, the Netherlands, Poland, South Africa, South Korea, Spain, Taiwan, the United Kingdom and the United States. Worldwide, the company has approximately $2.3 trillion of life reinsurance in force, and assets of $24.2 billion.