UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

REINSURANCE GROUP OF AMERICA, INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

Missouri (State or Other Jurisdiction of Incorporation)		1-11848 (Commission File Number)		43-1627032 (IRS Employer Identification Number)

1370 Timberlake Manor Parkway, Chesterfield, Missouri 63017
(Address of Principal Executive Office)

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):

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

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

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

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

 

 

Item 8.01 Other Events

Explanatory Note:

     In anticipation of the filing of a preliminary Prospectus Supplement that is included as a part of the Company’s automatic shelf Registration Statement on Form S-3 (File Nos. 333-131761, 333-131761-01 and 333-131761-02), Reinsurance Group of America, Incorporated (“RGA” or the “Company”) is filing this Current Report on Form 8-K to disclose certain financial and related information for the three- and nine-month periods ended September 30, 2008 that had been previously furnished on earlier Form 8-Ks.

****

     On October 23, 2008, RGA reported net income for the third quarter of $25.2 million, or $0.40 per diluted share, compared to $76.5 million, or $1.19 per diluted share, in the prior-year quarter. Third-quarter net premiums rose 6 percent, to $1,303.6 million, from $1,227.9 million a year ago. Net investment income for the quarter totaled $220.2 million versus $190.5 million the year before.

     Net income for the quarter included approximately $99.8 million in net investment losses, including impairments. This amount is pre-tax and before the impact of deferred acquisition costs (DAC). After tax and DAC, the losses totaled $75.4 million, or approximately 3 percent of shareholders’ equity. The losses were primarily associated with RGA’s investments in the financial services sector, including Lehman Brothers, American International Group (AIG), Washington Mutual, Fannie Mae, Freddie Mac and various mortgage-related structured securities. Additionally, net income included unrealized losses of $21.1 million, after taxes and DAC, due to the decline in the fair value of embedded derivatives associated with modified coinsurance and funds withheld treaties. This non-cash, unrealized loss is due to widening credit spreads on the investment portfolios underlying certain funds withheld annuity reinsurance treaties.

     On a year-to-date basis for 2008, net income totaled $167.4 million or $2.62 per diluted share, compared to $230.2 million, or $3.59 per diluted share, for 2007. Consolidated net premiums were up 11 percent, to $3,960.2 million from $3,561.0 million.

     RGA’s investment profile includes 97 percent of its fixed maturity securities held in the investment grade categories with an average credit rating of “A+”. The structured residential mortgage-backed securities (RMBS) and commercial mortgage-backed securities (CMBS) portfolios continued to be highly rated with 99 percent and 84 percent of the RMBS and CMBS rated “AAA”, respectively. Additionally, 8 percent of the CMBS portfolio was rated in the “AA” category. Gross pre-tax unrealized losses on securities increased to $960.6 million from $486.7 million at June 30, primarily due to spread widening. Net pre-tax unrealized losses totaled $596.3 million at September 30. On an after-tax basis, gross unrealized losses represented approximately 22 percent of total shareholders’ equity, excluding accumulated other comprehensive income.

     RGA’s subprime mortgage exposure, including funds withheld portfolios, totaled $239.6 million in book value, or less than 2 percent of total invested assets, with 75 percent rated “AA” or higher, including 28 percent in the “AAA” category. Approximately 9 percent of the subprime mortgage exposure, or $20.9 million, was rated below investment grade. These figures include the effect of $11.6 million, pre-tax, in write-downs during the quarter. RGA largely avoided investing in securities originated in the second half of 2005 and beyond, which RGA believes was a period of less rigorous underwriting. Exposure to “Alt-A” structured securities totaled $106.5 million, which includes $13.3 million in write-downs during the quarter. Approximately 83 percent of these securities were rated “AA” or better.

     As of September 30, 2008, RGA maintained a strong liquidity profile, positive cash flows from operations and access to additional liquidity through its $750 million syndicated credit facility in addition to a Federal Home Loan Bank borrowing program. RGA has not issued commercial paper and its participation in securities lending programs is immaterial, with less than $20.0 million outstanding at September 30, 2008. RGA’s next scheduled senior debt maturity is in 2011.

