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Table of Contents


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, 2016
  
 
 
  
 
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)
16600 Swingley Ridge Road
Chesterfield, Missouri 63017
(Address of principal executive offices)
(636) 736-7000
(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 T  No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes T  No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer T       Accelerated filer o      Non-accelerated filer o       Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o  No T
As of July 31, 2016, 64,065,779 shares of the registrant’s common stock were outstanding.


Table of Contents


REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES
TABLE OF CONTENTS
 
Item
  
 
  
Page
 
 
 
 
  
PART I – FINANCIAL INFORMATION
  
 
 
 
 
1
  
  
 
 
  
  
 
  
  
 
  
  
 
  
  
 
  
  
 
 
 
 
 
 
 
 
     3. Equity
 
 
 
     4. Investments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
     9. Income Tax
 
 
 
 
 
 
 
 
 
     12. Reinsurance
 
 
 
 
 
 
 
2
  
  
3
  
  
4
  
  
 
 
 
 
  
PART II – OTHER INFORMATION
  
 
 
 
 
1
  
  
1A
  
  
2
  
  
6
  
  
 
  
  
 
  
  

2

Table of Contents


PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements

REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
 
June 30,
2016
 
December 31,
2015
 
 
(Dollars in thousands, except share data)
 
Assets
 
 
 
 
Fixed maturity securities:
 
 
 
 
Available-for-sale at fair value (amortized cost of $30,076,884 and $28,322,977)
 
$
33,160,976

 
$
29,642,905

Mortgage loans on real estate (net of allowances of $6,499 and $6,813)
 
3,377,039

 
3,129,951

Policy loans
 
1,445,410

 
1,468,796

Funds withheld at interest
 
5,899,289

 
5,880,203

Short-term investments
 
195,979

 
558,284

Other invested assets
 
1,682,143

 
1,298,120

Total investments
 
45,760,836

 
41,978,259

Cash and cash equivalents
 
1,034,329

 
1,525,275

Accrued investment income
 
368,926

 
339,452

Premiums receivable and other reinsurance balances
 
1,917,844

 
1,797,504

Reinsurance ceded receivables
 
681,425

 
637,859

Deferred policy acquisition costs
 
3,401,935

 
3,392,437

Other assets
 
711,408

 
712,366

Total assets
 
$
53,876,703

 
$
50,383,152

Liabilities and Stockholders’ Equity
 
 
 
 
Future policy benefits
 
$
19,605,021

 
$
19,612,251

Interest-sensitive contract liabilities
 
14,024,012

 
13,663,873

Other policy claims and benefits
 
4,305,219

 
4,094,640

Other reinsurance balances
 
344,527

 
296,899

Deferred income taxes
 
2,901,264

 
2,218,328

Other liabilities
 
1,157,252

 
1,165,071

Short-term debt
 
299,807

 

Long-term debt
 
2,788,473

 
2,297,548

Collateral finance and securitization notes
 
870,482

 
899,161

Total liabilities
 
46,296,057

 
44,247,771

Commitments and contingent liabilities (See Note 8)
 


 


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, 140,000,000 shares authorized, 79,137,758 shares issued at June 30, 2016 and December 31, 2015
 
791

 
791

Additional paid-in capital
 
1,834,995

 
1,816,142

Retained earnings
 
4,870,711

 
4,620,303

Treasury stock, at cost - 15,068,009 and 13,933,232 shares
 
(1,111,225
)
 
(1,010,139
)
Accumulated other comprehensive income
 
1,985,374

 
708,284

Total stockholders’ equity
 
7,580,646

 
6,135,381

Total liabilities and stockholders’ equity
 
$
53,876,703

 
$
50,383,152

See accompanying notes to condensed consolidated financial statements (unaudited).

3

Table of Contents


REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 
 
 
Three months ended June 30,
 
Six months ended June 30,
 
 
2016
 
2015
 
2016
 
2015
Revenues:
 
(Dollars in thousands, except per share data)
Net premiums
 
$
2,346,945

 
$
2,129,043

 
$
4,503,950

 
$
4,152,895

Investment income, net of related expenses
 
507,666

 
450,539

 
924,932

 
877,430

Investment related gains (losses), net:
 
 
 
 
 
 
 
 
Other-than-temporary impairments on fixed maturity securities
 
(846
)
 
(4,137
)
 
(34,663
)
 
(6,664
)
Other investment related gains (losses), net
 
119,110

 
(12,041
)
 
32,041

 
(1,931
)
Total investment related gains (losses), net
 
118,264

 
(16,178
)
 
(2,622
)
 
(8,595
)
Other revenues
 
66,193

 
66,936

 
125,376

 
129,223

Total revenues
 
3,039,068

 
2,630,340

 
5,551,636

 
5,150,953

Benefits and Expenses:
 
 
 
 
 
 
 
 
Claims and other policy benefits
 
1,997,502

 
1,866,183

 
3,884,266

 
3,641,634

Interest credited
 
95,849

 
77,246

 
183,754

 
197,924

Policy acquisition costs and other insurance expenses
 
405,681

 
300,412

 
639,444

 
577,455

Other operating expenses
 
159,895

 
131,600

 
317,319

 
253,218

Interest expense
 
20,331

 
35,851

 
53,138

 
71,478

Collateral finance and securitization expense
 
6,587

 
5,258

 
12,912

 
11,329

Total benefits and expenses
 
2,685,845

 
2,416,550

 
5,090,833

 
4,753,038

 Income before income taxes
 
353,223

 
213,790

 
460,803

 
397,915

Provision for income taxes
 
117,120

 
83,399

 
148,228

 
142,410

Net income
 
$
236,103

 
$
130,391

 
$
312,575

 
$
255,505

Earnings per share:
 
