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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): April 29, 2004
REINSURANCE GROUP OF AMERICA, INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
MISSOURI 1-11848 43-1627032
(State or other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
1370 TIMBERLAKE MANOR PARKWAY
CHESTERFIELD, MISSOURI 63017
(Address of Principal Executive Office)
(636) 736-7000
(Registrant's telephone number, including area code)
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ITEM 9. REGULATION FD DISCLOSURE
On April 29, 2004, Reinsurance Group of America, Incorporated ("RGA") issued
a press release announcing its earnings for the three months ended March 31,
2004 and providing certain additional information. In addition, RGA
announced in the press release that a conference call would be held on April
30, 2004 to discuss its financial and operating results for the three months
ended March 31, 2004. A copy of this press release is furnished with this
report as Exhibit 99.1 and incorporated by reference herein.
The information in Item 9 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 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On April 29, 2004, RGA issued a press release announcing its earnings for
the three months ended March 31, 2004 and providing certain additional
information. In addition, RGA announced in the press release that a
conference call would be held on April 30, 2004 to discuss its financial and
operating results for the three months ended March 31, 2004. A copy of this
press release is furnished with this report as Exhibit 99.1 and incorporated
by reference herein.
The information in Item 12 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 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.
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: April 29, 2004 By: /s/ Jack B. Lay
-----------------------------------
Name: Jack B. Lay
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Press Release of Reinsurance Group of America, Incorporated
dated April 29, 2004.
3
Exhibit 99.1 [RGA Logo] - ------------------------------------------------------------------------------ NEWS - ------------------------------------------------------------------------------ For further information, contact Jack B. Lay Executive Vice President and Chief Financial Officer (636) 736-7439 FOR IMMEDIATE RELEASE - --------------------- REINSURANCE GROUP OF AMERICA REPORTS INCREASES ---------------------------------------------- IN FIRST-QUARTER PREMIUMS AND EARNINGS -------------------------------------- ST. LOUIS, April 29, 2004 - Reinsurance Group of America, Incorporated (NYSE:RGA), one of North America's leading providers of life reinsurance, reported net income for the first quarter of $61.7 million, or $0.98 per diluted share, compared with net income of $32.7 million, or $0.66 per diluted share in the prior-year quarter, a 48 percent increase on a diluted per-share basis. First-quarter net premiums increased 49 percent, to $813.9 million from $545.2 million in 2003. Net realized capital gains totaled $18.4 million on a pre-tax basis versus net realized capital losses of $9.8 million the year before. RGA uses a non-GAAP financial measure called operating income as a basis for analyzing financial results. This measure also serves as a basis for establishing target levels and awards under RGA's management incentive programs. Management believes that operating income, on a pre-tax and after-tax basis, better measures the ongoing profitability and underlying trends of the company's continuing operations, primarily because that measure excludes the effect of net realized capital gains and losses, changes in the fair value of embedded derivatives and related deferred acquisition costs. These items tend to be highly variable primarily due to the credit market and interest rate environment and are not necessarily indicative of the performance of our underlying businesses. Additionally, operating income excludes any net gain or loss from discontinued operations and the cumulative effect of accounting changes, which management believes are not indicative of the company's ongoing operations. The definition of operating income can vary by company and is not considered a substitute for GAAP net income. Reconciliations of GAAP net income to operating income are provided in the tables immediately following the text of this press release. - more -