     The U.S. segment reported a pre-tax loss of $11.3 million for the quarter versus income of $66.2 million the year before. The current-quarter results include approximately $68.0 million, pre-tax and after DAC, in net realized investment losses, and $32.4 million, pre-tax and after DAC, associated with the change in embedded derivatives associated with funds withheld treaties. Net premiums were up 7 percent to $742.2 million from $691.9 million in the prior-year quarter. On a year-to-date basis, net premiums have increased 7 percent.

     The Company’s Canada operations reported pre-tax net income of $29.7 million compared to $22.8 million a year ago. Net premiums increased 4 percent to $128.9 million from $123.7 million in the prior year. On a year-to-date basis, premiums were up 18 percent. The impact on the current-quarter results from currency exchange rate changes relative to the prior year was immaterial.

     Asia Pacific reported pre-tax net income of $21.2 million compared with $17.2 million in the year-ago quarter. Results were driven by favorable mortality in RGA’s emerging markets, particularly Japan, South Korea and Taiwan.

     Net premiums totaled $254.5 million compared to $240.5 million. The prior-year amount was strong due to the timing of client reporting, which is not unusual in the Company’s business. On a year-to-date basis, net premiums have increased 23 percent. Foreign currency fluctuations positively affected net premiums and pre-tax income by approximately $3.0 million and $1.0 million, respectively, during the quarter.

     Europe and South Africa pre-tax net income increased to $20.8 million from $11.7 million a year ago. Net premiums increased 3 percent to $176.2 million as RGA continued to confront a very competitive environment in the U.K. and a relatively weak British pound. The year-to-date increase in premiums totaled 9 percent. Foreign currency exchange fluctuations adversely affected reported net premiums and pre-tax income for the quarter by approximately $9.4 million and $2.0 million, respectively.

     RGA believes the current environment in the financial markets places a premium on capital adequacy, stability of operations, and effective operating and financial strategies and that its current capital base is adequate to support its business at current operating levels. At the same time, RGA is seeing a number of new business opportunities, as primary companies look to potentially remove risk from their balance sheets through block reinsurance transactions or entire company sales. Some of these transactions could be sizable. To the extent RGA is successful in supporting transactions of this nature through reinsurance structures, it would likely need to add to its equity capital base.

     The Company also announced that its board of directors declared a regular quarterly dividend of $0.09, payable November 28 to shareholders of record for both classes of stock as of November 7.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     This document 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 capital and credit market conditions and their impact on our liquidity, access to capital and cost of capital, (2) the impairment of other financial institutions and its effect on our business, (3) requirements to post collateral or make payments due to declines in market value of assets subject to our collateral arrangements, (4) the fact that the determination of allowances and impairments taken on our investments is highly subjective, (5) adverse changes in mortality, morbidity, lapsation or claims experience, (6) changes in our financial strength and credit ratings and the effect of such changes on our future results of operations and financial condition, (7) inadequate risk analysis and underwriting, (8) general economic conditions or a prolonged economic downturn affecting the demand for insurance and reinsurance in our current and planned markets, (9) the availability and cost of collateral necessary for regulatory reserves and capital, (10) market or economic conditions that adversely affect the value of our investment securities or result in the impairment of all or a portion of the value of certain of our investment securities, (11) market or economic conditions that adversely affect our ability to make timely sales of investment securities, (12) risks inherent in our risk management and investment strategy, including changes in investment portfolio yields due to interest rate or credit quality changes, (13) fluctuations in U.S. or foreign currency exchange rates, interest rates, or securities and real estate markets, (14) adverse litigation or arbitration results, (15) the adequacy of reserves, resources and accurate information relating to settlements, awards and terminated and discontinued lines of business, (16) the stability of and actions by governments and economies in the markets in which we operate, (17) competitive factors and competitors’ responses to our initiatives, (18) the success of our clients, (19) successful execution of our entry into new markets, (20) successful development and introduction of new products and distribution opportunities, (21) our ability to successfully integrate and operate reinsurance business that we acquire, (22) regulatory action that may be taken by state Departments of Insurance with respect to us or our subsidiaries, (23) our dependence on third parties, including those insurance companies and reinsurers to which we cede some reinsurance, third-party investment managers and others, (24) the threat of natural disasters, catastrophes, terrorist attacks, epidemics or pandemics anywhere in the world where we or our clients do business, (25) changes in laws, regulations, and accounting standards applicable to us, our subsidiaries, or our business, (26) the effect of our status as an insurance holding company and regulatory restrictions on our ability to pay principal of and interest on our debt obligations, and (27) 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. For a discussion of the risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements, you are advised to review the risk factors in RGA’s 2007 Form 10-K and its Form 10-Q for the period ending June 30, 2008.

REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(Dollars in thousands)

		Three Months Ended								Nine Months Ended
(Unaudited)		September 30,								September 30,
		2008				2007				2008				2007
Revenues:
Net premiums		$	1,303,590			$	1,227,907			$	3,960,210			$	3,561,003
Investment income, net of related expenses			220,248				190,458				674,642				681,103
Investment related losses, net			(241,307	)			(62,113	)			(403,646	)			(81,977	)
Other revenues			27,764				22,089				81,962				61,637
Total revenues			1,310,295				1,378,341				4,313,168				4,221,766
Benefits and expenses:
Claims and other policy benefits			1,062,948				1,006,864				3,311,287				2,890,012
Interest credited			9,293				30,475				146,190				205,193
Policy acquisition costs and other insurance expenses			124,836				139,081				330,370				500,078
Other operating expenses			63,886				57,284				189,223				169,325
Interest expense			9,935				9,860				54,609				53,545
Collateral finance facility expense			6,851				13,047				21,291				38,940
Total benefits and expenses			1,277,749				1,256,611				4,052,970				3,857,093
Income from continuing operations before income taxes			32,546				121,730				260,198				364,673
Provision for income taxes			7,296				40,932				87,553				127,901
Income from continuing operations			25,250				80,798				172,645				236,772
Discontinued operations:
Loss from discontinued accident and health operations, net of income taxes			(22	)			(4,277	)			(5,210	)			(6,524	)
Net income		$	25,228			$	76,521			$	167,435			$	230,248

REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(In thousands, except per share data)

		Three Months Ended								Nine Months Ended
(Unaudited)		September 30,								September 30,
		2008				2007				2008				2007
Earnings per share from continuing operations:
Basic earnings per share		$	0.41			$	1.30			$	2.77			$	3.83
Diluted earnings per share		$	0.40			$	1.26			$	2.70			$	3.69
Earnings per share from net income:
Basic earnings per share		$	0.40			$	1.23			$	2.69			$	3.73
Diluted earnings per share		$	0.40			$	1.19			$	2.62			$	3.59
Weighted average number of common and common equivalent shares outstanding			63,607				64,212				63,940				64,218

REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES
Selected Invested Asset Data
(Dollars in thousands)

The Company had total cash and invested assets of $16.6 billion and $16.8 billion at September 30, 2008 and December 31, 2007, respectively, as illustrated below:

(Unaudited)

		September 30,				December 31,
Fixed maturity securities, available-for-sale		$	9,121,953			$	9,397,916
Mortgage loans on real estate			782,282				831,557
Policy loans			1,048,517				1,059,439
Funds withheld at interest			4,806,642				4,749,496
Short-term investments			32,520				75,062
Other invested assets			432,982				284,220
Cash and cash equivalents			412,255				404,351
Total cash and invested assets		$	16,637,151			$	16,802,041

The tables below show the major industry types and weighted average credit ratings, which comprise the U.S. and foreign corporate fixed maturity holdings at September 30, 2008 and December 31, 2007:

(Unaudited)

														Average
						Estimated								Credit
September 30, 2008		Amortized Cost				Fair Value				% of Total				Ratings
Finance		$	1,433,689			$	1,176,929				28.1	%			A-
Industrial			1,161,833				1,043,016				24.9	%		BBB
Foreign (1)			1,185,038				1,088,255				26.0	%			A
Utility			531,564				487,337				11.6	%		BBB
Other			437,988				394,038				9.4	%		BBB+
Total		$	4,750,112			$	4,189,575				100.0	%			A-

														Average
						Estimated								Credit
December 31, 2007		Amortized Cost				Fair Value				% of Total				Ratings
Finance		$	1,394,562			$	1,343,539				30.8	%			A
Industrial			1,069,727				1,060,236				24.3	%		BBB+
Foreign (1)			1,040,817				1,050,005				24.1	%			A
Utility			504,678				503,969				11.5	%		BBB
Other			413,977				405,871				9.3	%		BBB+
Total		$	4,423,761			$	4,363,620				100.0	%			A-

REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES
Selected Invested Asset Data
(Dollars in thousands)

The quality of the Company’s available-for-sale fixed maturity securities portfolio, as measured at fair value and by the percentage of fixed maturity securities invested in various ratings categories, relative to the entire available-for-sale fixed maturity security portfolio, at September 30, 2008 and December 31, 2007 was as follows:

(Unaudited)

September 30, 2008

NAIC		Rating Agency		Amortized				Estimated				% of
Designation		Designation		Cost				Fair Value				Total
1		AAA/AA/A		$	7,479,538			$	7,183,940				78.8	%
2		BBB			1,817,281				1,632,806				17.9	%
3		BB			253,665				231,706				2.5	%
4		B			58,868				43,503				0.5	%
5		CCC and lower			31,336				27,361				0.3	%
6		In or near default			2,636				2,637				—	%
		Total		$	9,643,324			$	9,121,953				100.0	%

December 31, 2007

NAIC		Rating Agency		Amortized				Estimated				% of
Designation		Designation		Cost				Fair Value				Total
1		AAA/AA/A		$	7,022,497			$	7,521,177				80.0	%
2		BBB			1,628,431				1,617,983				17.2	%
3		BB			201,868				198,487				2.1	%
4		B			47,013				43,680				0.5	%
5		CCC and lower			16,800				16,502				0.2	%
6		In or near default			83				87				—	%
		Total		$	8,916,692			$	9,397,916				100.0	%

The following table presents the total gross unrealized losses for fixed maturity securities and equity securities as of September 30, 2008 and December 31, 2007 where the estimated fair value had declined and remained below amortized cost by the indicated amount:

		September 30, 2008								December 31, 2007
		Gross								Gross
		Unrealized				% of				Unrealized				% of
(Unaudited)		Losses				Total				Losses				Total
Less than 20%		$	472,148				49.1	%		$	159,563				80.5	%
20% or more for less than six months			381,221				39.7	%			35,671				18.0	%
20% or more for six months or greater			107,273				11.2	%			2,981				1.5	%
Total		$	960,642				100.0	%		$	198,215				100.0	%

REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES
U.S. Operations
(Dollars in thousands)
(Unaudited)

		Three Months Ended September 30, 2008
						Asset-				Financial				Total
		Traditional				Intensive				Reinsurance				U.S.
Revenues:
Net premiums		$	740,502			$	1,719			$	—			$	742,221
Investment income, net of related expenses			99,991				43,727				192				143,910
Investment related losses, net			(62,065	)			(132,280	)			(136	)			(194,481	)
Other revenues			(42	)			15,051				3,644				18,653
Total revenues			778,386				(71,783	)			3,700				710,303
Benefits and expenses:
Claims and other policy benefits			632,258				2,040				—				634,298
Interest credited			15,221				(6,005	)			—				9,216
Policy acquisition costs and other insurance expenses			107,199				(45,043	)			252				62,408
Other operating expenses			12,756				2,167				747				15,670
Total benefits and expenses			767,434				(46,841	)			999				721,592
Income (loss) before income taxes		$	10,952			$	(24,942	)		$	2,701			$	(11,289	)

REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES
U.S. Operations
(Dollars in thousands)
(Unaudited)

		Three Months Ended September 30, 2007
						Asset-				Financial				Total
		Traditional				Intensive				Reinsurance				U.S.
Revenues:
Net premiums		$	690,388			$	1,555			$	—			$	691,943
Investment income, net of related expenses			89,221				28,870				(9	)			118,082
Investment related losses, net			(5,457	)			(58,384	)			(2	)			(63,843	)
Other revenues			242				11,095				7,205				18,542
Total revenues			774,394				(16,864	)			7,194				764,724
Benefits and expenses:
Claims and other policy benefits			572,871				2,280				—				575,151
Interest credited			14,845				15,457				—				30,302
Policy acquisition costs and other insurance expenses			99,759				(22,880	)			1,831				78,710
Other operating expenses			11,631				1,757				1,021				14,409
Total benefits and expenses			699,106				(3,386	)			2,852				698,572
Income (loss) before income taxes		$	75,288			$	(13,478	)		$	4,342			$	66,152

REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES
U.S. Operations
(Dollars in thousands)
(Unaudited)

		Nine Months Ended September 30, 2008
						Asset-				Financial				Total
		Traditional				Intensive				Reinsurance				U.S.
Revenues:
Net premiums		$	2,218,726			$	4,974			$	—			$	2,223,700
Investment income, net of related expenses			294,884				149,678				588				445,150
Investment related losses, net			(65,210	)			(290,878	)			(139	)			(356,227	)
Other revenues			570				40,757				10,702				52,029
Total revenues			2,448,970				(95,469	)			11,151				2,364,652
Benefits and expenses:
Claims and other policy benefits			1,908,418				3,090				—				1,911,508
Interest credited			44,935				100,958				—				145,893
Policy acquisition costs and other insurance expenses			296,480				(149,707	)			700				147,473
Other operating expenses			38,115				6,341				2,160				46,616
Total benefits and expenses			2,287,948				(39,318	)			2,860				2,251,490
Income (loss) before income taxes		$	161,022			$	(56,151	)		$	8,291			$	113,162

REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES
U.S. Operations
(Dollars in thousands)
(Unaudited)

		Nine Months Ended September 30, 2007
						Asset-				Financial				Total
		Traditional				Intensive				Reinsurance				U.S.
Revenues:
Net premiums		$	2,078,560			$	4,779			$	—			$	2,083,339
Investment income, net of related expenses			261,300				214,141				110				475,551
Investment related losses, net			(10,292	)			(64,599	)			(9	)			(74,900	)
Other revenues			648				28,209				18,940				47,797
Total revenues			2,330,216				182,530				19,041				2,531,787
Benefits and expenses:
Claims and other policy benefits			1,710,076				6,250				1				1,716,327
Interest credited			43,694				159,939				—				203,633
Policy acquisition costs and other insurance expenses			300,946				16,163				6,026				323,135
Other operating expenses			35,103				5,083				2,962				43,148
Total benefits and expenses			2,089,819				187,435				8,989				2,286,243
Income (loss) before income taxes		$	240,397			$	(4,905	)		$	10,052			$	245,544

REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES
Canada Operations
(Dollars in thousands)

		Three Months Ended
(Unaudited)		September 30,
		2008				2007
Revenues:
Net premiums		$	128,930			$	123,676
Investment income, net of related expenses			35,836				31,057
Investment related gains (losses), net			(1,183	)			2,713
Other revenues			4,289				1
Total revenues			167,872				157,447
Benefits and expenses:
Claims and other policy benefits			104,339				106,416
Interest credited			77				170
Policy acquisition costs and other insurance expenses			27,591				23,118
Other operating expenses			6,132				4,945
Total benefits and expenses			138,139				134,649
Income before income taxes		$	29,733			$	22,798

		Nine Months Ended
(Unaudited)		September 30,
		2008				2007
Revenues:
Net premiums		$	407,452			$	345,748
Investment income, net of related expenses			107,561				89,852
Investment related gains (losses), net			(1,264	)			7,145
Other revenues			17,506				180
Total revenues			531,255				442,925
Benefits and expenses:
Claims and other policy benefits			353,756				303,231
Interest credited			297				541
Policy acquisition costs and other insurance expenses			79,543				62,937
Other operating expenses			17,477				14,182
Total benefits and expenses			451,073				380,891
Income before income taxes		$	80,182			$	62,034

REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES
Europe & South Africa
(Dollars in thousands)

		Three Months Ended
(Unaudited)		September 30,
		2008				2007
Revenues:
Net premiums		$	176,184			$	170,774
Investment income, net of related expenses			9,065				5,569
Investment related losses, net			(4,703	)			(863	)
Other revenues			33				(43	)
Total revenues			180,579				175,437
Benefits and expenses:
Claims and other policy benefits			122,521				127,281
Interest credited			—				3
Policy acquisition costs and other insurance expenses			21,559				22,592
Other operating expenses			15,708				13,872
Total benefits and expenses			159,788				163,748
Income before income taxes		$	20,791			$	11,689