 
 
 
 
 
 
 
Basic earnings per share
 
$
3.68

 
$
1.97

 
$
4.86

 
$
3.80

Diluted earnings per share
 
$
3.64

 
$
1.94

 
$
4.81

 
$
3.76

Dividends declared per share
 
$
0.37

 
$
0.33

 
$
0.74

 
$
0.66

See accompanying notes to condensed consolidated financial statements (unaudited).

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REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
 
 
 
Three months ended June 30,
 
Six months ended June 30,
 
 
2016
 
2015
 
2016
 
2015
Comprehensive income (loss)
 
(Dollars in thousands)
Net income
 
$
236,103

 
$
130,391

 
$
312,575

 
$
255,505

Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
 
9,942

 
21,935

 
87,675

 
(95,836
)
Net unrealized investment gains
 
643,893

 
(757,641
)
 
1,191,118

 
(413,717
)
Defined benefit pension and postretirement plan adjustments
 
1,156

 
834

 
(1,703
)
 
1,788

Total other comprehensive income (loss), net of tax
 
654,991

 
(734,872
)
 
1,277,090

 
(507,765
)
Total comprehensive income (loss)
 
$
891,094

 
$
(604,481
)
 
$
1,589,665

 
$
(252,260
)
See accompanying notes to condensed consolidated financial statements (unaudited).

5

Table of Contents


REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
 
Six months ended June 30,
 
 
2016
 
2015
 
 
 (Dollars in thousands)
Cash Flows from Operating Activities:
 
 
 
 
Net income
 
$
312,575

 
$
255,505

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Change in operating assets and liabilities:
 
 
 
 
Accrued investment income
 
(34,705
)
 
(26,656
)
Premiums receivable and other reinsurance balances
 
(98,610
)
 
(19,683
)
Deferred policy acquisition costs
 
(5,435
)
 
5,136

Reinsurance ceded receivable balances
 
(60,465
)
 
(115,355
)
Future policy benefits, other policy claims and benefits, and other reinsurance balances
 
380,297

 
353,946

Deferred income taxes
 
101,163

 
77,047

Other assets and other liabilities, net
 
(43,708
)
 
42,363

Amortization of net investment premiums, discounts and other
 
(42,843
)
 
(39,021
)
Investment related (gains) losses, net
 
2,622

 
8,595

Other, net
 
83,555

 
63,815

Net cash provided by operating activities
 
594,446

 
605,692

Cash Flows from Investing Activities:
 
 
 
 
Sales of fixed maturity securities available-for-sale
 
2,271,414

 
2,742,814

Maturities of fixed maturity securities available-for-sale
 
273,552

 
232,712

Sales of equity securities
 
132,932

 
50,083

Principal payments on mortgage loans on real estate
 
294,843

 
166,583

Principal payments on policy loans
 
25,065

 
441

Purchases of fixed maturity securities available-for-sale
 
(4,416,290
)
 
(2,806,351
)
Purchases of equity securities
 
(408,684
)
 
(68,116
)
Cash invested in mortgage loans on real estate
 
(543,454
)
 
(531,317
)
Cash invested in policy loans
 
(1,679
)
 
(686
)
Cash invested in funds withheld at interest
 
(27,868
)
 
(57,708
)
Purchase of businesses, net of cash acquired of $19,377
 

 
(191,450
)
Purchases of property and equipment
 

 
(22,944
)
Cash paid under securities repurchase agreements
 

 
(101,203
)
Change in short-term investments
 
350,062

 
22,543

Change in other invested assets
 
(8,100
)
 
91,562

Net cash used in investing activities
 
(2,058,207
)
 
(473,037
)
Cash Flows from Financing Activities:
 
 
 
 
Dividends to stockholders
 
(47,746
)
 
(44,519
)
Repayment of collateral finance and securitization notes
 
(35,369
)
 
(17,632
)
Proceeds from issuance of collateral finance and securitization notes
 

 
160,060

Proceeds from long-term debt issuance
 
799,984

 

Debt issuance costs
 
(9,026
)
 
(1,170
)
Principal payments of long-term debt
 
(1,227
)
 
(1,178
)
Purchases of treasury stock
 
(120,806
)
 
(262,515
)
Exercise of stock options, net
 
5,219

 
12,641

Change in cash collateral for derivative positions and other arrangements
 
57,055

 
(31,244
)
Deposits on universal life and other investment type policies and contracts
 
513,679

 
132,679

Withdrawals on universal life and other investment type policies and contracts
 
(208,743
)
 
(363,600
)
Net cash provided by (used in) financing activities
 
953,020

 
(416,478
)
Effect of exchange rate changes on cash
 
19,795

 
(26,185
)
Change in cash and cash equivalents
 
(490,946
)
 
(310,008
)
Cash and cash equivalents, beginning of period
 
1,525,275

 
1,645,669

Cash and cash equivalents, end of period
 
$
1,034,329

 
$
1,335,661

Supplemental disclosures of cash flow information:
 
 
 
 
Interest paid
 
$
68,445

 
$
74,637

Income taxes paid, net of refunds
 
$
43,838

 
$
(19,307
)
Non-cash transactions:
 
 
 
 
Transfer of invested assets
 
$
1,730

 
$
118

Accrual for capitalized assets
 
$

 
$
2,121

Purchase of businesses:
 
 
 
 
Assets acquired, excluding cash acquired
 
$

 
$
3,681,699

Liabilities assumed
 

 
(3,490,249
)
Net cash paid on purchase
 
$

 
$
191,450

See accompanying notes to condensed consolidated financial statements (unaudited).