Add One Operating income for the quarter increased 6 percent on a per-share basis and totaled $52.1 million, or $0.83 per diluted share compared to $38.9 million, or $0.78 per diluted share in the year-ago quarter. A. Greig Woodring, president and chief executive officer, commented, "We are pleased with the rate of growth in operating earnings per share, considering we are comparing to a very strong first quarter in 2003 and we issued an additional 12.1 million common shares late last year. Our results reflect strong premium and earnings growth across all operating segments of our business. "Pre-tax net income in the U.S. for the quarter totaled $70.2 million compared with $42.6 million in the prior-year quarter, primarily because of much higher net premium levels and net realized capital gains. Pre-tax operating income for the quarter totaled $65.3 million compared with $50.2 million in the prior-year quarter, a 30 percent increase. Segment-wide mortality experience in the current quarter was somewhat higher than the expected level, primarily due to the number of large claims. Our Asset Intensive and Financial Reinsurance business segments posted solid results as well. Net premiums in the U.S. increased $162.5 million, or 44 percent over the prior-year quarter. The transaction with Allianz that we closed in the fourth quarter of 2003 contributed approximately $118.5 million of net premiums to the current quarter. That block performed well and the integration remains on schedule. "Our Canada operations reported another good quarter, with pre-tax net income of $15.9 million compared with $10.6 million in the prior-year quarter. Pre-tax operating income totaled $14.6 million, up 34 percent from $10.9 million in the prior-year quarter. Mortality experience was slightly favorable. Net premiums increased $11.6 million, or 24 percent for the quarter. Approximately $7.6 million of the increase in net premiums and approximately $1.6 million of the increase in pre-tax operating income were the result of the continued strength of the Canadian dollar. "Other International operations, which exclude Canada, continued their strong growth, with net premiums increasing 75 percent to $220.7 million in the quarter. Stronger foreign currencies contributed approximately $31.4 million, or 14 percent of the current quarter. Pre-tax net income totaled $13.1 million compared with $3.8 million in the prior-year quarter. Pre-tax operating income for the quarter totaled $9.6 million, a significant increase over the $3.3 million result in the prior-year period. Approximately $1.2 million of that increase was the result of foreign currency strength. Segment-wide mortality experience for the quarter was - more -
Add Two consistent with expectations. We are pleased with the profit expansion from these operations as reinsurance in force increases; however, we anticipate that results may be more volatile than our more established operations in North America due to the smaller relative size and lack of maturity of this segment's base of business." During the quarter, the company adopted Statement of Position 03-1, Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts (SOP 03-1). The cumulative impact of this new accounting standard was limited to a $361,000 after-tax charge since the company does not provide significant reinsurance support for the product risks covered under SOP 03-1. Woodring concluded, "We are off to a good start in 2004 across all segments. We continue to see more business opportunities and believe consolidated net premium growth has a good chance of reaching 20 percent for the year, slightly ahead of our previous guidance of 15 to 18 percent. However, premium growth is always difficult to project. Our previous earnings per share guidance range of $3.40 to $3.65 is unchanged as any incremental new premium would not be expected to contribute to the bottom line in a meaningful way until future years." The company announced that its board of directors declared a regular quarterly dividend of $0.06 per share, payable June 1 to shareholders of record as of May 10. A conference call to discuss the company's fourth-quarter results will begin at 9 a.m. Eastern Time on Friday, April 30. Interested parties may access the call by dialing 800-210-9006 (domestic) or 719-457-2621 (international). The access code is 182033. A live audio webcast of the conference call will be available on the company's investor relations web page at www.rgare.com. A replay of the conference call will be available at the same address for three months following the conference call. A replay of the conference call will also be available via telephone through May 7 at 888-203-1112 (domestic) or 719-457-0820, access code 182033. - more -
