1
                               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 March 31, 1998

                                    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)

                       660 Mason Ridge Center Drive
                        St. Louis, Missouri  63141
                 (Address of principal executive offices)

                              (314) 453-7439
           (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
                                                    -----          -----

Common stock outstanding ($.01 par value) as of April 30, 1998: 25,228,880
shares



 2

               REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES


                                     TABLE OF CONTENTS
Item Page ---- ---- PART I - FINANCIAL INFORMATION ------------------------------ 1 Financial Statements Condensed Consolidated Balance Sheets (Unaudited) March 31, 1998 and December 31, 1997 3 Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited) Three months ended March 31, 1998 and 1997 4 Condensed Consolidated Statements of Cash Flows (Unaudited) Three months ended March 31, 1998 and 1997 5 Notes to Condensed Consolidated Financial Statements (Unaudited) 6-9 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 10-20 PART II - OTHER INFORMATION --------------------------- 1 Legal Proceedings 20 6 Exhibits and Reports on Form 8-K 20 Signatures 21 Index to Exhibits 22
2 3 REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
March 31, December 31, 1998 1997 ---------- ----------- (Dollars in thousands) ASSETS Fixed maturity securities Available for sale-at fair value (amortized cost of $2,819,278 and $2,416,308 at March 31, 1998, and December 31, 1997, respectively) $2,941,290 $2,528,290 Mortgage loans on real estate 185,370 165,452 Policy loans 471,440 480,234 Funds withheld at interest 167,807 165,413 Short-term investments 186,437 277,635 Other invested assets 21,263 16,977 ---------- ---------- Total investments 3,973,607 3,634,001 Cash and cash equivalents 39,327 37,395 Accrued investment income 50,882 34,377 Premiums receivable 118,577 119,554 Funds withheld 48,758 33,957 Reinsurance ceded receivables 341,432 316,156 Deferred policy acquisition costs 311,247 289,842 Other reinsurance balances 137,589 153,134 Other assets 53,438 55,134 ---------- ---------- Total assets $5,074,857 $4,673,550 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Future policy benefits $1,332,156 $1,244,541 Interest sensitive contract liabilities 2,272,609 1,969,270 Other policy claims and benefits 389,258 344,848 Other reinsurance balances 215,428 232,096 Deferred income taxes 124,802 110,763 Other liabilities 104,300 157,616 Long-term debt 106,991 106,830 ---------- ---------- Total liabilities 4,545,544 4,165,964 Minority interest 8,247 8,265 Commitments and contingent liabilities Stockholders' equity: Preferred stock (par value $.01 per share; 10,000,000 shares authorized; no shares issued or outstanding) -- -- Common stock (par value $.01 per share; 50,000,000 shares authorized, 26,049,375 shares issued) 261 261 Additional paid in capital 265,021 264,748 Retained earnings 211,080 196,685 Accumulated other comprehensive income 65,779 59,089 ---------- ---------- Total stockholders' equity before treasury stock 542,141 520,783 Less treasury shares held of 820,895 and 844,535 at cost at March 31, 1998, and December 31, 1997, respectively (21,075) (21,462) ---------- ---------- Total stockholders' equity 521,066 499,321 ---------- ---------- Total liabilities and stockholders' equity $5,074,857 $4,673,550 ========== ========== See accompanying notes to condensed consolidated financial statements.
3 4 REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited)
Three months ended March 31, ------------------------------ 1998 1997 -------- -------- (Dollars in thousands, except per share data) Revenues: Net premiums $269,978 $205,372 Investment income, net of related expenses 63,679 41,849 Realized investment gains, net 922 387 Other revenue 6,554 4,155 -------- -------- Total revenues 341,133 251,763 Benefits and expenses: Claims and other policy benefits 217,296 158,760 Interest credited 34,512 19,122 Accident and health pool charge -- 18,000 Policy acquisition costs and other insurance expenses 46,934 40,467 Other operating expenses 15,464 10,519 Interest expense 2,025 1,948 -------- -------- Total benefits and expenses 316,231 248,816 -------- -------- Income before income taxes and minority interest 24,902 2,947 Provision for income taxes 8,840 (1) -------- -------- Income before minority interest 16,062 2,948 Minority interest in earnings of consolidated subsidiaries (153) (120) -------- -------- Net income $ 15,909 $ 2,828 ======== ======== Other comprehensive income, net of taxes 6,690 (18,754) ----- ------- Comprehensive income $ 22,599 $(15,926) ======== ======== Basic earnings per share $ 0.63 $ 0.11 ======== ======== Diluted earnings per share $ 0.62 $ 0.11 ======== ======== Weighted average number of diluted shares outstanding (in thousands) 25,505 25,629 ======== ======== See accompanying notes to condensed consolidated financial statements.
