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 JUNE 30, 1997

                                 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 JULY 24, 1997:
25,405,494 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) June 30, 1997 and December 31, 1996 3 Condensed Consolidated Statements of Income (Unaudited) Three months and six months ended June 30, 1997 and 1996 4 Condensed Consolidated Statements of Cash Flows (Unaudited) Three months and six months ended June 30, 1997 and 1996 5 Notes to Condensed Consolidated Financial Statements (Unaudited) 6-7 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 8-17 PART II - OTHER INFORMATION --------------------------- 1 Legal Proceedings 18 6 Exhibits and Reports on Form 8-K 18 Signatures 19 Index to Exhibits 20
2 3 REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
June 30, December 31, 1997 1996 ---------- ------------ (Dollars in thousands) ASSETS Fixed maturity securities Available for sale-at fair value (amortized cost of $1,759,500 and $1,469,649 at June 30, 1997, and December 31, 1996, respectively) $1,815,933 $1,517,264 Mortgage loans on real estate 112,994 98,262 Policy loans 424,446 426,366 Funds withheld at interest 157,987 129,949 Short-term investments 63,054 93,548 Other invested assets 12,205 6,659 ---------- ---------- Total investments 2,586,619 2,272,048 Cash and cash equivalents 11,891 13,145 Accrued investment income 44,758 23,308 Premiums receivable 96,797 76,438 Funds withheld 38,412 30,697 Reinsurance ceded receivables 82,221 59,618 Deferred policy acquisition costs 259,719 233,565 Other reinsurance balances 214,100 157,065 Other assets 26,565 27,770 ---------- ---------- Total assets $3,361,082 $2,893,654 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Future policy benefits $ 858,418 $ 755,793 Interest sensitive contract liabilities 1,337,119 1,106,491 Other policy claims and benefits 253,308 206,284 Other reinsurance balances 189,670 149,289 Deferred income taxes 82,765 73,275 Other liabilities 86,177 63,689 Long-term debt 106,145 106,493 ---------- ---------- Total liabilities 2,913,602 2,461,314 Minority interest 7,285 6,782 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 261 174 Additional paid in capital 264,314 264,399 Currency translation adjustments (8,929) (5,536) Unrealized appreciation of securities, net of taxes 33,836 28,365 Retained earnings 163,030 147,824 ---------- ---------- Total stockholders' equity before treasury stock 452,512 435,226 Less treasury shares held of 643,881 and 584,031 at cost at June 30, 1997 and December 31, 1996, respectively (12,317) (9,668) ---------- ---------- Total stockholders' equity 440,195 425,558 ---------- ---------- Total liabilities and stockholders' equity $3,361,082 $2,893,654 ========== ========== See accompanying notes to condensed consolidated financial statements.
3 4 REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
Three months ended Six months ended June 30, June 30, ----------------------- ---------------------- 1997 1996 1997 1996 -------- -------- -------- -------- (Dollars in thousands, except per share data) REVENUES: Net premiums $201,568 $163,423 $406,940 $331,315 Investment income, net of related expenses 45,995 33,050 87,844 60,925 Realized investment gains, net 532 1,233 919 1,795 Other revenue 4,836 3,785 8,991 7,878 -------- -------- -------- -------- Total revenues 252,931 201,491 504,694 401,913 BENEFITS AND EXPENSES: Claims and other policy benefits 166,983 137,567 344,865 281,252 Accident and health pool charge (see Note 3) - - 18,000 - Policy acquisition costs and other insurance expenses 47,801 30,621 88,268 61,046 Other operating expenses 12,210 9,747 22,729 18,740 Interest expense 1,956 1,948 3,904 2,239 -------- -------- -------- -------- Total benefits and expenses 228,950 179,883 477,766 363,277 -------- -------- -------- -------- Income before income taxes and minority interest 23,981 21,608 26,928 38,636 Provision for income taxes 8,757 7,998 8,756 14,247 -------- -------- -------- -------- Income before minority interest 15,224 13,610 18,172 24,389 Minority interest in earnings of consolidated subsidiaries (129) (150) (249) (393) -------- -------- -------- -------- Net income $ 15,095 $ 13,460 $ 17,923 $ 23,996 ======== ======== ======== ======== Earnings per common and common equivalent share (see Note 4) $ 0.59 $ 0.53 $ 0.70 $ 0.94 ======== ======== ======== ======== Weighted average number of common and common equivalent shares outstanding (in thousands) 25,779 25,506 25,754 25,491 ======== ======== ======== ======== See accompanying notes to condensed consolidated financial statements.