		Nine Months Ended
(Unaudited)		September 30,
		2008				2007
Revenues:
Net premiums		$	550,870			$	503,366
Investment income, net of related expenses			25,394				18,446
Investment related losses, net			(4,089	)			(1,717	)
Other revenues			161				61
Total revenues			572,336				520,156
Benefits and expenses:
Claims and other policy benefits			425,516				370,263
Interest credited			—				1,019
Policy acquisition costs and other insurance expenses			54,815				65,781
Other operating expenses			48,130				38,434
Total benefits and expenses			528,461				475,497
Income before income taxes		$	43,875			$	44,659

REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES
Asia Pacific
(Dollars in thousands)

		Three Months Ended
(Unaudited)		September 30,
		2008				2007
Revenues:
Net premiums		$	254,497			$	240,476
Investment income, net of related expenses			12,272				9,134
Investment related losses, net			(3,821	)			(367	)
Other revenues			2,811				2,105
Total revenues			265,759				251,348
Benefits and expenses:
Claims and other policy benefits			201,707				197,827
Policy acquisition costs and other insurance expenses			25,053				22,833
Other operating expenses			17,774				13,448
Total benefits and expenses			244,534				234,108
Income before income taxes		$	21,225			$	17,240

		Nine Months Ended
(Unaudited)		September 30,
		2008				2007
Revenues:
Net premiums		$	773,148			$	626,285
Investment income, net of related expenses			36,083				26,407
Investment related losses, net			(4,817	)			(937	)
Other revenues			7,214				6,515
Total revenues			811,628				658,270
Benefits and expenses:
Claims and other policy benefits			620,387				499,974
Policy acquisition costs and other insurance expenses			81,520				75,620
Other operating expenses			48,677				39,495
Total benefits and expenses			750,584				615,089
Income before income taxes		$	61,044			$	43,181

REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES
Corporate and Other
(Dollars in thousands)

		Three Months Ended
(Unaudited)		September 30,
		2008				2007
Revenues:
Net premiums		$	1,758			$	1,038
Investment income, net of related expenses			19,165				26,616
Investment related gains (losses), net			(37,119	)			247
Other revenues			1,978				1,484
Total revenues			(14,218	)			29,385
Benefits and expenses:
Claims and other policy benefits			83				189
Policy acquisition costs and other insurance expenses			(11,775	)			(8,172	)
Other operating expenses			8,602				10,610
Interest expense			9,935				9,860
Collateral finance facility expense			6,851				13,047
Total benefits and expenses			13,696				25,534
Income (loss) before income taxes		$	(27,914	)		$	3,851

		Nine Months Ended
(Unaudited)		September 30,
		2008				2007
Revenues:
Net premiums		$	5,040			$	2,265
Investment income, net of related expenses			60,454				70,847
Investment related losses, net			(37,249	)			(11,568	)
Other revenues			5,052				7,084
Total revenues			33,297				68,628
Benefits and expenses:
Claims and other policy benefits			120				217
Policy acquisition costs and other insurance expenses			(32,981	)			(27,395	)
Other operating expenses			28,323				34,066
Interest expense			54,609				53,545
Collateral finance facility expense			21,291				38,940
Total benefits and expenses			71,362				99,373
Loss before income taxes		$	(38,065	)		$	(30,745	)

Selected Investment Detail as of September 30, 2008

The Company had total cash and invested assets of $16.6 billion and $16.8 billion at September 30, 2008 and December 31, 2007, respectively, as illustrated below (dollars in thousands):

		September 30, 2008				December 31, 2007
Fixed maturity securities, available-for-sale		$	9,121,953			$	9,397,916
Mortgage loans on real estate			782,282				831,557
Policy loans			1,048,517				1,059,439
Funds withheld at interest			4,806,642				4,749,496
Short-term investments			32,520				75,062
Other invested assets			432,982				284,220
Cash and cash equivalents			412,255				404,351
Total cash and invested assets		$	16,637,151			$	16,802,041

The following table presents consolidated invested assets, net investment income and investment yield, excluding funds withheld. Funds withheld assets are primarily associated with the reinsurance of annuity contracts on which the Company earns a spread. Fluctuations in the yield on funds withheld assets are generally offset by a corresponding adjustment to the interest credited on the liabilities (dollars in thousands).

