10q10k10q10k.net

What changed in REINSURANCE GROUP OF AMERICA INC's 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of REINSURANCE GROUP OF AMERICA INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+616 added−597 removedSource: 10-K (2026-02-20) vs 10-K (2025-02-21)

Top changes in REINSURANCE GROUP OF AMERICA INC's 2025 10-K

616 paragraphs added · 597 removed · 505 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

118 edited+13 added−14 removed160 unchanged
Biggest changeThese designations allow certain of the Company’s U.S. domiciled operating company subsidiaries to retrocede business to RGA Americas in lieu of using captives for collateral requirements. Beginning in 2017, the NAIC approved principles-based reserving (“PBR”) for U.S. insurers.
Biggest changeIn 2014, RGA Americas was designated as a certified reinsurer by the MDCI. In 2022, RGA Americas was designated as a reciprocal jurisdiction reinsurer by the MDCI. These designations, which are periodically reviewed for renewal, allow certain of the Company’s U.S. domiciled operating company subsidiaries to retrocede business to RGA Americas in lieu of using captives for collateral requirements.
The potential adverse effects of recapture rights are mitigated by the following factors: (i) recapture rights vary by treaty and the risk of recapture is a factor that is considered when pricing a reinsurance agreement; (ii) ceding companies generally may exercise their recapture rights only to the extent they have increased their retention limits for the reinsured policies; (iii) ceding companies generally must recapture all of the policies eligible for recapture under the agreement in a particular year if any are recaptured, which prevents a ceding company from recapturing only the most profitable policies; and (iv) the ceding company is sometimes required to pay a fee to the reinsurer upon recapture.
The potential adverse effects of recapture rights are mitigated by the following factors: (i) recapture rights vary by treaty and the risk of recapture is a factor that is considered when pricing a reinsurance agreement; (ii) ceding companies generally may exercise their recapture rights only to the extent that they have increased their retention limits for the reinsured policies; (iii) ceding companies generally must recapture all of the policies eligible for recapture under the agreement in a particular year if any are recaptured, which prevents a ceding company from recapturing only the most profitable policies; and (iv) the ceding company is sometimes required to pay a fee to the reinsurer upon recapture.
This includes the power to pre-approve the execution or modification of contractual arrangements. • Require insurance companies to meet certain solvency standards and asset tests, to maintain minimum standards of financial strength and to file certain reports with regulatory authorities (including information concerning their capital structure, ownership and financial condition). • Subject insurers to potential assessments for amounts paid by guarantee funds.
This includes the power to pre-approve the execution or modification of contractual arrangements. • Require insurance companies to meet certain capital, solvency standards and asset tests, to maintain minimum standards of financial strength and to file certain reports with regulatory authorities (including information concerning their capital structure, ownership and financial condition). • Subject insurers to potential assessments for amounts paid by guarantee funds.
The Company’s insurer financial strength ratings and RGA’s senior debt ratings as of the date of this filing are listed in the table below for each rating agency that meets with the Company’s management on a regular basis. As of the date of this filing, the Standard & Poor’s (“S&P”), A.M. Best Company (“A.M.
The Company’s insurer financial strength ratings and RGA’s senior debt ratings as of the date of this filing are listed in the table below for each rating agency that meets with the Company’s management on a regular basis. As of the date of this filing, the Standard & Poor’s (“S&P”) and A.M. Best Company (“A.M.
(2) A Moody’s insurer financial strength rating of “A1” (good) is the fifth highest rating out of twenty-one possible ratings and indicates that Moody’s believes the insurance company offers good financial security; however, elements may be present which suggest a susceptibility to impairment sometime in the future. Moody’s long-term issuer credit ratings range from “Aaa” (highest) to “C” (default).
(2) A Moody’s insurer financial strength rating of “A1” (good) is the fifth highest rating out of twenty-one possible ratings and indicates that Moody’s believes that the insurance company offers good financial security; however, elements may be present which suggest a susceptibility to impairment sometime in the future. Moody’s long-term issuer credit ratings range from “Aaa” (highest) to “C” (default).