4 5 REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Six months ended June 30, --------------------------- 1997 1996 --------- --------- (Dollars in thousands) OPERATING ACTIVITIES: Net income $ 17,923 $ 23,996 Adjustments to reconcile net income to net cash provided by operating activities: Change in: Accrued investment income (21,460) (14,557) Premiums receivable (20,433) 873 Deferred policy acquisition costs (26,732) (16,646) Funds withheld (7,715) (1,985) Reinsurance ceded balances (22,779) (5,485) Future policy benefits, other policy claims and benefits, and other reinsurance balances 190,207 95,885 Deferred income taxes 5,316 7,976 Other assets and other liabilities 22,981 32,479 Amortization of goodwill and value of business acquired 630 565 Amortization of net investment discounts (5,875) (5,949) Realized investment gains, net (919) (1,795) Other, net (181) 381 --------- --------- Net cash provided by operating activities 130,963 115,738 INVESTING ACTIVITIES: Sales of investments: Fixed maturity securities 101,050 88,005 Mortgage loans 25,716 - Maturities of fixed maturity securities 124,463 50,786 Purchases of fixed maturity securities (498,727) (589,793) Cash invested in: Mortgage loans (41,238) (8,720) Policy loans - (32,084) Funds withheld at interest (28,038) (23,653) Principal payments on: Mortgage loans 790 447 Policy loans 1,920 - Change in short-term and other invested assets 25,239 20,211 Investment in joint venture and purchase of subsidiary stock - (3,207) --------- --------- Net cash used in investing activities (288,825) (498,008) FINANCING ACTIVITIES: Dividends to stockholders (2,717) (2,355) Purchase of treasury stock (3,097) - Reissuance of treasury stock 450 205 Minority interest in earnings 249 393 Excess deposits on universal life and other investment type policies and contracts 162,007 276,012 Proceeds from long-term debt issuance - 104,335 --------- --------- Net cash provided by financing activities 156,892 378,590 Effect of exchange rate changes (284) 114 --------- --------- Change in cash and cash equivalents (1,254) (3,566) Cash and cash equivalents, beginning of period 13,145 18,258 --------- --------- Cash and cash equivalents, end of period $ 11,891 $ 14,692 ========= ========= See accompanying notes to condensed consolidated financial statements.