6

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REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
 
1.
Business and Basis of Presentation
Reinsurance Group of America, Incorporated (“RGA”) is an insurance holding company that was formed on December 31, 1992. The accompanying unaudited condensed consolidated financial statements of RGA and its subsidiaries (collectively, the “Company”) have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these condensed consolidated financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments, including normal recurring adjustments necessary for a fair presentation have been included. Results for the six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. These unaudited condensed consolidated financial statements include the accounts of RGA and its subsidiaries, and all intercompany accounts and transactions have been eliminated. These condensed consolidated statements should be read in conjunction with the Company’s 2015 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 29, 2016 (the "2015 Annual Report").
2.
Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share on net income (in thousands, except per share information):
 
 
Three months ended June 30,
 
Six months ended June 30,
 
 
2016
 
2015
 
2016
 
2015
Earnings:
 
 
 
 
 
 
 
 
Net income (numerator for basic and diluted calculations)
 
$
236,103

 
$
130,391

 
$
312,575

 
$
255,505

Shares:
 
 
 
 
 
 
 
 
Weighted average outstanding shares (denominator for basic calculation)
 
64,126

 
66,351

 
64,348

 
67,246

Equivalent shares from outstanding stock options
 
670

 
769

 
660

 
785

Denominator for diluted calculation
 
64,796

 
67,120

 
65,008

 
68,031

Earnings per share:
 
 
 
 
 
 
 
 
Basic
 
$
3.68

 
$
1.97

 
$
4.86

 
$
3.80

Diluted
 
$
3.64

 
$
1.94

 
$
4.81

 
$
3.76

The calculation of common equivalent shares does not include the impact of options having a strike or conversion price that exceeds the average stock price for the earnings period, as the result would be antidilutive. The calculation of common equivalent shares also excludes the impact of outstanding performance contingent shares, as the conditions necessary for their issuance have not been satisfied as of the end of the reporting period. For the three months ended June 30, 2016, no stock options and approximately 0.7 million performance contingent shares were excluded from the calculation. For the three months ended June 30, 2015, no stock options and approximately 0.7 million performance contingent shares were excluded from the calculation. Year-to-date amounts for equivalent shares from outstanding stock options and performance contingent shares are the weighted average of the individual quarterly amounts.

7

Table of Contents


3.
Equity
Common Stock
The changes in number of common stock shares, issued, held in treasury and outstanding are as follows for the periods indicated:
 
 
Issued
 
Held In Treasury
 
Outstanding
Balance, December 31, 2015
 
79,137,758

 
13,933,232

 
65,204,526

Common stock acquired
 

 
1,352,211

 
(1,352,211
)
Stock-based compensation (1)
 

 
(217,434
)
 
217,434

Balance, June 30, 2016
 
79,137,758

 
15,068,009

 
64,069,749

 
 
Issued
 
Held In Treasury
 
Outstanding
Balance, December 31, 2014
 
79,137,758

 
10,364,797

 
68,772,961

Common stock acquired
 

 
2,791,360

 
(2,791,360
)
Stock-based compensation (1)
 

 
(440,059
)
 
440,059

Balance, June 30, 2015
 
79,137,758

 
12,716,098

 
66,421,660

(1)
Represents net shares issued from treasury pursuant to the Company's equity-based compensation programs.
Common Stock Held in Treasury
Common stock held in treasury is accounted for at average cost. Gains resulting from the reissuance of common stock held in treasury are credited to additional paid-in capital. Losses resulting from the reissuance of common stock held in treasury are charged first to additional paid-in capital to the extent the Company has previously recorded gains on treasury share transactions, then to retained earnings.
On January 21, 2016, RGA's board of directors authorized a share repurchase program for up to $400.0 million of RGA's outstanding common stock. The authorization was effective immediately and does not have an expiration date. In connection with this new authorization, the board of directors terminated the stock repurchase authority granted in 2015. During the first six months of 2016, RGA repurchased 1.4 million shares of common stock under this program for $116.1 million.
Accumulated Other Comprehensive Income (Loss)
The balance of and changes in each component of accumulated other comprehensive income (loss) (“AOCI”) for the six months ended June 30, 2016 and 2015 are as follows (dollars in thousands):
 
 
AOCI, Net of Income Tax
 
 
Accumulated
Currency
Translation
Adjustments
 
Unrealized
Appreciation
(Depreciation)
of Investments(1)
 
Pension and
Postretirement
Benefits
 
Total
Balance, December 31, 2015
 
$
(181,151
)
 
$
935,697

 
$
(46,262
)
 