Add Three Reinsurance Group of America, Incorporated, through its subsidiaries, RGA Reinsurance Company and RGA Life Reinsurance Company of Canada, is among the largest providers of life reinsurance in North America. 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 $1.3 trillion of life reinsurance in force, and assets of $12.7 billion. MetLife, Inc. is the beneficial owner of approximately 52 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) general economic conditions affecting the demand for insurance and reinsurance in our current and planned markets, (4) market or economic conditions that adversely affect our ability to make timely sales of investment securities, (5) changes in investment portfolio yields due to interest rate or credit quality changes, (6) fluctuations in U.S. or foreign currency exchange rates, interest rates, or securities and real estate markets, (7) adverse litigation or arbitration results, (8) the stability of governments and economies in the markets in which we operate, (9) competitive factors and competitors' responses to our initiatives, (10) the success of our clients, (11) successful execution of our entry - more -
Add Four into new markets, (12) successful development and introduction of new products, (13) our ability to successfully integrate and operate reinsurance business that we acquire, including without limitation, the traditional life reinsurance business of Allianz Life, (14) regulatory action that may be taken by state Departments of Insurance with respect to us, MetLife, or its subsidiaries, (15) changes in laws, regulations, and accounting standards applicable to us, our subsidiaries, or our business, and (16) other risks and uncertainties described in this document and in our other filings with the Securities and Exchange Commission. Forward-looking statements should be evaluated together with the many risks and uncertainties that affect our business, including those mentioned in this document and described in the periodic reports we file with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date on which they are made. We do not undertake any obligations to update these forward-looking statements, even though our situation may change in the future. We qualify all of our forward-looking statements by these cautionary statements. - tables attached -
Add Five REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES Reconciliation of Income From Continuing Operations to Operating Income (Dollars in thousands, except per share data) Three Months Ended March 31, ------------------- 2004 2003 ---- ---- GAAP net income-continuing operations $62,994 $33,160 Realized investment (gains)/losses (12,684) 6,082 Change in value of embedded derivatives 1,741(1) -- DAC offset for realized investment (gains)/losses, net 37 (378) ------------------- Operating income $52,088 $38,864
(1) Net of DAC offset of $2,730, after tax - more -
Add Six REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES Reconciliation of Pre-tax Net Income From Continuing Operations to Pre-tax Operating Income (Dollars in thousands, except per share data) Three Months Ended March 31, 2004 Realized Change in Pre-tax investment value of Pre-tax net (gains)/ embedded operating income losses, net derivative income ------- ----------- ---------- ------ U.S. Operations: Traditional $64,032 $ (7,558) $ -- $ 56,474 Asset Intensive 3,508 (87)(1) 2,678 6,099 Financial Reinsurance 2,707 -- -- 2,707 ----------------------------------------- Total U.S. 70,247 (7,645) 2,678 65,280 Canada Operations 15,920 (1,309) -- 14,611 Asia Pacific Operations 6,797 (347) -- 6,450 Europe & South Africa 6,260 (3,159) -- 3,101 ----------------------------------------- Other Intl Operations 13,057 (3,506) -- 9,551 Corporate & Other (4,409) (5,899) -- (10,308) ----------------------------------------- Consolidated $94,815 $(18,359) $2,678 $79,134 =========================================