5 6 REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1997 (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 six months ended June 30, 1997 are not necessarily indicative of the results that may be expected for the year ending December 31, 1997. 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, 1996. The Company has reclassified the presentation of certain prior period information to conform with the 1997 presentation. In June 1997, the Financial Accounting Standards Board issued SFAS No. 130, "Reporting Comprehensive Income" and SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information". The statements are effective for financial statements of fiscal years beginning after December 15, 1997. While the adoption of these statements will affect the presentation of information, it will not have an impact on the earnings of the Company. 2. EARNINGS PER SHARE Earnings per share were computed by dividing net income by the weighted average number of common shares and common stock equivalents outstanding during the period. Outstanding employee stock options, which are reflected as common stock equivalents using the treasury stock method, have been considered in net earnings per share calculations. In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share ("EPS")." SFAS No. 128 supersedes and simplifies the existing computational guidelines under Accounting Principles Board Opinion No. 15, "Earnings Per Share." It is effective for financial statements issued for periods ending after December 15, 1997 and the Company plans to retroactively restate all interim amounts during the fourth quarter. Among other changes, SFAS No. 128 eliminates the presentation of primary EPS and replaces it with basic EPS for which common stock equivalents are not considered in the computation. It also revises the computation of diluted EPS. It is not expected that the adoption of SFAS No. 128 will have a material impact on the earnings per share results reported by the Company under the Company's current capital structure. 6 7 3. SIGNIFICANT TRANSACTION During the first quarter of 1997, the Company recorded a non-recurring 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 pools. The charge reflects management's intent to reserve fully for all anticipated claim payments attributed to outside-managed accident and health pools. 4. STOCK SPLIT AND DIVIDEND The Board of Directors of Reinsurance Group of America, Incorporated approved a three-for-two split of the Company's stock for all shareholders of record as of August 8, 1997 and will be effective on August 29, 1997. Effective September 2, 1997, RGA stock will begin trading at a new, post-split price. All share and per share data is stated to reflect the stock split. RGA recently declared a cash dividend of $.06 per post-split share of common stock ($.09 per pre-split share). The dividend will be paid on August 29, 1997, to shareholders of record as of August 8, 1997. 7 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Three Months Ended June 30, 1997 and 1996 - - ----------------------------------------- RESULTS OF OPERATIONS Net Premiums. Net premiums increased $38.2 million, or 23.4%, to $201.6 million in the second quarter of 1997 compared to $163.4 million for the same period in 1996. Premiums by major segment were as follows (dollars in millions):
Change ------ 1997 1996 Dollars Percent ------ ----- ------- ------- U.S. life $135.1 122.9 12.2 9.9 Canadian life 17.5 15.6 1.9 12.2 Accident and health 20.1 11.4 8.7 76.3 Other international 28.9 13.5 15.4 140.7 ------ ----- ---- ----- Totals $201.6 163.4 38.2 23.4 ====== ===== ==== =====
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. In the U.S. life segment, the increase from prior year was attributed to premium growth on the existing block of business, combined with strong new business premium. The Canadian life segment increase of $1.9 million resulted from several factors. While new and renewal premium growth remained strong, this increase was partially offset by processing several large blocks of business on which the actual results were slightly less than the estimates previously recorded. Accident and health premiums increased $8.7 million, or 76.3%. The premium levels continue to grow based on contracts executed during the second half of 1996. The increase represented growth in domestic business of $6.6 million and growth in business from the Company's contact office in London of $2.1 million. The accident and health segment's premium levels did not show any decline resulting from the decision to exit outside-managed pools. The premium reduction will be more noticeable in 1998 as the Company will not renew existing contracts. 