4 5 REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Three months ended March 31, ----------------------------- 1998 1997 --------- --------- (Dollars in thousands) Operating Activities: Net income $ 15,909 $ 2,828 Adjustments to reconcile net income to net cash provided by operating activities: Change in: Accrued investment income (16,496) (10,343) Premiums receivable 1,078 (24,066) Deferred policy acquisition costs (21,028) (12,432) Funds withheld (14,798) (3,776) Reinsurance ceded balances (24,235) (12,179) Future policy benefits, other policy claims and benefits, and other reinsurance balances 124,553 147,915 Deferred income taxes 8,538 868 Other assets and other liabilities (51,980) 5,694 Amortization of goodwill and value of business acquired 316 299 Amortization of net investment discounts (581) (2,509) Realized investment gains, net (922) (387) Other, net (458) (342) --------- --------- Net cash provided by operating activities 19,896 91,570 Investing Activities: Sales of fixed maturity securities 110,752 42,166 Maturities of fixed maturity securites 19,176 46,135 Purchases of fixed maturity securities (526,902) (297,361) Cash invested in: Mortgage loans (23,767) (1,486) Funds withheld at interest (2,394) (26,191) Principal payments on: Mortgage loans 511 389 Policy loans 8,794 1,781 Change in short-term and other invested assets 85,735 16,772 --------- --------- Net cash used in investing activities (328,095) (217,795) Financing activities: Dividends to stockholders (1,514) (1,358) Reissuance of treasury stock 387 52 Minority interest in earnings 153 120 Excess deposits on universal life and other investment type policies and contracts 310,998 126,016 --------- --------- Net cash provided by financing activities 310,024 124,830 Effect of exchange rate changes 107 (84) --------- --------- Change in cash and cash equivalents 1,932 (1,479) Cash and cash equivalents, beginning of period 37,395 13,145 --------- --------- Cash and cash equivalents, end of period $ 39,327 $ 11,666 ========= ========= See accompanying notes to condensed consolidated financial statements.
5 6 REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements March 31, 1998 (Unaudited) 1. BASIS OF PRESENTATION The accompanying unaudited, condensed, consolidated financial statements of Reinsurance Group of America, Incorporated and Subsidiaries (the "Company") have been prepared in accordance with generally accepted accounting principles 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 generally accepted accounting principles 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 three months ended March 31, 1998 are not necessarily indicative of the results that may be expected for the year ending December 31, 1998. For further information, refer to the consolidated financial statements and notes thereto included in the Company's Annual Report for the year ended December 31, 1997. The Company has reclassified the presentation of certain prior period information to conform to the 1998 presentation. 2. EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share (in thousands except per share information):
Period Ending March 31 1998 1997 Numerator: Net income $15,909 $2,828 Numerator for basic earning per share--income available to common stockholders 15,909 2,828 Effect of dilutive securities -- -- ------- ------ Numerator for diluted earnings per share-- income available to common stockholders after assumed conversions $15,909 $2,828 ======= ======
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Period Ending March 31 1998 1997 Denominator: Denominator for basic earnings per share-- weighted average shares 25,236 25,467 Effect of dilutive securities Employee stock options 269 162 --- --- Denominator for diluted earnings per share-- adjusted weighted average shares and assumed conversions 25,505 25,629 ====== ====== Basic earnings per share $ 0.63 $ 0.11 Diluted earnings per share $ 0.62 $ 0.11
3. COMPREHENSIVE INCOME In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income," effective for years beginning after December 15, 1997. SFAS No. 130 establishes standards for reporting and display of comprehensive income and its components (revenues, expenses, gains and losses) in a full set of general-purpose financial statements. The most significant items of comprehensive income are net income, the change in unrealized gains and losses on securities, and the change in foreign currency translation. Both items historically have been reported as a component of stockholders' equity. The adoption of SFAS No. 130 does not affect results of operations or financial position, but affects their presentation and disclosure. The Company has adopted SFAS No. 130 as of January 1, 1998, and the following summaries present the components of the Company's comprehensive income, other than net income, for the periods ending March 31, 1998 and 1997 (dollars in thousands): 7 8 FOR THE THREE MONTH PERIOD ENDING MARCH 31, 1998:
==================================================================================================== Before-Tax Tax (Expense) Net-of-Tax Amount Benefit Amount - ---------------------------------------------------------------------------------------------------- Foreign currency translation adjustments $ (241) $ 84 $ (157) Unrealized gains on securities: Unrealized holding gains arising during period 13,181 (5,751) 7,430 Less: reclassification adjustment for gains realized in net income 922 (339) 583 --- ---- --- Net unrealized gains 12,259 (5,412) 6,847 ------ ------ ----- Other comprehensive income $12,018 $(5,328) $6,690 ==================================================================================================== FOR THE THREE MONTH PERIOD ENDING MARCH 31, 1997: ==================================================================================================== Before-Tax Tax (Expense) Net-of-Tax Amount Benefit Amount - ---------------------------------------------------------------------------------------------------- Foreign currency translation adjustments $ (1,746) $ 611 $ (1,135) Unrealized gains on securities: Unrealized holding (losses) arising during period (27,338) 9,970 (17,368) Less: reclassification adjustment for gains realized in net income 387 (136) 251 --- ---- --- Net unrealized (losses) (27,725) 10,106 (17,619) ------- ------ ------- Other comprehensive income $(29,471) $10,717 $(18,754) ====================================================================================================
8 9 The following schedule reflects the change in accumulated other comprehensive income for the period ending March 31, 1998 (dollars in thousands):
==================================================================================================== ACCUMULATED UNREALIZED OTHER FOREIGN GAINS ON COMPREHENSIVE CURRENCY ITEMS SECURITIES INCOME - ---------------------------------------------------------------------------------------------------- Balance at December 31, 1997 $(8,201) $67,290 $59,089 Current period change (157) 6,847 6,690 ---- ----- ----- Balance at March 31, 1998 $(8,358) $74,137 $65,779 ====================================================================================================
4. SEGMENT INFORMATION In June 1997, the Financial Accounting Standards Board issued SFAS No. 131, "Disclosure about Segments of an Enterprise and Related Information," effective for years beginning after December 15, 1997. SFAS No. 131 requires that a public company report financial and descriptive information about its reportable operating segments pursuant to criteria that differ from current accounting practice. Operating segments, as defined, are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and in assessing performance. The adoption of SFAS No. 131 will not affect the Company's results of operations or financial position, but will affect the disclosure of segment information. The Company plans to adopt SFAS No. 131 during 1998, however SFAS No. 131 need not be applied to interim financial information in the initial year of its application. 5. SECURITIES LENDING The Company participates in a securities lending program. The amount on loan at March 31, 1998 was $14.6 million. It is the Company's policy to require collateral at 105% of the loan value. 9 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following tables reflect the net income before income taxes and minority interest for the Company's primary operational divisions (dollars in thousands): ===================== U.S. OPERATIONS =====================
FOR THE THREE MONTH PERIOD ENDING MARCH 31, 1998 ======================================================== TRADITIONAL NON-TRADITIONAL TOTAL ASSET- FINANCIAL U.S. INTENSIVE REINSURANCE ======================================================== REVENUES: Net premiums $180,375 $ -- $ -- $180,375 Investment income, net of related expenses 28,757 26,738 -- 55,495 Realized investment gains, net 445 241 -- 686 Other revenue 189 -- 4,027 4,216 -------------------------------------------------------- Total revenues 209,766 26,979 4,027 240,772 BENEFITS AND EXPENSES: Claims and other policy benefits 144,468 22 -- 144,490 Interest credited 10,623 23,614 -- 34,237 Policy acquisition costs and other insurance expenses 26,211 1,042 3,120 30,373 Other operating expenses 6,382 -- -- 6,382 -------------------------------------------------------- Total benefits and expenses 187,684 24,678 3,120 215,482 Income before income taxes and minority interest $ 22,082 $ 2,301 $ 907 $ 25,290 ========================================================
10 11 ================================ U.S. OPERATIONS (continued) ================================
FOR THE THREE MONTH PERIOD ENDING MARCH 31, 1997 ======================================================== TRADITIONAL NON-TRADITIONAL TOTAL ASSET- FINANCIAL U.S. INTENSIVE REINSURANCE ======================================================== REVENUES: Net premiums $145,963 $ -- $ -- $145,963 Investment income, net of related expenses 24,662 9,676 -- 34,338 Realized investment gains, net 100 244 -- 344 Other revenue (131) -- 4,171 4,040 -------------------------------------------------------- Total revenues 170,594 9,920 4,171 184,685 BENEFITS AND EXPENSES: Claims and other policy benefits 111,010 781 -- 111,791 Interest credited 10,498 8,267 -- 18,765 Policy acquisition costs and other insurance expenses 24,284 263 3,415 27,962 Other operating expenses 4,590 -- -- 4,590 -------------------------------------------------------- Total benefits and expenses 150,382 9,311 3,415 163,108 Income before income taxes and minority interest $ 20,212 $ 609 $ 756 $ 21,577 ========================================================
========================= CANADIAN OPERATIONS =========================