		Three months ended September 30,												Nine months ended September 30,
		2008				2007				Increase				2008				2007				Increase
Average invested assets at amortized cost		$	12,185,216			$	10,996,941				10.8	%		$	11,632,451			$	10,497,605				10.8	%
Net investment income			179,193				161,311				11.1	%			523,681				466,449				12.3	%
Investment yield (ratio of net investment income to average invested assets)			6.01	%			6.00	%		1		bp			6.05	%			5.97	%		8		bps

The amortized cost, gross unrealized gains and losses, and estimated fair values of investments in fixed maturity securities and equity securities, the percentage that each sector represents by the total fixed maturity securities holdings and by the total equity securities holdings at September 30, 2008 and December 31, 2007 are as follows (dollars in thousands):

														Estimated
		Amortized				Unrealized				Unrealized				Fair				% of
September 30, 2008		Cost				Gains				Losses				Value				Total
Available-for-sale:
U.S. corporate securities		$	3,565,074			$	5,682			$	(469,436	)		$	3,101,320				34.0	%
Canadian and Canadian provincial governments			1,678,671				330,369				(40,926	)			1,968,114				21.6	%
Residential mortgage-backed securities			1,302,991				6,776				(47,052	)			1,262,715				13.9	%
Foreign corporate securities			1,185,038				11,588				(108,371	)			1,088,255				11.9	%
Asset-backed securities			483,308				1,316				(88,717	)			395,907				4.3	%
Commercial mortgage-backed securities			1,029,457				891				(124,917	)			905,431				9.9	%
U.S. government and agencies			8,250				298				—				8,548				0.1	%
State and political subdivisions			46,630				25				(4,587	)			42,068				0.5	%
Other foreign government securities			343,905				7,032				(1,342	)			349,595				3.8	%
Total fixed maturity securities		$	9,643,324			$	363,977			$	(885,348	)		$	9,121,953				100.0	%
Non-redeemable preferred stock		$	187,966			$	14			$	(72,830	)		$	115,150				77.5	%
Common stock			35,571				336				(2,464	)			33,443				22.5	%
Total equity securities		$	223,537			$	350			$	(75,294	)		$	148,593				100.0	%

														Estimated
		Amortized				Unrealized				Unrealized				Fair				% of
December 31, 2007		Cost				Gains				Losses				Value				Total
Available-for-sale:
U.S. corporate securities		$	3,382,944			$	27,350			$	96,679			$	3,313,615				35.3	%
Canadian and Canadian provincial governments			1,561,700				570,691				1,163				2,131,228				22.7	%
Residential mortgage-backed securities			1,414,187				12,306				12,216				1,414,277				15.0	%
Foreign corporate securities			1,040,817				35,159				25,971				1,050,005				11.2	%
Asset-backed securities			494,458				1,252				31,456				464,254				4.9	%
Commercial mortgage-backed securities			641,479				8,835				5,087				645,227				6.9	%
U.S. government and agencies			3,244				209				1				3,452				—	%
State and political subdivisions			52,254				152				945				51,461				0.5	%
Other foreign government securities			325,609				3,300				4,512				324,397				3.5	%
Total fixed maturity securities		$	8,916,692			$	659,254			$	178,030			$	9,397,916				100.0	%
Non-redeemable preferred stock		$	144,942			$	986			$	19,953			$	125,975				91.8	%
Common stock			11,483				2				232				11,253				8.2	%
Total equity securities		$	156,425			$	988			$	20,185			$	137,228				100.0	%

The table below shows the major industry types and weighted average credit ratings, which comprise the U.S. and foreign corporate fixed maturity holdings at (dollars in thousands):

		September 30, 2008
						Estimated								Average Credit
		Amortized Cost				Fair Value				% of Total				Ratings
Finance		$	1,433,689			$	1,176,929				28.1	%		A-
Industrial			1,161,833				1,043,016				24.9	%		BBB
Foreign (1)			1,185,038				1,088,255				26.0	%		A
Utility			531,564				487,337				11.6	%		BBB
Other			437,988				394,038				9.4	%		BBB+
Total		$	4,750,112			$	4,189,575				100.0	%		A