8 9 The Company's other international business reported strong growth from year to year. Premiums in the Latin America operations increased $10.1 million as the single premium immediate annuity business from Chile grew $5.6 million and reported mortality risk reinsurance premiums grew due to timing of statements received from client companies. In the Asia Pacific operations, premiums increased $5.3 million resulting from growth in the base of business from the prior year, which includes $3.5 million in new business generated from the Company's operating subsidiary in Australia. Investment Income, Net. Investment income, net of investment expenses, increased $12.9 million, or 39.0%, to $46.0 million in the second quarter of 1997. The cost basis of invested assets increased $409.4 million from June 30, 1996 to June 30, 1997. The increase in invested assets was a result of operating cash flows and reinsurance transactions involving stable value deposits from ceding companies, which totaled $291.9 million since June 30, 1996. The stable value product asset portfolio generated $10.8 million of investment income in the second quarter of 1997 compared to $5.6 million for the same period in 1996. The investment income earned on the stable value product asset portfolio was offset by amounts credited and paid to ceding companies of $10.3 million and $5.2 million for the second quarter of 1997 and 1996, respectively. These amounts credited are primarily included in claims and other policy benefits. Realized Investment Gains, Net. In the second quarter of 1997, net realized investment gains decreased to $0.5 million from $1.2 million for the same period in the prior year. Net realized investment gains resulted from ongoing repositioning within the Company's portfolios. Other Revenue. Other revenue increased $1.1 million in the second quarter of 1997 to $4.8 million. Other revenue includes items such as profit and risk fees associated with financial reinsurance as well as earnings in unconsolidated investees, management fee income, and miscellaneous income associated with late premium payments. During 1997, financial reinsurance treaties resulted in $4.0 million in financial reinsurance fees which were partially offset by fees paid to retrocessionaires of $3.6 million, included in other insurance expenses. Claims and Other Policy Benefits. Claims and other policy benefits increased $29.4 million, or 21.4%, to $167.0 million in the second quarter of 1997. For the second quarter of 1997, total claims and other policy benefits represented 82.8% of total net premiums. Net of the interest credited on the stable value product portfolio to reserves, the total claims and other policy benefits represented 77.9% of total net premiums. This was comparable to the 81.2% of total net premiums, net of the impact of stable value products, for the second quarter of 1996 and 80.0% for the entire year ended December 31, 1996. This percentage can fluctuate from quarter to quarter due to changes in the mix of new business and mortality fluctuations. The Company expects mortality to fluctuate somewhat from quarter to quarter but believes it is fairly constant over longer periods of time. The second quarter percentage is not considered indicative of any longer term trend. 9 10 Claims and other policy benefits by major segment were as follows (dollars in millions):
Change ------ 1997 1996 Dollars Percent ------ ----- ------- ------- U.S. life $115.6 107.2 8.4 7.8 Canadian life 13.9 11.6 2.3 19.8 Accident and health 13.1 8.0 5.1 63.8 Other international 24.4 10.8 13.6 125.9 ------ ----- ---- ----- Totals $167.0 137.6 29.4 21.4 ====== ===== ==== =====
The increase in claims in the U.S. and Canadian life segments was the result of an overall increase in the amount at risk, which corresponds with the overall increase in premiums. In the U.S. and Canadian life segments, mortality experience was slightly better for the second quarter of 1997 as compared to the second quarter of 1996, when mortality results were considerably higher than expected. In addition, reserve levels increased in relation to the overall increase in the amount at risk and the aging of the existing blocks of business. The accident and health segment increase correlated with the increase in premiums discussed above. The increase in claims in the other international segment correlated with the increase in premiums from the Latin American and Asia Pacific regions discussed above. Policy Acquisition Costs and Other Insurance Expenses. Policy acquisition costs and other insurance expenses totaled $47.8 million, or 23.7% of net premium for the quarter. This compares to 20.2% of net premiums for the entire year ended December 31, 1996. Net of the impact of fees paid to retrocessionnaires in connection with financial reinsurance and allowances on asset intensive products, those costs represented $43.7 million, or 21.7% of net premium, for the second quarter of 1997 compared to total costs of $27.4 million, or 16.8% of net premium, for the second quarter of 1996. 10 11 Policy acquisition costs and other insurance expenses by major segment were as follows (in millions):
Change ------ 1997 1996 Dollars Percent ----- ---- ------- ------- U.S. life $32.0 21.9 10.1 46.1 Canadian life 3.4 2.7 0.7 25.9 Accident and health 6.8 4.2 2.6 61.9 Other international 5.6 1.8 3.8 211.1 ----- ---- ---- ----- Totals $47.8 30.6 17.2 56.2 ===== ==== ==== =====