FOR THE THREE MONTH PERIOD ENDING MARCH 31, 1998 1997 REVENUES: Net premiums $25,026 $18,835 Investment income, net of related expenses 5,158 3,764 Realized investment gains, net 236 -- Other revenue 272 71 ------------------------------- Total revenues 30,692 22,670 BENEFITS AND EXPENSES: Claims and other policy benefits 23,115 14,742 Interest credited 245 342 Policy acquisition costs and other insurance expenses 2,855 3,169 Other operating expenses 1,803 1,423 ------------------------------- Total benefits and expenses 28,018 19,676 Income before income taxes and minority interest $ 2,674 $ 2,994 ===============================
11 12 ========================== OTHER INTERNATIONAL ==========================
FOR THE THREE MONTH PERIOD ENDING MARCH 31, 1998 ===================================================================== LATIN AMERICA ASIA OTHER TOTAL PACIFIC MARKETS INTERNATIONAL Direct Reinsurance ===================================================================== Revenues: Net premiums $13,451 $13,366 $10,453 $ 406 $37,676 Investment income, net of related expenses 1,582 488 420 37 2,527 Other revenue 73 -- 1,535 54 1,662 --------------------------------------------------------------------- Total revenues 15,106 13,854 12,408 497 41,865 Benefits and expenses: Claims and other policy benefits 12,116 12,284 5,553 306 30,259 Interest credited 30 -- -- -- 30 Policy acquisition costs and other insurance expenses 978 372 4,837 122 6,309 Other operating expenses 1,628 966 1,758 1,051 5,403 Interest expense -- -- 100 45 145 --------------------------------------------------------------------- Total benefits and expenses 14,752 13,622 12,248 1,524 42,146 Income / (loss) before income taxes and minority interest $ 354 $ 232 $ 160 $(1,027) $ (281) ===================================================================== FOR THE THREE MONTH PERIOD ENDING MARCH 31, 1997 ===================================================================== LATIN AMERICA ASIA OTHER TOTAL PACIFIC MARKETS INTERNATIONAL Direct Reinsurance ===================================================================== Revenues: Net premiums $15,098 $2,668 $ 6,248 $ 63 $24,077 Investment income, net of related expenses 1,140 407 326 4 1,877 Realized investment gains, net -- -- 15 -- 15 Other revenue 14 -- -- -- 14 --------------------------------------------------------------------- Total revenues 16,252 3,075 6,589 67 25,983 Benefits and expenses: Claims and other policy benefits 13,883 2,108 3,916 176 20,083 Interest credited 15 -- -- -- 15 Policy acquisition costs and other insurance expenses 1,099 74 2,360 40 3,573 Other operating expenses 1,225 531 1,480 410 3,646 Interest expense -- -- 115 -- 115 --------------------------------------------------------------------- Total benefits and expenses 16,222 2,713 7,871 626 27,432 Income / (loss) before income taxes and minority interest $ 30 $ 362 $(1,282) $(559) $(1,449) =====================================================================
12 13 ========================= ACCIDENT AND HEALTH =========================
FOR THE THREE MONTH PERIODS ENDING MARCH 31, 1998 1997 Revenues: Net premiums $26,901 $ 16,497 Investment income, net of related expenses 433 281 Realized investment gains, net -- 3 Other revenue 331 30 ---------------------- Total revenues 27,665 16,811 Benefits and expenses: Claims and other policy benefits 19,432 12,144 Accident and health pool charge - 18,000 Policy acquisition costs and other insurance expenses 7,397 5,763 Other operating expenses 786 549 ---------------------- Total benefits and expenses 27,615 36,456 Income / (loss) before income taxes and minority interest $ 50 $(19,645) ======================
THREE MONTHS ENDED MARCH 31, 1998 AND 1997 - ------------------------------------------ RESULTS OF OPERATIONS Income before Income Taxes and Minority Interest. Consolidated income before income taxes and minority interest increased $22.0 million in the first quarter of 1998, compared to the same period in 1997. After tax diluted earnings per share were $0.62 for the first quarter of 1998 compared with $0.11 for the same period in 1997. After tax consolidated net income before realized capital gains and losses increased to $15.3 million in the first quarter of 1998 from $2.6 million in the same period in 1997. The increase in the U.S. operations income before income taxes and minority interest in the first quarter of 1998 compared to the same period in 1997 was due to increased earnings on asset-intensive business resulting from growth in fixed maturity securities, and continued growth in the traditional business where premiums increased 23.6%. The decrease in the Canadian operations income before income taxes and minority interest in the first quarter of 1998 compared to 1997 was primarily a result of an increase in claims experience during the first quarter of 1998 compared to the same period in 1997. The other international operations lost $0.3 million before income taxes and minority interest in the first quarter of 1998 compared to a $1.4 million loss in 1997. Strong growth in the Latin America and Asia Pacific business was offset by costs associated with the development of new business in several international markets. During the first quarter of 1997, the Company recorded an accident and health charge of $18.0 million, $10.4 million after-tax, to increase reserves associated with run-off claims from certain accident and health insurance pools in which it had formerly participated. That action was a result of management's strategic decision to exit all outside-managed accident and health pools. As of 13 14 December 31, 1997, the Company made a strategic decision to cease marketing