$
708,284

Other comprehensive income before reclassifications
 
99,374

 
1,759,753

 
(6,083
)
 
1,853,044

Amounts reclassified to (from) AOCI
 

 
(24,366
)
 
3,467

 
(20,899
)
Deferred income tax benefit (expense)
 
(11,699
)
 
(544,269
)
 
913

 
(555,055
)
Balance, June 30, 2016
 
$
(93,476
)
 
$
2,126,815

 
$
(47,965
)
 
$
1,985,374

 
 
AOCI, Net of Income Tax
 
 
Accumulated
Currency
Translation
Adjustments
 
Unrealized
Appreciation
(Depreciation)
of Investments(1)
 
Pension and
Postretirement
Benefits
 
Total
Balance, December 31, 2014
 
$
81,847

 
$
1,624,773

 
$
(49,491
)
 
$
1,657,129

Other comprehensive income before reclassifications
 
(89,220
)
 
(612,314
)
 
733

 
(700,801
)
Amounts reclassified to (from) AOCI
 

 
(6,192
)
 
1,965

 
(4,227
)
Deferred income tax benefit (expense)
 
(6,616
)
 
204,789

 
(910
)
 
197,263

Balance, June 30, 2015
 
$
(13,989
)
 
$
1,211,056

 
$
(47,703
)
 
$
1,149,364

(1)
Includes cash flow hedges of $(41,192) and $(29,397) as of June 30, 2016 and December 31, 2015, respectively, and $(23,901) and $(31,591) as of June 30, 2015 and December 31, 2014, respectively. See Note 5 - “Derivative Instruments” for additional information on cash flow hedges.




8

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The following table presents the amounts of AOCI reclassifications for the three and six months ended June 30, 2016 and 2015 (dollars in thousands):
 
Amount Reclassified from AOCI
 
 
 
Three months ended June 30,
 
Six months ended June 30,
 
 
Details about AOCI Components
2016
 
2015
 
2016
 
2015
 
Affected Line Item in 
Statements of Income
Net unrealized investment gains (losses):
 
 
 
 
 
 
 
 
 
Net unrealized gains (losses) on available-for-sale securities
$
30,190

 
$
1,829

 
$
11,899

 
$
4,908

 
Investment related gains (losses), net
Cash flow hedges - Interest rate swaps
93

 
231

 
253

 
291

 
(1)
Cash flow hedges - Forward bond purchase commitments
(1,045
)
 
1,807

 
(257
)
 
967

 
(1)
Deferred policy acquisition costs attributed to unrealized gains and losses
5,365

 
(4,307
)
 
12,471

 
26

 
(2)
Total
34,603

 
(440
)
 
24,366

 
6,192

 
 
Provision for income taxes
(9,646
)
 
(245
)
 
(4,996
)
 
(537
)
 
 
Net unrealized gains (losses), net of tax
$
24,957

 
$
(685
)
 
$
19,370

 
$
5,655

 
 
Amortization of defined benefit plan items:
 
 
 
 
 
 
 
 
 
Prior service cost
$
(75
)
 
$
(80
)
 
$
(153
)
 
$
(163
)
 
(3)
Actuarial gains (losses)
(1,841
)
 
(1,098
)
 
(3,314
)
 
(1,802
)
 
(3)
Total
(1,916
)
 
(1,178
)
 
(3,467
)
 
(1,965
)
 
 
Provision for income taxes
670

 
413

 
1,213

 
688

 
 
Amortization of defined benefit plans, net of tax
$
(1,246
)
 
$
(765
)
 
$
(2,254
)
 
$
(1,277
)
 
 
 
 
 
 
 
 
 
 
 
 
Total reclassifications for the period
$
23,711

 
$
(1,450
)
 
$
17,116

 
$
4,378

 
 
(1)
See Note 5 - "Derivative Instruments" for additional information on cash flow hedges.
(2)
This AOCI component is included in the computation of the deferred policy acquisition cost. See Note 8 – “Deferred Policy Acquisition Costs” of the 2015 Annual Report for additional details.
(3)
This AOCI component is included in the computation of the net periodic pension cost. See Note 10 – “Employee Benefit Plans” for additional details.

4.
Investments
Fixed Maturity and Equity Securities Available-for-Sale
The following tables provide information relating to investments in fixed maturity and equity securities by sector as of June 30, 2016 and December 31, 2015 (dollars in thousands):
June 30, 2016:
 
Amortized
 
Unrealized
 
Unrealized
 
Estimated Fair
 
% of
 
Other-than-
temporary impairments
 
 
Cost
 
Gains
 
Losses
 
Value
 
Total
 
in AOCI
Available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
 
Corporate securities
 
$
18,417,375

 
$
1,260,330

 
$
134,468

 
$
19,543,237

 
58.9
%
 
$

Canadian and Canadian provincial governments
 
2,607,276

 
1,497,998

 

 
4,105,274

 
12.4

 

Residential mortgage-backed securities
 
1,225,718

 
72,733

 
5,673

 
1,292,778

 
3.9

 
(300
)
Asset-backed securities
 
1,377,736

 
11,054

 
32,113

 
1,356,677

 
4.1

 
275

Commercial mortgage-backed securities
 
1,441,091

 
67,727

 
1,125

 
1,507,693

 
4.5

 
(1,609
)
U.S. government and agencies
 
1,907,648

 
99,690

 