These reinsurance agreements are mostly structured as coinsurance, with some on a coinsurance with funds withheld, or modified coinsurance of primarily investment risk such that the Company recognizes profits or losses primarily from the spread between the investment earnings and amounts credited on the underlying contract liabilities.
These reinsurance agreements are mostly structured as coinsurance, with some on a coinsurance with funds withheld, or modified coinsurance of primarily investment risk such that the Company recognizes profits or losses primarily from the spread between the investment earnings and amounts credited on the underlying contract liabilities.
Traditional Reinsurance The principal types of reinsurance for this segment written through yearly renewable term and coinsurance treaties include: • Individual and group life and health; • Critical illness, which provides a benefit in the event of the diagnosis of pre-defined critical illness; • Disability, which provides income replacement benefits in the event the policyholder becomes disabled due to accident or illness; • Superannuation which is the Australian government mandated compulsory retirement savings program.
Traditional Reinsurance The principal types of reinsurance for this segment written through yearly renewable term and coinsurance treaties include: • Individual and group life and health; • Critical illness, which provides a benefit in the event of the diagnosis of pre-defined critical illness; • Disability, which provides income replacement benefits in the event the policyholder becomes disabled due to accident or illness and; • Superannuation which is the Australian government mandated compulsory retirement savings program.
Restrictions on Dividends and Distributions Current Missouri law, applicable to RGA Life and Annuity and its subsidiaries, RGA Reinsurance, Aurora National and Chesterfield Re, permits the payment of dividends or distributions by each company that together with dividends or distributions paid during the preceding twelve months by that company do not exceed the greater of (i) 10% of the insurer’s statutory capital and surplus as of the preceding December 31, or (ii) the insurer’s statutory net gain from operations for the preceding calendar year.
Restrictions on Dividends and Distributions Missouri law, applicable to RGA Life and Annuity and its subsidiaries, RGA Reinsurance, Aurora National and Chesterfield Re, permits the payment of dividends or distributions by each company, that together with dividends or distributions paid during the preceding twelve months by that company do not exceed the greater of (i) 10% of the insurer’s statutory capital and surplus as of the preceding December 31, or (ii) the insurer’s statutory net gain from operations for the preceding calendar year.
Financial reinsurance and fee-based transactions do not qualify as reinsurance under GAAP due to the remote-risk nature of the transactions and are reported in accordance with deposit accounting guidelines or other applicable accounting guidelines. B. Corporate Structure As a holding company, RGA is separate and distinct from its subsidiaries and has no significant business operations of its own.
Financial reinsurance and fee-based transactions do not qualify as reinsurance under GAAP due to the remote-risk nature of the transactions and are reported in accordance with deposit accounting guidelines or other applicable accounting guidelines. Corporate Structure As a holding company, RGA is separate and distinct from its subsidiaries and has no significant business operations of its own.
New capital standards (discussed below) are being developed and are likely to be applied to one or more of the Company’s subsidiaries to either require more capital and/or limit the extent to which some forms of existing capital may be counted in an evaluation of financial strength by its regulators. 6 Table of Contents U.S.
New capital standards (discussed below) are being developed and are likely to be applied to one or more of the Company’s subsidiaries and branches to either require more capital and/or limit the extent to which some forms of existing capital may be counted in an evaluation of financial strength by its regulators. 6 Table of Contents U.S.
The Company’s inclusion initiatives are focused in four areas: (i) fostering diverse talent; (ii) advancing diversity and inclusion in the industry and communities where the Company operates; (iii) establishing accountability and measurement throughout the Company; and (iv) building an inclusive workplace. Additionally, employees are offered a variety of development experiences to strengthen dignity and respect in the workplace.
The Company’s inclusion initiatives are focused in four areas: (i) fostering diverse talent; (ii) advancing diversity and inclusion in the industry and communities where the Company operates; (iii) establishing accountability throughout the Company; and (iv) building an inclusive workplace. Additionally, employees are offered a variety of development experiences to strengthen dignity and respect in the workplace.
Although there are risks inherent to foreign operations, such as currency fluctuations and restrictions on the movement of funds, as described in Item 1A – “Risk Factors”, the Company’s financial position and results of operations have not been materially adversely affected thereby to date. E.