(1)Net of DAC offset $57 Three Months Ended March 31, 2003 Realized Pre-tax investment Pre-tax net (gains)/ operating income losses, net income ------- ----------- --------- U.S. Operations: Traditional $39,772 $5,244 $45,016 Asset Intensive (82) 2,279 (1) 2,197 Financial Reinsurance 2,948 -- 2,948 ------------------------------ Total U.S. Operations 42,638 7,523 50,161 Canada Operations 10,627 263 10,890 Asia Pacific Operations 1,368 387 1,755 Europe & South Africa 2,409 (825) 1,584 ------------------------------ Other Intl Operations 3,777 (438) 3,339 Corporate & Other (7,189) 1,898 (5,291) ------------------------------ Consolidated $49,853 $9,246 $59,099 ============================== (1)Net of DAC offset $582 - more -
Add Seven REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES Condensed Consolidated Statements of Income (Dollars in thousands) Three Months Ended -------------------- (Unaudited) March 31, - ----------------------------------------------------------------- 2004 2003 ---- ---- Revenues: Net premiums $813,874 $545,215 Investment income, net of related expenses 133,560 107,145 Realized investment gains/(losses), net 18,416 (9,828) Change in value of embedded derivatives, net of DAC offset of $4,200 in 2004 (2,678) -- Other revenues 11,850 11,017 ---------------------- Total revenues 975,022 653,549 Benefits and expenses: Claims and other policy benefits 647,054 423,605 Interest credited 47,018 40,796 Policy acquisition costs and other insurance expenses, excluding $4,200 allocated to embedded derivatives in 2004 143,068 104,581 Other operating expenses 33,529 25,755 Interest expense 9,538 8,959 ---------------------- Total benefits and expenses 880,207 603,696 ---------------------- Pre-tax net income from continuing operations 94,815 49,853 Provision for income taxes 31,821 16,693 ---------------------- Income from continuing operations 62,994 33,160 Discontinued operations: Loss from discontinued accident and health operations, net of income taxes (894) (418) Cumulative effect of change in accounting principle (361) -- ---------------------- Net income $ 61,739 32,742 ====================== - more -
Add Eight REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES Condensed Consolidated Statements of Income (Dollars in thousands, except per share data) Three Months Ended (Unaudited) March 31, -------------------------------------------------------------- 2004 2003 ---- ---- Earnings per share from continuing operations: Basic earnings per share $ 1.01 $ 0.67 Diluted earnings per share $ 1.00 $ 0.67 Diluted earnings before realized investment gains/(losses), change in value of embedded derivatives, and related deferred acquisition costs $ 0.83 $ 0.78 Earnings per share from net income: Basic earnings per share $ 0.99 $ 0.66 Diluted earnings per share $ 0.98 $ 0.66 Weighted average number of common and common equivalent shares outstanding (in thousands) 62,708 49,731 - more -
Add Nine REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES Condensed Consolidated Business Summary At or For the Three Months Ended (Unaudited) March 31, - --------------------------------------------------------------------- 2004 2003 ---- ---- Gross life reinsurance in force (in billions) North American business $1,003.0 $ 627.4 International business 310.5 170.0 Gross life reinsurance written (in billions) North American business 47.3 28.4 International business 30.5 15.3 Consolidated cash and invested assets (in millions) 9,607.7 7,197.3 Invested asset book yield - trailing three months excluding funds withheld 5.83% 6.67% Investment portfolio mix Cash and short-term investments 2.88% 1.90% Fixed maturity securities 50.53% 51.09% Mortgage loans 5.25% 3.68% Policy loans 9.40% 11.69% Funds withheld at interest 29.79% 29.89% Other invested assets 2.15% 1.75% Book value per share outstanding $ 33.11 $ 25.18 Book value per share outstanding, before impact of FAS 115* 29.44 23.42 Treasury stock 883,067 1,415,276
* Book value per share outstanding, before impact of FAS 115, is a non-GAAP financial measure that management believes is important in evaluating the balance sheet ignoring the effect of mark-to-market adjustments that primarily relate to changes in interest rates and credit spreads on investment securities since they were acquired. - more -