 
2,007,338

 
6.1

 

State and political subdivisions
 
538,037

 
74,042

 
6,137

 
605,942

 
1.8

 

Other foreign government, supranational and foreign government-sponsored enterprises
 
2,562,003

 
190,688

 
10,654

 
2,742,037

 
8.3

 

Total fixed maturity securities
 
$
30,076,884

 
$
3,274,262

 
$
190,170

 
$
33,160,976

 
100.0
%
 
$
(1,634
)
Non-redeemable preferred stock
 
$
66,464

 
$
2,575

 
$
7,936

 
$
61,103

 
14.6
%
 
 
Other equity securities
 
349,577

 
7,952

 
446

 
357,083

 
85.4

 
 
Total equity securities
 
$
416,041

 
$
10,527

 
$
8,382

 
$
418,186

 
100.0
%
 
 
 

9

Table of Contents


December 31, 2015:
 
Amortized
 
Unrealized
 
Unrealized
 
Estimated Fair
 
% of
 
Other-than-
temporary impairments
 
 
Cost
 
Gains
 
Losses
 
Value
 
Total
 
in AOCI
Available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
 
Corporate securities
 
$
17,575,507

 
$
599,718

 
$
467,069

 
$
17,708,156

 
59.7
%
 
$

Canadian and Canadian provincial governments
 
2,469,009

 
1,110,282

 
2,532

 
3,576,759

 
12.1

 

Residential mortgage-backed securities
 
1,277,998

 
45,152

 
11,673

 
1,311,477

 
4.4

 
(300
)
Asset-backed securities
 
1,219,000

 
12,052

 
18,376

 
1,212,676

 
4.1

 
354

Commercial mortgage-backed securities
 
1,456,848

 
37,407

 
11,168

 
1,483,087

 
5.0

 
(1,609
)
U.S. government and agencies
 
1,423,791

 
15,586

 
57,718

 
1,381,659

 
4.7

 

State and political subdivisions
 
480,067

 
40,014

 
9,067

 
511,014

 
1.7

 

Other foreign government, supranational and foreign government-sponsored enterprises
 
2,420,757

 
78,964

 
41,644

 
2,458,077

 
8.3

 

Total fixed maturity securities
 
$
28,322,977

 
$
1,939,175

 
$
619,247

 
$
29,642,905

 
100.0
%
 
$
(1,555
)
Non-redeemable preferred stock
 
$
85,645

 
$
7,837

 
$
5,962

 
$
87,520

 
69.5
%
 
 
Other equity securities
 
40,584

 

 
2,242

 
38,342

 
30.5

 
 
Total equity securities
 
$
126,229

 
$
7,837

 
$
8,204

 
$
125,862

 
100.0
%
 
 
The Company enters into various collateral arrangements with counterparties that require both the pledging and acceptance of fixed maturity securities as collateral. Pledged fixed maturity securities are included in fixed maturity securities, available-for-sale in the condensed consolidated balance sheets. Fixed maturity securities received as collateral are held in separate custodial accounts and are not recorded on the Company’s condensed consolidated balance sheets. Subject to certain constraints, the Company is permitted by contract to sell or repledge collateral it receives; however, as of June 30, 2016 and December 31, 2015, none of the collateral received had been sold or repledged. The Company also holds assets in trust to satisfy collateral requirements under certain third-party reinsurance treaties. The following table includes fixed maturity securities pledged and received as collateral and assets in trust held to satisfy collateral requirements under certain third-party reinsurance treaties as of June 30, 2016 and December 31, 2015 (dollars in thousands):
 
June 30, 2016
 
December 31, 2015
 
Amortized
Cost
 
Estimated
Fair Value
 
Amortized
Cost
 
Estimated
Fair Value
Fixed maturity securities pledged as collateral
$
189,370

 
$
202,763

 
$
169,678

 
$
176,782

Fixed maturity securities received as collateral
n/a

 
261,461

 
n/a

 
242,914

Assets in trust held to satisfy collateral requirements
12,318,432

 
13,375,925

 
10,535,729

 
10,928,393

The Company monitors its concentrations of financial instruments on an ongoing basis and mitigates credit risk by maintaining a diversified investment portfolio which limits exposure to any one issuer. The Company’s exposure to concentrations of credit risk from single issuers greater than 10% of the Company’s stockholders’ equity included securities of the U.S. government and its agencies as well as the securities disclosed below as of June 30, 2016 and December 31, 2015 (dollars in thousands).
 
June 30, 2016
 
December 31, 2015
 
Amortized
Cost
 
Estimated
Fair Value
 
Amortized
Cost
 
Estimated
Fair Value
Fixed maturity securities guaranteed or issued by:
 
 
 
 
 
 
 
Canadian province of Ontario
$
853,014

 
$
1,257,954

 
$
864,444

 
$
1,199,080

Canadian province of Quebec
1,026,507

 
1,854,422

 
943,484

 
1,525,903

The amortized cost and estimated fair value of fixed maturity securities classified as available-for-sale at June 30, 2016 are shown by contractual maturity in the table below (dollars in thousands). Actual maturities can differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Asset and mortgage-backed securities are shown separately in the table below, as they are not due at a single maturity date.