In the U.S. life segment, policy acquisition costs and other insurance expenses as a percent of net premium, net of the effect of financial reinsurance and allowances on asset intensive products, was 19.5% for the second quarter of 1997 compared to 15.4% for the second quarter of 1996 and 17.2% for the entire year ended December 31, 1996. The increase in policy acquisition costs and other insurance expenses for the U.S. life segment is primarily a result of changes in the mix of business and renewal commissions on several significant blocks of business on which renewal rates are higher than historical renewal rates. In the Canadian life segment, policy acquisition costs and other insurance expenses as a percent of net premiums increased to 19.2% for the second quarter of 1997 compared to 17.3% for the second quarter of 1996 and 16.1% of net premiums for the entire year ended December 31, 1996. The Canadian life segment increase resulted primarily from new business premiums, which was partially offset by the processing of significant blocks of renewal business during the first quarter that carry lower net renewal commissions than the first year business. The increase as a percent of premiums is primarily a result of the premium adjustment which resulted from processing several large blocks of business discussed above. In the accident and health segment, policy acquisition costs and other insurance expenses as a percent of net premiums was 34.0% for the second quarter of 1997 compared to 36.7% for the second quarter of 1996 and 32.2% for the entire year ended December 31, 1996. This percent fluctuates primarily due to changes in the mix of business. In the other international segment, policy acquisition costs and other insurance expenses as a percent of net premium increased to approximately 19.3% for the second quarter of 1997 compared to 16.7% for the entire year of 1996. The Company's other international segment percentages fluctuate due primarily to the timing of client company reporting and the diversity in the mix of business being reported. 11 12 Other Operating Expenses. Other operating expenses increased $2.5 million, or 25.8%, to $12.2 million in the second quarter of 1997 compared to $9.7 million for the same period in 1996. Expenses of the Canadian and accident and health operations remained relatively stable compared to the prior year. U.S. operating expenses increased $1.2 million and other international business operating expenses increased $1.3 million. The overall increase in other expenses was the result of planned activities associated with pursuing new business opportunities and international expansion efforts. The operating expense increases were consistent with expectations and remain relatively stable as a percentage of net premiums. Interest Expense. Interest expense related to the issuance of long-term debt by Reinsurance Group of America, Incorporated on March 22, 1996 and the financing of a portion of the Company's Australian reinsurance operations. Provision for Income Taxes. Income tax expense from operations represents approximately 36.5% of pre-tax income for the second quarter of 1997 compared to 37.0% of pre-tax income for the second quarter of 1996. The effective tax rate of 36.5% on income from operations is representative of the Company's expected annual effective tax rate. Six Months Ended June 30, 1997 and 1996 - - --------------------------------------- RESULTS OF OPERATIONS Net Premiums. Net premiums increased $75.6 million, or 22.8%, to $406.9 million for the first half of 1997 compared to $331.3 million for the same period in 1996. Premiums by major segment were as follows (dollars in millions):
Change ------ 1997 1996 Dollars Percent ------ ----- ------- ------- U.S. life $281.0 249.3 31.7 12.7 Canadian life 36.3 28.9 7.4 25.6 Accident and health 36.6 25.7 10.9 42.4 Other international 53.0 27.4 25.6 93.4 ------ ----- ---- Totals $406.9 331.3 75.6 22.8 ====== ===== ==== ====
In the first half of 1997, the U.S. life premiums increased by 12.7% over the same period in 1996. The increase was attributed to new business production, renewal premium increases from 12 13 existing blocks of business, revisions of existing treaties, and the continuing impact of past production. Growth in credit life premiums of $9.5 million over 1996 contributed to the overall increase in premiums. The Canadian life segment increased $1.0 million in first year premiums and $6.4 million in renewal premiums. While new and renewal premium growth remained strong as a result of strong new business production in 1996, this increase was partially offset by processing several large blocks of business on which the actual results were slightly less than the estimates previously recorded. Accident and health premiums increased $10.9 million, or 42.4%. The increase represented growth in domestic business of $7.5 million and growth in business from the Company's contact office in London of $3.4 million. The accident and health segment's premium levels did not show any decline resulting