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Business Description We are a leading insurance company in the U.S., with an expanding international presence, serving the life and lifestyle protection, retirement income, investment and mortgage insurance needs of more than 15 million customers. We have leadership positions in key products that we expect will benefit from a number of significant demographic, governmental and market trends. We distribute our products and services through an extensive and diversified distribution network that includes financial intermediaries, independent producers and dedicated sales specialists. We conduct operations in 20 countries and have approximately 5,640 employees. We have the following three operating segments: º Protection. We offer U.S. customers life insurance, long-term care insurance and, for companies with fewer than 1,000 employees, group life and health insurance. In Europe, we offer payment protection insurance, which helps consumers meet their payment obligations in the event of illness, involuntary unemployment, disability or death. In 2002, we were the fourth-largest provider of term life insurance and the leading provider of individual long-term care insurance in the U.S., according to LIMRA International (in each case based upon gross written premiums). We believe that we are the leading provider of term life insurance through brokerage general agencies in the U.S. and that this channel is the largest and fastest-growing distribution channel for term life insurance. Our leadership in long-term care insurance is based upon almost 30 years of product underwriting and claims experience. This experience has enabled us to build and benefit from what we believe is the largest actuarial database in the long-term care insurance industry. For the nine months ended September 30, 2003, our Protection segment had pro forma segment net earnings of $405 million. º Retirement Income and Investments. We offer U.S. customers fixed, variable and income annuities, variable life insurance, asset management, and specialized products, including guaranteed investment contracts, funding agreements and structured settlements. We are an established provider of these products and, in 2002, we were the leading provider of income annuities in the U.S., according to LIMRA International (based upon total premiums and deposits). For the nine months ended September 30, 2003, our Retirement Income and Investments segment had pro forma segment net earnings of $136 million. º Mortgage Insurance. In the U.S., Canada, Australia and Europe, we offer mortgage insurance products that facilitate homeownership by enabling borrowers to buy homes with low-down-payment mortgages. These products also aid financial institutions in managing their capital efficiently by reducing the capital required for low-down-payment mortgages. For the nine months ended September 30, 2003, according to Inside Mortgage Finance, we were the third-largest provider of traditional flow mortgage insurance and the fourth-largest provider of all mortgage insurance in the U.S. (based upon new insurance written). We believe we are the largest provider of private mortgage insurance outside the U.S., with leading mortgage insurance operations in Canada, Australia and the U.K. and a growing presence in Continental Europe. The net premiums written in our international mortgage insurance business have increased by a compound annual growth rate of 44% for the two years ended December 31, 2002. For the nine months ended September 30, 2003, our Mortgage Insurance segment had pro forma segment net earnings of $292 million. We also have a Corporate and Other segment, which consists primarily of net realized investment gains (losses), interest and other financing expenses that are incurred at our holding company level, unallocated corporate income and expenses, and the results of several small, non-core businesses that are managed outside our operating segments. For the nine months ended September 30, 2003, our Corporate and Other segment had a pro forma segment net loss of $69 million. We had $10.9 billion of total stockholder's interest and $99.9 billion of total assets as of September 30, 2003, on a pro forma basis. For the nine months ended September 30, 2003, on a pro forma basis, our revenues were $7.3 billion and our net earnings from continuing operations were $764 million. Upon the completion of this offering, we expect our principal life insurance companies to have financial strength ratings of AA- (Very Strong) from S&P, Aa3 (Excellent) from Moody's and A+ (Superior) from A.M. Best, and we expect our rated mortgage insurance companies to have financial strength ratings of AA (Very Strong) from S&P, Aa2 (Excellent) from Moody's and AA (Very Strong) from Fitch. -------- Additional Information Our corporate headquarters and principal executive offices are located at 6620 West Broad Street, Richmond, Virginia 23230. Our telephone number at that address is (804) 281-6000.