		December 31, 2007
						Estimated								Average Credit
		Amortized Cost				Fair Value				% of Total				Ratings
Finance		$	1,394,562			$	1,343,539				30.8	%		A
Industrial			1,069,727				1,060,236				24.3	%		BBB+
Foreign (1)			1,040,817				1,050,005				24.1	%		A
Utility			504,678				503,969				11.5	%		BBB
Other			413,977				405,871				9.3	%		BBB+
Total		$	4,423,761			$	4,363,620				100.0	%	A-

The quality of the Company’s available-for-sale fixed maturity securities portfolio, as measured at fair value and by the percentage of fixed maturity securities invested in various ratings categories, relative to the entire available-for-sale fixed maturity security portfolio, at September 30, 2008 and December 31, 2007 was as follows (dollars in thousands):

		September 30, 2008																December 31, 2007
NAIC		Rating Agency				Amortized				Estimated				% of				Amortized				Estimated				% of
Designation		Designation				Cost				Fair Value				Total				Cost				Fair Value				Total
1		AAA/AA/A				$	7,479,538			$	7,183,940				78.8	%		$	7,022,497			$	7,521,177				80.0	%
2		BBB					1,817,281				1,632,806				17.9	%			1,628,431				1,617,983				17.2	%
3		BB					253,665				231,706				2.5	%			201,868				198,487				2.1	%
4		B					58,868				43,503				0.5	%			47,013				43,680				0.5	%
5		CCC and lower					31,336				27,361				0.3	%			16,800				16,502				0.2	%
6		In or near default					2,636				2,637				—	%			83				87				—	%
		Total				$	9,643,324			$	9,121,953				100.0	%		$	8,916,692			$	9,397,916				100.0	%

The Company’s fixed maturity portfolio includes structured securities. The following table shows the types of structured securities the Company held at:

		September 30, 2008								December 31, 2007
		Amortized				Estimated				Amortized				Estimated
(dollars in thousands)		Cost				Fair Value				Cost				Fair Value
Residential mortgage-backed securities:
Collateralized mortgage obligations		$	932,046			$	892,959			$	1,018,597			$	1,016,195
Pass-through securities			370,945				369,756				395,590				398,081
Total residential mortgage-backed securities			1,302,991				1,262,715				1,414,187				1,414,276
Commercial mortgage-backed securities			1,029,457				905,431				641,479				645,227
Asset-backed securities			483,308				395,907				494,458				464,254
Total		$	2,815,756			$	2,564,053			$	2,550,124			$	2,523,757

As of September 30, 2008 and December 31, 2007, the Company held investments in securities with subprime mortgage exposure with amortized costs totaling $239.6 million and $267.7 million, and estimated fair values of $177.4 million and $246.8 million, respectively. Those amounts include exposure to subprime mortgages through securities held directly in the Company’s investment portfolios within asset-backed securities, as well as securities backing the Company’s funds withheld at interest investment. The following tables summarize the securities by rating and underwriting year at September 30, 2008 and December 31, 2007 (dollars in thousands):

		September 30, 2008
		AAA								AA								A
						Estimated								Estimated								Estimated
Underwriting Year		Amortized Cost				Fair Value				Amortized Cost				Fair Value				Amortized Cost				Fair Value
2003 & Prior		$	11,419			$	10,586			$	6,580			$	4,746			$	1,868			$	1,337
2004			—				—				39,335				30,741				13,560				10,791
2005			48,481				40,885				57,019				38,337				6,516				3,362
2006			5,018				3,135				9,498				5,480				—				—
2007			2,250				1,820				888				615				10,490				5,175
Total		$	67,168			$	56,426			$	113,320			$	79,919			$	32,434			$	20,665

		BBB								Below Investment Grade								Total
						Estimated								Estimated								Estimated
Underwriting Year		Amortized Cost				Fair Value				Amortized Cost				Fair Value				Amortized Cost				Fair Value
2003 & Prior		$	1,221			$	217			$	—			$	—			$	21,088			$	16,886
2004			—				—				9,071				6,610				61,966				48,142
2005			1,323				1,323				4,173				4,168				117,512				88,075
2006			3,223				1,823				—				—				17,739				10,438
2007			—				—				7,639				6,288				21,267				13,898
Total		$	5,767			$	3,363			$	20,883			$	17,066			$	239,572			$	177,439