from the decision to exit outside-managed pools. The premium reduction will be more noticeable in 1998 as the Company will not renew existing contracts. The Company's other international business reported strong growth from year to year. Premiums in the Latin American operations increased $17.6 million, with the largest increase from single premium immediate annuity business from Chile, which grew $10.2 million. In the Asia Pacific operations, premiums increased $8.0 million, including $3.6 million in new business generated from the Company's operating subsidiary in Australia. Investment Income, Net. Investment income, net of investment expenses, increased $26.9 million, or 44.2%, to $87.8 million in the first half of 1997 from $60.9 million for the same period in 1996. The cost basis of invested assets increased $409.4 million from June 30, 1996 to June 30, 1997. The increase in invested assets was a result of operating cash flows and reinsurance transactions involving stable value deposits from ceding companies of $291.9 million since June 30, 1996. The stable value product asset portfolio generated $20.6 million of investment income in 1997 compared to $8.3 million for the same period in 1996. The investment income earned on the stable value product asset portfolio was offset by amounts credited and paid to ceding companies of $19.6 million and $7.7 million for 1997 and 1996, respectively. These amounts are primarily included in claims and other policy benefits. The average earned yield on the consolidated investment portfolio decreased to 7.26% for 1997 compared to 7.31% for the same period in 1996. This resulted primarily from the increase in the stable value portfolio, which requires a shorter duration to achieve appropriate asset and liability duration matching, offset by increased yields through the addition of mortgage loans in other portfolios. Realized Investment Gains, Net. Realized investment gains decreased $0.9 million to $0.9 million in the first half of 1997 from $1.8 million for from ongoing repositioning within the Company's portfolios. 13 14 Other Revenue. Other revenue increased $1.1 million in the first half of 1997 to $9.0 million compared to $7.9 million for the same period in 1996. Other revenue includes items such as profit and risk fees associated with financial reinsurance as well as earnings in unconsolidated investees, management fee income, and miscellaneous income associated with late premium payments. During 1997, financial reinsurance treaties resulted in $7.8 million in financial reinsurance fees which were partially offset by fees paid to retrocessionaires of $7.0 million, included in other insurance expenses. Claims and Other Policy Benefits. Claims and other policy benefits increased $63.6 million, or 22.6%, to $344.9 million in the first half of 1997 compared to $281.3 million for the same period in 1996. For the first half of 1997, total claims and other policy benefits represented 84.7% of total net premiums. Net of the interest credited on the stable value product portfolio to reserves, the total claims and other policy benefits represented 83.3% of total net premiums. This was comparable to the 82.8% of total net premiums, net of the impact of stable value products, for the first half of 1996 and 80.0% for the entire year ended December 31, 1996. The Company expects mortality to fluctuate somewhat from period to period but believes it is fairly constant over longer periods of time. Claims and other policy benefits by major segment were as follows (dollars in millions):
Change ------ 1997 1996 Dollars Percent ------ ----- ------- ------- U.S. life $246.2 216.3 29.9 13.8 Canadian life 29.0 23.7 5.3 22.4 Accident and health 25.2 19.3 5.9 30.6 Other international 44.5 22.0 22.5 102.3 ------ ----- ---- ----- Totals $344.9 281.3 63.6 22.6 ====== ===== ==== =====
For the first half of 1997, the increase in claims and other policy benefits in the U.S. and Canadian life segments was the result of an overall increase in the amount at risk, which corresponds with the overall increase in premiums. In the U.S. and Canadian life segments, mortality was slightly more favorable for 1997 as compared to the same period in 1996, while reserve levels increased in relation to the overall increase in the amount at risk and the aging of the existing blocks of business. In addition, the stable value product interest credited and paid to ceding companies increased $11.9 million over the same period in 1996 in the U.S. life segment. The accident and health segment increase correlated with the increase in premiums discussed above. The increase in claims and other policy benefits in the other international segment 14 15 correlated with the increase in premiums from the Latin American and Asia Pacific regions discussed above. Accident and Health Pool Charge. The Company reported a non-recurring charge totaling $18.0 million during the first quarter of 1997 associated with the decision to exit all outside-managed accident and health pools, along with the run-off claims from certain