Although there are risks inherent to foreign operations, such as currency fluctuations and restrictions on the movement of funds, as described in Item 1A – “Risk Factors”, the Company’s financial position and results of operations have not been materially adversely affected thereby to date.
Insurers that are designated systemically important can be subject to the imposition of an additional layer of regulation over already existing state regulation. No RGA entity has been deemed to be systemically important; however, if RGA were to be designated as systemically important, it would be subject to scrutiny by the Federal Reserve.
Insurers that are designated systemically important can be subject to the imposition of an additional layer of regulation over existing state regulation. No RGA entity has been deemed to be systemically important; however, if RGA were to be designated as systemically important, it would be subject to scrutiny by the Federal Reserve.
The Company’s segments primarily write traditional reinsurance and financial solutions business that is wholly or partially retained in one or more of RGA’s reinsurance subsidiaries. See “Segments” for more information concerning the Company’s operating segments.
The Company’s segments primarily write traditional reinsurance and financial solutions business that is wholly or partially retained in one or more of RGA’s insurance subsidiaries. See “Segments” for more information concerning the Company’s operating segments.
This growth will require the Company to retrocede business to affiliated or unaffiliated parties, to obtain additional letters of credit, put additional assets in trust, or utilize other funding mechanisms to support reserve credits.
This growth will continue to require the Company to retrocede business to affiliated or unaffiliated parties, to obtain additional letters of credit, put additional assets in trust, or utilize other funding mechanisms to support reserve credits.
Moreover, if insurers reinsured by RGA were to be designated as systemically important, the reinsurance programs RGA maintains with those insurers could be subject to scrutiny by the Federal Reserve.
Moreover, if insurers reinsured by RGA were to be designated as systemically important, the reinsurance programs that RGA maintains with those insurers could be subject to scrutiny by the Federal Reserve.
This concern comes from both the absolute size of the risk and also through the volatility that changes in life expectancy can have on their reported earnings. In addition, insurance companies that offer lifetime annuities are seeking ways to manage their current exposure, while also recognizing the potential to take on more risk from employers and individuals.
This concern comes from both the absolute size of the risk and the volatility that changes in life expectancy can have on companies’ reported earnings. In addition, insurance companies that offer lifetime annuities are seeking ways to manage their current exposure, while also recognizing the potential to take on more risk from employers and individuals.
This balance is achieved through consistent application of program standards on a global basis, while targeting compensation at competitive levels in the markets where the Company competes for talent. The Company’s benefit programs are an integral part of its employees’ total reward package.
This balance is achieved through consistent application of program standards on a global basis, while targeting compensation at competitive levels in the markets where the Company competes for talent. The Company’s benefit programs are an integral part of its employees’ total rewards package.
Each year the results vary slightly due to changes in the employee population. Results decreased slightly this year with women paid on average 98.2% of what men are paid for comparable jobs for base salary, 97.9% for base salary plus target bonus and 98% for base salary plus target bonus plus target long-term incentive basis.
Each year the results vary slightly due to changes in the employee population. Results decreased slightly this year with women paid on average 98.1% of what men are paid for comparable jobs for base salary, 97.9% for base salary plus target bonus and 97.9% for base salary plus target bonus plus target long-term incentive basis.
The binding limit may be stated either as a multiple of the ceding company’s retention or as a stated dollar amount. 4 Table of Contents Facultative and automatic reinsurance may be written as yearly renewable term, coinsurance, modified coinsurance or coinsurance with funds withheld, as further described below: • Yearly renewable term treaty – The reinsurer assumes primarily the mortality or morbidity risk. • Coinsurance arrangement – Depending upon the terms of the contract, the reinsurer may share in the risk of loss due to mortality or morbidity, lapses, and the investment risk, if any, inherent in the underlying policy. • Modified coinsurance and coinsurance with funds withheld agreements – Differ from coinsurance arrangements in that the assets supporting the reserves are retained by the ceding company.
