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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))
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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 -
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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 -
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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