accident and health reinsurance pools in which the Company had formerly participated. The adjustment in this segment represented management's current estimate to reserve fully for claim payments attributable to outside-managed accident and health pools. The reserve increase of $18.0 million was developed from information received from the accident and health reinsurance pool managers, along with the Company management's judgment of the completeness of the amounts reported. Policy Acquisition Costs and Other Insurance Expenses. Policy acquisition costs and other insurance expenses totaled $88.3 million, or 21.7% of net premium for the first half of 1997. This compares to 20.2% of net premiums for the entire year ended December 31, 1996. Net of the impact of fees paid to retrocessionnaires in connection with financial reinsurance and allowances on asset intensive products, those costs represented $79.8 million, or 19.6% of net premium, for the first half of 1997 compared to total costs of 54.4 million, or 16.4% of net premium, for the same period of 1996. Policy acquisition costs and other insurance expenses by major segment were as follows (dollars in millions):
Change ------ 1997 1996 Dollars Percent ----- ---- ------- ------- U.S. life $60.0 44.6 15.4 34.5 Canadian life 6.5 4.6 1.9 41.3 Accident and health 12.6 7.9 4.7 59.5 Other international 9.2 3.9 5.3 135.9 ----- ---- ---- ----- Totals $88.3 61.0 27.3 44.8 ===== ==== ==== =====
In the U.S. life segment, policy acquisition costs and other insurance expenses as a percent of net premium, net of the effect of financial reinsurance and allowances on asset intensive products, represented 18.4% for the first half of 1997 compared to 16.9% for the same period of 1996 and 17.2% for the entire year ended December 31, 1996. The increase in policy acquisition costs and other insurance expenses for the U.S. life is primarily a result of changes in the mix of business and renewal commissions on several significant blocks of business on which renewal rates are higher than our historical renewal rates. 15 16 In the Canadian life segment, policy acquisition costs and other insurance expenses as a percentage of net premiums increased to 18.0% for the first half of 1997 compared to 15.8% for the same period of 1996 and 16.1% of net premiums for the entire year ended December 31, 1996. The increase as a percent of premiums is primarily a result of the premium adjustment which resulted from processing several large blocks of business discussed above. In the accident and health segment, policy acquisition costs and other insurance expenses as a percentage of net premiums increased to 34.4% for the first half of 1997 compared to 30.7% for the same period of 1996. This increase was attributed to the new business growth primarily with the new business processed during the first two quarters of 1997. In the other international segment, policy acquisition costs and other insurance expenses as a percent of net premium increased to approximately 17.3% for the first half of 1997 compared to 16.7% for the entire year of 1996. The Company's other international segment percentages fluctuate due primarily to the timing of client company reporting and the diversity in the mix of business being reported. Other Operating Expenses. Other operating expenses increased $4.0 million, or 21.4%, to $22.7 million in the first half of 1997 compared to $18.7 million for the same period in 1996. Expenses of the Canadian, and accident and health operations remained relatively stable compared to the prior year. U.S. operating expenses increased $1.2 million and other international business operating expenses increased $2.7 million. The overall increase in other expenses was the result of planned activities associated with pursuing new business opportunities and international expansion efforts. The operating expense increases were consistent with expectations and remain relatively stable as a percent of net premiums. Interest Expense. Interest expense related to the issuance of long-term debt by Reinsurance Group of America, Incorporated on March 22, 1996, and the financing of a portion of the Company's Australian reinsurance operations during 1996. Provision for Income Taxes. Income tax expense from operations represented approximately 32.5% of pre-tax income for the first half of 1997 and 36.9% of pre-tax income for the first half of 1996. 