The binding limit may be stated either as a multiple of the ceding company’s retention or as a stated dollar amount. 4 Table of Contents Facultative and automatic reinsurance may be written as yearly renewable term, coinsurance, modified coinsurance or coinsurance with funds withheld, as further described below: • Yearly renewable term treaty – The reinsurer assumes primarily the mortality or morbidity risk. • Coinsurance arrangement – Depending upon the terms of the contract, the reinsurer may share in the risk of loss due to mortality or morbidity, lapses and the investment risk, if any, inherent in the underlying policy. • Modified coinsurance and coinsurance with funds withheld agreements – Unlike coinsurance arrangements, the assets supporting the reserves are retained by the ceding company.
Default or Liquidation In the event that RGA defaults on any of its debt or other obligations, or becomes the subject of bankruptcy, liquidation, or reorganization proceedings, the creditors and stockholders of RGA will have no right to proceed against the assets of any of the subsidiaries of RGA.
Default or Liquidation In the event that RGA defaults on any of its debt or other obligations, or becomes the subject of bankruptcy, liquidation, or reorganization proceedings, the creditors and shareholders of RGA will have no right to proceed against the assets of any of the subsidiaries of RGA.
Privacy and Cybersecurity Regulation Various jurisdictions in which the Company’s subsidiaries and their clients operate have established laws protecting the privacy and handling of consumers’ private data. The area of cybersecurity has also come under increased scrutiny from insurance regulators.
Privacy and Cybersecurity Regulation Various jurisdictions in which the Company’s subsidiaries and their clients operate have established laws protecting the privacy and handling of consumers’ personal data. The area of cybersecurity has also come under increased scrutiny from insurance regulators.
The contents of the Company’s Sustainability Report and related supplemental information are not incorporated by reference into this Annual Report on Form 10-K or in any other report or document the Company files with the SEC. C.
The contents of the Company’s Sustainability Report and related supplemental information are not incorporated by reference into this Annual Report on Form 10-K or in any other report or document that the Company files with the SEC.
The creditors of any such company would be entitled to payment in full from such assets before RGA, as a direct or indirect stockholder, would be entitled to receive any distributions or other payments from the remaining assets of the liquidated or dissolved subsidiary.
The creditors of any such company would be entitled to payment in full from such assets before RGA, as a direct or indirect shareholder, would be entitled to receive any distributions or other payments from the remaining assets of the liquidated or dissolved subsidiary.
Corporate Social Responsibility and Inclusion The Company believes that creating long-term value for its stakeholders implicitly requires enacting and executing sustainable business practices and strategies while delivering competitive returns. The Company strives to govern itself in a sustainable manner that recognizes the need for strong governance, effective management systems and robust controls alongside its long-term operational goals and strategies.
Corporate Citizenship and Inclusion The Company believes that creating long-term value for its stakeholders implicitly requires enacting and executing sustainable business practices and strategies while delivering competitive returns. The Company strives to govern itself in a sustainable manner that recognizes the need for strong governance, effective management systems and robust controls alongside its long-term operational goals and strategies.
If any of RGA’s reinsurance subsidiaries were to be liquidated or dissolved, the liquidation or dissolution would be conducted in accordance with the rules and regulations of the appropriate governing body in the state or country of the subsidiary’s domicile.
If any of RGA’s insurance subsidiaries were to be liquidated or dissolved, the liquidation or dissolution would be conducted in accordance with the rules and regulations of the appropriate governing body in the state or country of the subsidiary’s domicile.
The state of Missouri requires domestic insurance companies to prepare their statutory financial statements in accordance with 8 Table of Contents the NAIC Accounting Practices and Procedures manual subject to any deviations permitted by each state’s insurance commissioner. The Company’s non-U.S. subsidiaries are subject to the regulations and reporting requirements of their respective countries of domicile.
The state of Missouri requires domestic insurance companies to prepare their statutory financial statements in accordance with the NAIC Accounting Practices and Procedures manual subject to any deviations permitted by each state’s insurance commissioner. The Company’s non-U.S. subsidiaries are subject to the regulations and reporting requirements of their respective countries of domicile.
Based on the growth of the Company’s business and the pattern of reserve levels under Regulation XXX associated with term life business and other statutory reserve requirements, the amount of ceded reserve credits is expected to grow, albeit, with the implementation of principles-based reserves in the U.S., reserve growth is proceeding at slower rates than in the immediate past.