10

Table of Contents


 
 
Amortized Cost
 
Estimated Fair Value
Available-for-sale:
 
 
 
 
Due in one year or less
 
$
776,005

 
$
783,582

Due after one year through five years
 
6,682,598

 
7,007,050

Due after five years through ten years
 
8,706,784

 
9,309,939

Due after ten years
 
9,866,952

 
11,903,257

Asset and mortgage-backed securities
 
4,044,545

 
4,157,148

Total
 
$
30,076,884

 
$
33,160,976

Corporate Fixed Maturity Securities
The tables below show the major industry types of the Company’s corporate fixed maturity holdings as of June 30, 2016 and December 31, 2015 (dollars in thousands): 
June 30, 2016:
 
 
 
Estimated
 
 
 
 
Amortized Cost    
 
Fair Value
 
% of Total           
Finance
 
$
6,268,530

 
$
6,577,989

 
33.8
%
Industrial
 
10,192,465

 
10,811,758

 
55.2

Utility
 
1,956,380

 
2,153,490

 
11.0

Total
 
$
18,417,375

 
$
19,543,237

 
100.0
%
 
 
 
 
 
 
 
December 31, 2015:
 
 
 
Estimated
 
 
 
 
Amortized Cost
 
Fair Value
 
% of Total
Finance
 
$
5,408,791

 
$
5,555,044

 
31.4
%
Industrial
 
10,211,426

 
10,129,917

 
57.2

Utility
 
1,955,290

 
2,023,195

 
11.4

Total
 
$
17,575,507

 
$
17,708,156

 
100.0
%
Other-Than-Temporary Impairments - Fixed Maturity and Equity Securities
As discussed in Note 2 – “Summary of Significant Accounting Policies” of the 2015 Annual Report, a portion of certain other-than-temporary impairment (“OTTI”) losses on fixed maturity securities is recognized in AOCI. For these securities, the net amount recognized in the condensed consolidated statements of income (“credit loss impairments”) represents the difference between the amortized cost of the security and the net present value of its projected future cash flows discounted at the effective interest rate implicit in the debt security prior to impairment. Any remaining difference between the fair value and amortized cost is recognized in AOCI. The following table sets forth the amount of pre-tax credit loss impairments on fixed maturity securities held by the Company as of the dates indicated, for which a portion of the OTTI loss was recognized in AOCI, and the corresponding changes in such amounts (dollars in thousands):
 
 
Three months ended June 30,
 
Six months ended June 30,
 
 
2016
 
2015
 
2016
 
2015
Balance, beginning of period
 
$
7,284

 
$
7,284

 
$
7,284

 
$
7,284

Credit loss OTTI previously recognized on securities which matured, paid down, prepaid or were sold during the period
 
(310
)
 

 
(310
)
 

Balance, end of period
 
$
6,974

 
$
7,284

 
$
6,974

 
$
7,284














11

Table of Contents


Unrealized Losses for Fixed Maturity and Equity Securities Available-for-Sale
The following table presents the total gross unrealized losses for the 908 and 2,080 fixed maturity and equity securities as of June 30, 2016 and December 31, 2015, respectively, where the estimated fair value had declined and remained below amortized cost by the indicated amount (dollars in thousands):
 
 
June 30, 2016
 
December 31, 2015
 
 
Gross
Unrealized
Losses
 
% of Total    
 
Gross
Unrealized
Losses
 
% of Total    
Less than 20%
 
$
150,638

 
75.8
%
 
$
463,109

 
73.8
%
20% or more for less than six months
 
8,933

 
4.5

 
142,495

 
22.7

20% or more for six months or greater
 
38,981

 
19.7

 
21,847

 
3.5

Total
 
$
198,552

 
100.0
%
 
$
627,451

 
100.0
%
The Company’s determination of whether a decline in value is other-than-temporary includes analysis of the underlying credit and the extent and duration of a decline in value. The Company’s credit analysis of an investment includes determining whether the issuer is current on its contractual payments, evaluating whether it is probable that the Company will be able to collect all amounts due according to the contractual terms of the security and analyzing the overall ability of the Company to recover the amortized cost of the investment. In the Company’s impairment review process, the duration and severity of an unrealized loss position for equity securities are given greater weight and consideration given the lack of contractual cash flows or deferability features.
The following tables present the estimated fair values and gross unrealized losses, including other-than-temporary impairment losses reported in AOCI, for 908 and 2,080 fixed maturity and equity securities that have estimated fair values below amortized cost as of June 30, 2016 and December 31, 2015, respectively (dollars in thousands). These investments are presented by class and grade of security, as well as the length of time the related fair value has remained below amortized cost.
 