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. The effective tax rate of 36.4% on income from operations is representative of the Company's expected annual effective tax rate. LIQUIDITY AND CAPITAL RESOURCES During the first half of 1997, the Company generated $131.0 million in cash from operating activities and $141.9 million from deposits related to the stable value business. These increases were offset by cash used for investing of $288.8 million, dividends to stockholders of $2.7 million and the repurchase of the Company's stock of $3.1 million. The sources of funds of RGA's operating subsidiaries consist of premiums received from ceding insurers, investment income, and 16 17 proceeds from sales and redemption of investments. Premiums are generally received in advance of related claim payments. The funds are primarily applied to policy claims and benefits, operating expenses, income taxes, and investment purchases. In addition, RGA's liquidity position was supported by the $100.0 million offering of Senior Notes in March 1996. The ability of the Company to make principal and interest payments, as well as and to continue to pay dividends to stockholders, is ultimately dependent on the earnings and surplus of RGA's subsidiaries, as well as the investment earnings on the undeployed debt proceeds. 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. RGA recently declared a cash dividend of $.06 per post-split share of common stock. On a post-split basis, this dividend will be paid on August 29, 1997 to shareholders of record as of August 8, 1997. The cash dividend reflects a 13% increase over the previous dividend rate. All future payments of dividends are at the discretion of the Company's Board of Directors and will depend on the Company's earnings, capital requirements, insurance regulatory conditions, operating conditions, and such other factors as the Board of Directors may deem relevant. The amount of dividends that the Company can pay will depend in part on the operations of its subsidiaries. During the second quarter of 1997, RGA repurchased shares of RGA common stock. The repurchased shares are intended to enable RGA to satisfy obligations under its stock option program. Purchases were made in the open market, at the then prevailing market price. As of June 30, 1997, 85,800 shares (on a post-split basis) have been repurchased. INVESTMENTS Invested assets increased by $314.6 million, or 13.8%, to $2,586.6 million at June 30, 1997, compared to $2,272.0 million at December 31, 1996. The increase resulted from cash deposits for stable value products of $141.9 million and positive operating cash flows. The increase was also attributed to an increase in the fair value adjustment of fixed maturities available for sale of $8.8 million. The Company has historically generated positive cash flows from operations, and expects to do so in the future. At June 30, 1997, the Company's portfolio of fixed maturity securities available for sale had net unrealized gains before tax of $56.4 million. 17 18 PART II - OTHER INFORMATION - - --------------------------- ITEM 1 - - ------ Legal Proceedings - - ----------------- From time to time, subsidiaries of Reinsurance Group of America, Incorporated are subject to reinsurance-related litigation and arbitration in the normal course of business. Management does not believe that any such pending litigation or arbitration would have a material adverse effect on the Company's future operations. ITEM 4 - - ------ Submission of Matters to a Vote of Security Holders - - --------------------------------------------------- The annual meeting of stockholders of Reinsurance Group of America, Incorporated ("RGA") was held in St. Louis, Missouri on May 15, 1997. At the meeting, the election of two incumbent directors and one new nominee for director was submitted to the stockholders. Each nominee had been nominated for a three-year term to expire at the annual meeting in 2000. Management solicited proxies from stockholders and a total of 16,076,137 shares were voted as follows:
Nominee For Withheld Broker Non-Votes ------- --- -------- ---------------- Bernard A. Edison 16,067,616 8,521 0 Stuart I. Greenbaum 16,067,691 8,446 0 Richard A. Liddy 16,069,891 6,246 0
There were no other nominees for director. All three nominees were elected. Mr. Greenbaum was nominated to succeed Dennis F. Hardcastle, who resigned effective upon Mr. Greenbaum's election. Continuing in office as directors of RGA are: J. Cliff Eason, William A. Peck, M.D., Leonard M. Rubenstein, William P. Stiritz, H. Edwin Trusheim, and A. Greig Woodring. No other matters were presented at the meeting. 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 June 30, 1997. 18 19 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 8/12/97 ---------------------------------------- A. Greig Woodring President & Chief Executive Officer /s/ Jack B. Lay 8/12/97 -------------------------------------------- Jack B. Lay Executive Vice President & Chief Financial Officer 19 20
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 Certificate of Designations for Series A Junior Participating Preferred Stock incorporated by reference to Exhibit 3.3 to Amendment No. 1 to Form 10-Q for the quarter ended March 31, 1997 (No. 1-11848) 27.1 Financial Data Schedule 20
 

7 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE REGISTRANT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 U.S. DOLLAR 6-MOS DEC-31-1996 JAN-01-1997 JUN-30-1997 1 1,815,933 0 0 6,992 112,994 0 2,586,619 11,891 82,221 259,719 3,361,082 2,195,537 0 253,308 0 106,145 0 0 261 439,934 3,361,082 406,940 87,844 919 8,991 362,865 29,597 58,671 26,928 8,756 18,172 0 0 0 17,923 0.70 0.70 0 0 0 0 0 0 0