accident and health business and established reserves that it believes are sufficient to handle the run-off. Net Premiums. Consolidated net premiums increased $64.6 million, or 31.5%, to $270.0 million in the first quarter of 1998, compared to $205.4 million for the same period in 1997. Renewal premiums from the existing block of business, along with new business premiums from facultative and automatic treaties contributed to the premium increase. Business premium levels are significantly influenced by large transactions and reporting practices of ceding companies and therefore fluctuate from period to period. The U.S. operations net premiums in the first quarter of 1998 increased 23.6% to $180.4 million from the prior year, attributed to premium growth on the existing block of business, combined with strong new business premium for blocks of business added since the first quarter of 1997. Net premiums in the Canadian operations in the first quarter of 1998 increased 32.9% to $25.0 million in 1998. New business premiums decreased $1.2 million, while renewal premiums increased $7.4 million compared to the first quarter of 1997. The first quarter typically includes a large amount of renewal premium. Several of the treaties processed related to closed blocks of calendar year new and renewal business with large renewal premiums resulting from the strong production in December 1997. The first year premium decline was primarily the result of strong new business production in December 1996, which increased the first year premiums for the first quarter of 1997. The Company's other international operations reported premiums of $37.7 million for the first quarter of 1998 compared to $24.1 million for the same period in 1997. The 1998 premiums represented approximately $26.8 million from Latin America, of which approximately $13.5 million was direct premium generated in Argentina and Chile. Latin American premiums grew 50.9%, which resulted from continued growth in Chilean single premium annuities and universal life business in Argentina, as well as reinsurance on privatized pensions in Argentina. The Asia Pacific operations and other markets generated $10.9 million of premiums, predominantly through the Hong Kong contact office and Australia. Primarily as a result of the new business generated in Australia, the Asia Pacific premiums in the first quarter of 1998 grew 67.3% compared to the same period in the prior year. Accident and health operations net premiums increased 63.1% to $26.9 million in the first quarter of 1998. The increase resulted from premiums on new contracts initiated and the renewal of existing contracts in the second half of 1997. Although the decision was made to exit all outside-managed accident and health pools and to cease marketing accident and health business and to place the operation into run-off at the end of 1997, several new contracts were previously executed with an effective date of January 1, 1998. It is anticipated that accident and health premiums will decrease in each of the next several years. The Company estimates that future accident and health premiums compared to 1997 premiums will remain level in 1998. On an annual basis, premiums are expected to decrease, compared to each preceding year, by approximately 20%, 70%, 90% and 100% during 1999, 2000, 2001 and 2002, respectively. 14 15 Net Investment Income. Consolidated net investment income increased 52.2% to $63.7 million, in the first quarter of 1998 from the same period in 1997. The cost basis of fixed maturity securities increased $1.1 billion from the first quarter of 1997. The increase in invested assets was a result of an increase in operating cash flows and reinsurance transactions involving deposits for asset-intensive products from ceding companies, primarily stable value product deposits. The Company's stable value reinsurance is assumed from General American Life Insurance Company ("General American"), which indirectly owns approximately 64% of the Company's common stock. The amount of future reinsurance of the stable value product is dependent on General American's claims-paying rating. The average earned yield on the consolidated investment portfolio decreased to 7.06% for the first quarter of 1998 compared to 7.22% for the same period in 1997. This decrease in overall yield reflected the increase in assets supporting the stable value reinsurance product that are generally of a shorter duration and carry a lower average yield and the overall decrease in interest rates. Earnings credited and paid to ceding companies are included in interest credited. Realized Investment Gains/(Losses), Net. Consolidated net realized investment gains increased $0.5 million to $0.9 million in the first quarter of 1998 from $0.4 million for the same period in the prior year. Net realized investment gains resulted from normal activity within the Company's investment portfolios. Other Revenue. Consolidated other revenue increased $2.4 million in the first quarter of 1998 to $6.6 million. Other revenue includes items such as profit and risk fees associated with financial reinsurance, treaty recapture fees as well as earnings in unconsolidated subsidiaries, management fee income, and other miscellaneous income. During 1998, financial reinsurance treaties in the U.S. operations resulted in $3.4 million in financial reinsurance fees which were partially offset by $3.1 million of fees paid to retrocessionaires, included in policy acquisition costs