 
 
Less than 12 months
 
12 months or greater
 
Total
 
 
 
 
Gross
 
 
 
Gross
 
 
 
Gross
June 30, 2016:
 
Estimated
 
Unrealized
 
Estimated
 
Unrealized
 
Estimated
 
Unrealized
 
 
Fair Value
 
Losses
 
Fair Value
 
Losses
 
Fair Value
 
Losses
Investment grade securities:
 
 
 
 
 
 
 
 
 
 
 
 
Corporate securities
 
$
649,275

 
$
15,424

 
$
1,208,939

 
$
59,206

 
$
1,858,214

 
$
74,630

Residential mortgage-backed securities
 
67,472

 
1,672

 
120,431

 
3,990

 
187,903

 
5,662

Asset-backed securities
 
534,180

 
18,943

 
258,828

 
10,507

 
793,008

 
29,450

Commercial mortgage-backed securities
 
78,002

 
423

 
41,399

 
702

 
119,401

 
1,125

State and political subdivisions
 
9,697

 
443

 
56,930

 
5,694

 
66,627

 
6,137

Other foreign government, supranational and foreign government-sponsored enterprises
 
99,330

 
1,135

 
79,592

 
3,677

 
178,922

 
4,812

Total investment grade securities
 
1,437,956

 
38,040

 
1,766,119

 
83,776

 
3,204,075

 
121,816

 
Below investment grade securities:
 
 
 
 
 
 
 
 
 
 
 
 
Corporate securities
 
282,830

 
14,077

 
335,351

 
45,761

 
618,181

 
59,838

Residential mortgage-backed securities
 

 

 
379

 
11

 
379

 
11

Asset-backed securities
 
5,858

 
1,118

 
8,623

 
1,545

 
14,481

 
2,663

Other foreign government, supranational and foreign government-sponsored enterprises
 
2,328

 
23

 
59,437

 
5,819

 
61,765

 
5,842

Total below investment grade securities
 
291,016

 
15,218

 
403,790

 
53,136

 
694,806

 
68,354

Total fixed maturity securities
 
$
1,728,972

 
$
53,258

 
$
2,169,909

 
$
136,912

 
$
3,898,881

 
$
190,170

Non-redeemable preferred stock
 
$
3,248

 
$
261

 
$
24,247

 
$
7,675

 
$
27,495

 
$
7,936

Other equity securities
 

 

 
6,606

 
446

 
6,606

 
446

Total equity securities
 
$
3,248

 
$
261

 
$
30,853

 
$
8,121

 
$
34,101

 
$
8,382


12

Table of Contents


 
 
Less than 12 months
 
12 months or greater
 
Total
 
 
 
 
Gross
 
 
 
Gross
 
 
 
Gross
December 31, 2015:
 
Estimated
 
Unrealized
 
Estimated
 
Unrealized
 
Estimated
 
Unrealized
 
 
Fair Value
 
Losses
 
Fair Value
 
Losses
 
Fair Value
 
Losses
Investment grade securities:
 
 
 
 
 
 
 
 
 
 
 
 
Corporate securities
 
$
6,388,148

 
$
323,961

 
$
294,755

 
$
40,861

 
$
6,682,903

 
$
364,822

Canadian and Canadian provincial governments
 
122,746

 
2,532

 

 

 
122,746

 
2,532

Residential mortgage-backed securities
 
452,297

 
7,036

 
82,314

 
4,057

 
534,611

 
11,093

Asset-backed securities
 
581,701

 
9,825

 
199,298

 
7,100

 
780,999

 
16,925

Commercial mortgage-backed securities
 
514,877

 
9,806

 
31,177

 
997

 
546,054

 
10,803

U.S. government and agencies
 
1,010,387

 
57,718

 

 

 
1,010,387

 
57,718

State and political subdivisions
 
157,837

 
5,349

 
13,016

 
3,718

 
170,853

 
9,067

Other foreign government, supranational and foreign government-sponsored enterprises
 
702,962

 
18,279

 
38,379

 
4,206

 
741,341

 
22,485

Total investment grade securities
 
9,930,955

 
434,506

 
658,939

 
60,939

 
10,589,894

 
495,445

Below investment grade securities:
 
 
 
 
 
 
 
 
 
 
 
 
Corporate securities
 
554,688

 
71,171

 
114,427

 
31,076

 
669,115

 
102,247

Residential mortgage-backed securities
 
22,646

 
282

 
7,679

 
298

 
30,325

 
580

Asset-backed securities
 
6,772

 
201

 
9,335

 
1,250

 
16,107

 
1,451

Commercial mortgage-backed securities
 
3,253

 
248

 
767

 
117

 
4,020

 
365

Other foreign government, supranational and foreign government-sponsored enterprises
 
60,668

 
7,356

 
31,693

 
11,803

 
92,361

 
19,159

Total below investment grade securities
 
648,027

 
79,258

 
163,901

 
44,544

 
811,928

 
123,802

Total fixed maturity securities
 
$
10,578,982

 
$
513,764

 
$
822,840


$
105,483

 
$
11,401,822

 
$
619,247

Non-redeemable preferred stock
 
$
12,331

 
$
2,175

 
$
12,191

 
$
3,787

 
$
24,522

 
$
5,962

Other equity securities
 
38,327

 
2,242

 

 

 
38,327

 
2,242

Total equity securities
 
$
50,658

 
$
4,417

 
$
12,191


$
3,787

 
$
62,849

 
$
8,204

The Company has no intention to sell, nor does it expect to be required to sell, the securities outlined in the table above, as of the dates indicated. However, unforeseen facts and circumstances may cause the Company to sell fixed maturity and equity securities in the ordinary course of managing its portfolio to meet certain diversification, credit quality and liquidity guidelines.
Unrealized losses on below investment grade securities as of June 30, 2016 are primarily related to high-yield corporate and other foreign government, supranational and foreign government-sponsored enterprise securities. Unrealized losses decreased across most security types as treasury rates decreased during the first six months of 2016.