Add Ten REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES U.S. OPERATIONS (Dollars in thousands) (Unaudited) Three Months Ended March 31, 2004 Asset- Financial Total Traditional Intensive Reinsurance U.S. ----------- --------- ----------- ---- Revenues: Net premiums $531,211 $ 1,182 $ -- $532,393 Investment income, net of related expenses 54,053 45,467 43 99,563 Realized investment gains, net 7,558 144 -- 7,702 Change in value of embedded derivatives -- (2,678) -- (2,678) Other revenues 1,334 1,670 6,380 9,384 -------- -------- ------- -------- Total revenues 594,156 45,785 6,423 646,364 Benefits and expenses: Claims and other policy benefits 430,891 (1,021) -- 429,870 Interest credited 12,078 34,494 -- 46,572 Policy acquisition costs and other insurance expenses 75,431 7,645 2,294 85,370 Other operating expenses 11,724 1,159 1,422 14,305 -------- -------- ------- -------- Total benefits and expenses 530,124 42,277 3,716 576,117 Pre-tax net income $ 64,032 $ 3,508 $ 2,707 $ 70,247 ======== ======== ========= ======== (Unaudited) Three Months Ended March 31, 2003 Asset- Financial Total Traditional Intensive Reinsurance U.S. ----------- --------- ----------- ---- Revenues: Net premiums $368,807 $ 1,098 $ -- $ 369,905 Investment income, net of related expenses 42,701 36,334 -- 79,035 Realized investment losses, net (5,244) (2,861) -- (8,105) Other revenues 1,813 1,247 6,911 9,971 -------- -------- ------- --------- Total revenues 408,077 35,818 6,911 450,806 Benefits and expenses: Claims and other policy benefits 293,726 1,619 -- 295,345 Interest credited 15,319 25,141 -- 40,460 Policy acquisition costs and other insurance expenses 50,805 8,028 2,520 61,353 Other operating expenses 8,455 1,112 1,443 11,010 -------- -------- ------- --------- Total benefits and expenses 368,305 35,900 3,963 408,168 Pre-tax net income/(loss) $ 39,772 $ (82) $ 2,948 $ 42,638 ======== ======== ======= ========= - more -
Add Eleven REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES CANADIAN OPERATIONS (Dollars in thousands) Three Months Ended (Unaudited) March 31, - ----------- 2004 2003 ---- ---- Revenues: Net premiums $ 60,148 $ 48,586 Investment income, net of related expenses 23,980 19,766 Realized investment gains/(losses), net 1,309 (263) Other revenues 38 (65) -------- -------- Total revenues 85,475 68,024 Benefits and expenses: Claims and other policy benefits 59,366 49,130 Interest credited 377 289 Policy acquisition costs and other insurance expenses 7,083 5,593 Other operating expenses 2,729 2,385 -------- -------- Total benefits and expenses 69,555 57,397 Pre-tax net income $ 15,920 $ 10,627 ======== ======== Europe & South Africa (Dollars in thousands) Three Months Ended (Unaudited) March 31, - ---------------------------------------------------------------------- 2004 2003 ---- ---- Revenues: Net premiums $117,203 $ 83,877 Investment income, net of related expenses 1,544 840 Realized investment gains, net 3,159 825 Other revenues 438 (176) -------- -------- Total revenues 122,344 85,366 Benefits and expenses: Claims and other policy benefits 81,997 53,783 Policy acquisition costs and other insurance expenses 29,031 25,534 Other operating expenses 4,682 3,440 Interest expense 374 200 -------- -------- Total benefits and expenses 116,084 82,957 Pre-tax net income $ 6,260 $ 2,409 ======== ======== - more -
Add Twelve REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES Asia Pacific (Dollars in thousands) Three Months Ended (Unaudited) March 31, - -------------------------------------------------------------------- 2004 2003 ---- ---- Revenues: Net premiums $103,539 $ 42,410 Investment income, net of related expenses 3,735 2,727 Realized investment gains/(losses), net 347 (387) Other revenues 635 200 -------- -------- Total revenues 108,256 44,950 Benefits and expenses: Claims and other policy benefits 74,845 27,264 Policy acquisition costs and other insurance expenses 21,530 11,522 Other operating expenses 4,742 4,527 Interest expense 342 269 -------- -------- Total benefits and expenses 101,459 43,582 Pre-tax net income $ 6,797 $ 1,368 ======== ======== CORPORATE AND OTHER (Dollars in thousands) Three Months Ended (Unaudited) March 31, - -------------------------------------------------------------------- 2004 2003 ---- ---- Revenues: Net premiums $ 591 $ 437 Investment income, net of related expenses 4,738 4,777 Realized investment gains/(losses), net 5,899 (1,898) Other revenues 1,355 1,087 -------- -------- Total revenues 12,583 4,403 Benefits and expenses: Claims and other policy benefits 976 (1,917) Interest credited 69 47 Policy acquisition costs and other insurance expenses 54 579 Other operating expenses 7,071 4,393 Interest expense 8,822 8,490 -------- -------- Total benefits and expenses 16,992 11,592 Pre-tax net income $ (4,409) $ (7,189) ======== ======== # # #