and other insurance expenses. During March 1998, the Asia Pacific operations completed a financial reinsurance transaction that resulted in $1.3 million in financial reinsurance fee revenue which was partially offset by fees paid to retrocessionaires. The Company's strategy involves the assumption and subsequent retrocession of most of these financial reinsurance treaties which resulted in amounts of $128.2 million and $132.2 million being included in other reinsurance assets and liabilities, respectively, on the Company's consolidated balance sheets at March 31, 1998. Other revenue also included $0.8 million and $0.3 million in earnings in unconsolidated subsidiaries for the first quarter of 1998 and 1997, respectively. Claims and Other Policy Benefits. Consolidated claims and other policy benefits increased 36.9% to $217.3 million, in the first quarter of 1998. For the first quarter of 1998, total claims and other policy benefits represented 80.5% of total net premiums compared to 77.3% for the same period in 1997. This fluctuation was primarily a result of higher benefits and reserves in the U.S. and Canadian operations in the first quarter of 1998 compared to the same period in 1997. The Company expects mortality to fluctuate somewhat from period to period but believes it is fairly constant over longer periods of time. The Company continues to monitor mortality trends to determine the appropriateness of reserve levels. 15 16 U.S. operations claims and other policy benefits increased 29.3% in the first quarter of 1998, primarily as a result of increases from new business production and higher claims experience during such period compared to the same period in 1997. Claims and other policy benefits as a percentage of net premiums increased to 80.1% in the first quarter of 1998 from 76.6% in the same period in 1997. This fluctuation was due to an increase in death claims as well as reserves established for new blocks of business. Canadian operations claims and other policy benefits increased 56.8% in the first quarter of 1998. Claims and other policy benefits as a percentage of net premiums increased to 92.4% to $23.1 million in the first quarter of 1998 from 78.3% in the same period in 1997. The increase as a percent of premiums was primarily due to reserves established for new and renewal business. The claims and other policy benefits of the other international business in the first quarter of 1998 increased $10.2 million from the same period in the prior year. This increase was primarily the result of reserve and policyholder benefit increases on business from Latin American ventures and blocks of mortality risk reinsurance of $8.4 million. These reserve increases resulted from new business and the continued growth in the Latin American single premium immediate annuity business in the first quarter of 1998. The Asia Pacific operations reflected an increase of $1.6 million resulting primarily from new business written in Australia. Accident and health operations claims and other policy benefits increased 60.0% in the first quarter of 1998. The claims and other policy benefits for the first quarter of 1997 do not include the $18.0 million, or $10.4 million after-tax, accident and health pool charge taken during the first quarter of 1997, which is separately disclosed on the income statement. As a percentage of net premiums, claims and other policy benefits decreased to 72.2% in the first quarter of 1998 from 73.6% in the same period of 1997. The accident and health operations reserves are subject to volatility due to the nature of risk covered which is primarily accident risk. Reserves are calculated based upon current information including industry estimates for certain aviation accidents. In 1997, the Company made the decision to exit all outside-managed accident and health pools and cease marketing accident and health business and to place the operation into run-off. Interest credited. Consolidated interest credited increased $15.4 million in the first quarter of 1998 to $34.5 million. Interest credited represents amounts credited on the Company's asset-intensive and universal life type products. Asset-intensive products include stable value operations, bank-owned life insurance and annuity products. These products are primarily written in the U.S. operations, while the Canadian operations have a small annuity block of business and the Latin American operations have a direct universal life product developing in Argentina. The increase in interest credited was primarily a result of an increase of approximately $185.0 million in deposits related to asset-intensive reinsurance for the first quarter of 1998 compared to the same period in 1997. Policy Acquisition Costs and Other Insurance Expenses. Consolidated policy acquisition costs and other insurance expenses, consisting primarily of allowances, increased 16.0%, to $46.9 million in the first quarter of 1998. As a percentage of net premiums, consolidated policy 16 17 acquisition costs and other insurance expenses decreased to 17.4% in the first quarter of 1998 from 19.7% during the same period in 1997. This resulted from a change in business mix from coinsurance to yearly renewable term reinsurance and the addition of larger blocks of Canadian business at the end of 1997 that do not have significant commission costs associated with the business. Overall, policy acquisition costs and other insurance expenses continue to fluctuate with business volume and