Investment Income, Net of Related Expenses
Major categories of investment income, net of related expenses, consist of the following (dollars in thousands):
 
 
Three months ended June 30,
 
Six months ended June 30,
 
2016
 
2015
 
2016
 
2015
Fixed maturity securities available-for-sale
$
323,592

 
$
303,792

 
$
636,007

 
$
573,560

Mortgage loans on real estate
41,900

 
37,121

 
81,692

 
71,893

Policy loans
16,372

 
16,248

 
32,506

 
30,288

Funds withheld at interest
112,893

 
87,325

 
168,873

 
199,585

Short-term investments
985

 
814

 
1,960

 
1,509

Other invested assets
29,487

 
22,418

 
39,311

 
34,445

Investment income
525,229

 
467,718

 
960,349

 
911,280

Investment expense
(17,563
)
 
(17,179
)
 
(35,417
)
 
(33,850
)
Investment income, net of related expenses
$
507,666

 
$
450,539

 
$
924,932

 
$
877,430


13

Table of Contents


Investment Related Gains (Losses), Net
Investment related gains (losses), net consist of the following (dollars in thousands): 
 
Three months ended June 30,
 
Six months ended June 30,
 
2016
 
2015
 
2016
 
2015
Fixed maturity and equity securities available for sale:
 
 
 
 
 
 
 
Other-than-temporary impairment losses on fixed maturity securities recognized in earnings
$
(846
)
 
$
(4,137
)
 
$
(34,663
)
 
$
(6,664
)
Gain on investment activity
53,615

 
20,009

 
80,807

 
39,210

Loss on investment activity
(22,556
)
 
(14,475
)
 
(34,343
)
 
(28,071
)
Other impairment losses and change in mortgage loan provision
211

 
143

 
(1,849
)
 
(4,025
)
Derivatives and other, net
87,840

 
(17,718
)
 
(12,574
)
 
(9,045
)
Total investment related gains (losses), net
$
118,264

 
$
(16,178
)
 
$
(2,622
)
 
$
(8,595
)
The fixed maturity impairments for the three and six months ended June 30, 2016 and 2015 were largely related to high-yield energy and emerging market corporate securities. The fluctuations in investment related gains (losses) for derivatives and other for the six months ended June 30, 2016, compared to the same period in 2015, are primarily due to changes in the fair value of interest rate swaps.
During the three months ended June 30, 2016 and 2015, the Company sold fixed maturity and equity securities with fair values of $343.3 million and $651.3 million at losses of $22.6 million and $14.5 million, respectively. During the six months ended June 30, 2016 and 2015, the Company sold fixed maturity and equity securities with fair values of $585.8 million and $850.9 million at losses of $34.3 million and $28.1 million, respectively. The Company generally does not buy and sell securities on a short-term basis.
Securities Borrowing and Other
The Company participates in securities borrowing programs whereby securities, which are not reflected on the Company’s condensed consolidated balance sheets, are borrowed from third parties. The borrowed securities are used to provide collateral under affiliated reinsurance transactions. The Company is required to maintain a minimum of 100% of the fair value, or par value, under certain programs, of the borrowed securities as collateral. The collateral consists of rights to reinsurance treaty cash flows. If cash flows from the reinsurance treaties are insufficient to maintain the minimum collateral requirement, the Company may substitute cash or securities to meet the requirement. No cash or securities have been pledged by the Company for this purpose.
The Company also participates in a repurchase/reverse repurchase program in which securities, reflected as investments on the Company’s condensed consolidated balance sheets, are pledged to a third party. In return, the Company receives securities from the third party with an estimated fair value equal to a minimum of 100% of the securities pledged. The securities received are not reflected on the Company’s condensed consolidated balance sheets.
The following table includes the amount of borrowed securities, repurchased securities pledged and repurchased/reverse repurchased securities pledged and received as of June 30, 2016 and December 31, 2015 (dollars in thousands).
 
June 30, 2016
 
December 31, 2015
 
Amortized
Cost
 
Estimated
Fair Value
 
Amortized
Cost
 
Estimated
Fair Value
Borrowed securities
$
269,740

 
$
289,454

 
$
259,540

 
$
266,297

Repurchase program/reverse repurchase program:
 
 
 
 
 
 
 
Securities pledged
448,615

 
480,618

 
443,435

 
465,889

Securities received
n/a

 
485,826

 
n/a

 
481,197

The following table presents information on the securities pledged as collateral by the Company related to its repurchase/reverse repurchase program as of June 30, 2016 and December 31, 2015 (dollars in thousands). Collateral associated with certain borrowed securities is not included within the table, as the collateral pledged to each counterparty is the right to reinsurance treaty cash flows.

14

Table of Contents


 
June 30, 2016
 
Remaining Contractual Maturity of the Agreements
 
Overnight and Continuous
 
Up to 30 Days
 
30-90 Days
 
Greater than 90 Days
 
Total
Collateral on repurchase program:
 
 
 
 
 
 
 
 
 
Corporate securities
$

 
$
5,329

 
$
4,031

 
$
137,505

 
$
146,865

Residential mortgage-backed securities

 

 

 
101,715

 
101,715

U.S. government and agencies

 

 

 
212,918

 
212,918

Foreign government