changes in product mix from period to period. Policy acquisition costs and other insurance expenses as a percentage of net premiums for the U.S. operations decreased to 16.8% in the first quarter of 1998 from 19.2% during the same period in 1997. Within the U.S. operations, policy acquisition costs and other insurance expenses as a percentage of net premiums for traditional business decreased to 14.5% in the first quarter of 1998 from 16.6% during the same period in 1997. This was due primarily to new business added during 1998 which was primarily yearly renewable term products which do not have a high level of commissions associated with the premiums. The financial reinsurance business within the U.S. operations reflects fees of approximately $3.1 million paid to retrocessionaires during 1998, which represented a partial offset to the fees collected that were reflected as other revenues. In the Canadian operations, policy acquisition costs and other insurance expenses as a percentage of net premiums decreased to 11.4% in the first quarter of 1998, from 16.8% during the same period in 1997. The decrease was primarily due to the large blocks of business added at the end of 1997 that do not have significant commission costs associated with the business. In addition, there was more reinsurance of yearly renewable term products during the second half of 1997 and first quarter of 1998 compared to the first quarter of 1997. This shift in reinsurance method resulted in fewer commissions as a percent of net premiums for the first quarter of 1998 compared to the first quarter of 1997. Other international operations policy acquisition cost and other insurance expenses as a percentage of net premiums increased to 16.7% in the first quarter of 1998 from 14.8% during the same period in 1997. These percentages fluctuate due to the timing of client company reporting and variations in the mixture of business being written within the Latin American and Asia Pacific operations. In addition, the financial reinsurance business within the Asia Pacific operations reflects fees of approximately $0.6 million paid to retrocessionaires during the first quarter of 1998, which represented a partial offset to the fees collected that were reflected as other revenues. Accident and health segment policy acquisition costs and other insurance expenses as a percentage of net premiums decreased to 27.5% in the first quarter of 1998 from 34.9% during the same period in 1997. The decrease will fluctuate resulting from changes in the mixture of business within the accident and health operations. Other Operating Expenses. Consolidated other operating expenses increased $4.9 million in the first quarter of 1998. The overall increase in operating expenses was attributed to planned increases associated with the ongoing growth of the Company, of which other 17 18 international operations operating expenses comprised $1.8 million of the increase in the first quarter of 1998. Interest Expense. Consolidated interest expense during the first quarter of 1998 related to the 7 1/4% Senior Notes issued in 1996 and the financing of a portion of the Company's Australian reinsurance operations, RGA Australian Holdings Pty Limited ("Australian Holdings") and interest paid on an operating line of credit. Interest cost for the first quarter of 1998 and the first quarter of 1997 was $2.0 million and $1.9 million, respectively. Interest related to the Senior Notes was $1.9 million in the first quarter of 1998 and $1.8 million in the first quarter of 1997. Provision for Income Taxes. Consolidated income tax expense increased $8.8 million in the first quarter of 1998 as a result of higher pre-tax income. Income tax expense from operations before realized investment gains/(losses) and accident and health pool charge represented approximately 35.7% and 36.3% of pre-tax income for the first quarters of 1998 and 1997, respectively. The Company calculated a tax benefit of $7.6 million on the $18.0 million accident and health reserve adjustment recorded in the first quarter of 1997. LIQUIDITY AND CAPITAL RESOURCES During the first quarter of 1998, the Company generated $19.9 million in cash from operating activities and $311.0 million from deposits related to asset-intensive business. These increases were offset by cash used for investing of $328.1 million and dividends to stockholders of $1.5 million. The sources of funds of RGA's operating subsidiaries consist of premiums received from ceding insurers, investment income, and proceeds from sales and redemption of investments. Premiums are generally received in advance of related claim payments. Funds are primarily applied to policy claims and benefits, operating expenses, income taxes, and investment purchases. As RGA continues its expansion efforts, management continually analyzes capital adequacy issues. RGA filed a registration statement with the Securities and Exchange Commission on May 4, 1998 to facilitate an underwritten public offering of a new class of non-voting common stock to raise gross proceeds of approximately $275 million (exclusive of a 15% over-allotment option). The new class of non-voting common stock is anticipated to be authorized at RGA's annual stockholders' meeting on May 27, 1998. The Company's intention is to use the net proceeds for general corporate purposes. Any such offering would be made only by means of a prospectus, and would be subject to the registration statement becoming effective, compliance with applicable state securities laws and favorable market conditions. This report does not constitute an offer to sell, or a solicitation of an offer to buy any shares of non-voting common stock. The Company has access to a $25.0 million line of credit. During the first quarter of 1998, $10.0 million was drawn upon that line. This liability is included in other liabilities on the balance sheet at March 31, 1998. The ability of RGA and Australian Holdings to make principal and interest payments, and to continue to pay dividends to stockholders, is ultimately dependent on the earnings and surplus of RGA's subsidiaries, the investment earnings on the undeployed debt 18 19 proceeds, and the Company's ability to raise additional capital. The transfer of funds from the subsidiaries to RGA is subject to applicable insurance laws and regulations. Any future increases in liquidity needs due to relatively large policy loans or unanticipated material claim levels would be met first by operating cash flows and then by selling fixed-income securities or short-term investments. INVESTMENTS Invested assets increased 9.3%, to $4.0 billion at March 31, 1998, compared to $3.6 billion at December 31, 1997. The increase resulted from cash deposits for stable value products of $0.2 billion for the first quarter of 1998 and positive operating cash flows. These increases were enhanced by an increase in the fair value adjustment of fixed maturities available for sale of $10.0 million. The Company has historically generated positive cash flows from operations, and expects to do so in the future. At March 31, 1998, the Company's portfolio of fixed maturity securities available for sale had net unrealized gains before tax of $122.0 million. CAUTIONARY STATEMENT Certain statements contained in this filing are or may be deemed to be "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements relating to the Company's financial position, growth prospects and targets, industry trends, trends in or expectations regarding operations and capital commitments, the sufficiency of claims reserves, and estimated premium declines in the accident and health operations. Because such statements are based on management's current views and assumptions, they are subject to risks and uncertainties. Numerous factors could cause actual results and events to differ materially from those expressed or implied by forward-looking statements (the "Cautionary Statements"), including, without limitation, (i) general economic conditions affecting the demand for insurance and reinsurance in the Company's current and planned markets, (ii) material changes in mortality and claims experience, (iii) competitive factors and competitors' responses to the Company's initiatives, (iv) successful execution of the Company's entry into new markets, (v) successful development and introduction of new products, (vi) the stability of governments and economies in foreign markets, (vii) fluctuations in U.S. and foreign interest rates and securities and real estate markets, (viii) the success of the Company's clients, including General American and its affiliates, and (ix) changes in laws, regulations, and accounting standards applicable to the Company and its subsidiaries. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statements. 19 20 Readers are therefore cautioned not to place undue reliance on such forward-looking statements. PART II - OTHER INFORMATION - --------------------------- ITEM 1 - ------ LEGAL PROCEEDINGS - ----------------- From time to time, the Company is subject to litigation and arbitration related to its reinsurance business and to employment-related matters in the normal course of its business. Management does not believe that the Company is a party to any such pending litigation or arbitration that would have a material adverse effect on its future operations. ITEM 6 - ------ EXHIBITS AND REPORTS ON FORM 8-K - -------------------------------- (a) See index to exhibits. (b) No reports on Form 8-K were filed during the three months ended March 31, 1998. 20 21 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 5/6/98 ------------------------------------ A. Greig Woodring President & Chief Executive Officer /s/ Jack B. Lay 5/6/98 ------------------------------------ Jack B. Lay Executive Vice President & Chief Financial Officer 21 22 INDEX TO EXHIBITS
Exhibit Number Description - ------- ----------- 3.1 Restated Articles of Incorporation of RGA incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-1 (No. 33-58960) filed on March 2, 1993 3.2 Bylaws of RGA incorporated by reference to Exhibit 3.2 to Registration Statement on Form S-1 (No. 33-58960) filed on March 2, 1993 3.3 Form of Certificate of Designations for Series A Junior Participating Preferred Stock incorporated by reference to Exhibit 3.3 to Amendment No. 1 to Registration Statement on Form S-1 (No. 33-58960) filed on April 14, 1993 27.1 Financial Data Schedule
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7 This schedule contains summary financial information extracted from the condensed consolidated financial statements of the registrant and is qualified in its entirety by reference to such financial statements 1,000 3-MOS DEC-31-1998 JAN-01-1998 MAR-31-1998 2,941,290 0 0 11,461 185,370 0 3,973,607 39,327 341,432 311,247 5,074,857 3,604,765 0 389,258 0 106,991 0 0 261 520,805 5,074,857 269,978 63,679 922 6,554 251,808 18,033 28,901 24,902 8,840 16,062 0 0 0 15,909 0.63 0.62 0 0 0 0 0 0 0