Based on the growth of the Company’s business and the pattern of reserve levels under Regulation XXX associated with term life business and other statutory reserve requirements, the amount of ceded reserve credits is expected to grow, albeit, with the implementation of principles-based reserves in the U.S., reserve growth has proceeded at slower rates than in the immediate past.
In the event that a treaty is terminated, the future profits related to the terminated treaty may be lost. RGA Reinsurance, Aurora National, Chesterfield Re, Rockwood Re, Castlewood Re and RGA Life and Annuity prepare statutory financial statements in conformity with accounting practices prescribed or permitted by the State of Missouri.
In the event that a treaty is terminated, the future profits related to the terminated treaty may be lost. 8 Table of Contents RGA Reinsurance, Aurora National, Chesterfield Re, Rockwood Re, Castlewood Re and RGA Life and Annuity prepare statutory financial statements in conformity with accounting practices prescribed or permitted by the State of Missouri.
An assessment of medical and financial history follows with decisions based on underwriting knowledge, manual review and consultation with the Company’s medical directors as necessary. Many facultative 14 Table of Contents applications involve individuals with multiple medical impairments, such as heart disease, high blood pressure, and diabetes, which require a complex underwriting/mortality assessment.
An assessment of medical and financial history follows with decisions based on underwriting knowledge, manual review and consultation with the Company’s medical directors as necessary. Many facultative applications involve individuals with multiple medical impairments, such as heart disease, high blood pressure, and diabetes, which require a complex underwriting/mortality assessment.
The Company is committed to gender and racial pay equity and will continue to review pay equity annually, and take action as required, to ensure its compensation programs remain aligned with its commitment to diversity, equity and inclusion. 16 Table of Contents Ensuring the Company’s compensation practices are equitable is imperative to maintain the Company’s culture and to ensure fair treatment of its employees.
The Company is committed to gender and racial pay equity and will continue to review pay equity annually, and take action as required, to ensure its compensation programs remain aligned with its commitment to diversity, equity and inclusion. Ensuring the Company’s compensation practices are equitable is imperative to maintain the Company’s culture and to ensure fair treatment of its employees.
The U.S. and Latin America operations’ marketing efforts have focused on developing facultative relationships with client companies because management believes facultative reinsurance represents a substantial segment of the reinsurance activity of many large insurance companies and also serves as an effective means of expanding the U.S. and Latin America operations’ automatic business.
The U.S. and Latin America operations’ marketing efforts have focused on developing facultative relationships with client companies because management believes facultative reinsurance represents a substantial 17 Table of Contents segment of the reinsurance activity of many large insurance companies and also serves as an effective means of expanding the U.S. and Latin America operations’ automatic business.
Any proposed dividend in excess of this amount is considered an “extraordinary dividend” and may 9 Table of Contents not be paid until it has been approved, or a 30-day waiting period has passed during which it has not been disapproved, by the Director of the MDCI.
Any proposed dividend in excess of this amount is considered an “extraordinary dividend” and may not be paid until it has been approved, or a 30-day waiting period has passed during which it has not been disapproved, by the Director of the MDCI.
The Covered Agreements, while promoting the recognition of U.S. state insurance regulators as group supervisors of U.S.-based global reinsurers such as RGA, also provides for an elimination of the collateral that has to be posted by reinsurers based in the European Union, the UK and by the NAIC’s anticipated extension of the rules, to those reinsurers based in additional jurisdictions that seek evaluation by the NAIC for treatment comparable to that given to members of the European Union and the UK.
The Covered Agreements, while promoting the recognition of U.S. state insurance regulators as group supervisors of U.S.-based global reinsurers such as RGA, also provide for an elimination of the collateral that has to be posted by reinsurers based in the European Union, U.K. and by the NAIC’s anticipated extension of the rules, to those reinsurers based in additional jurisdictions that seek evaluation by the NAIC for treatment comparable to that given to members of the European Union and U.K.
In December of 2024 the International Association of Insurance Supervisors (“IAIS”) found that the U.S.’s aggregation method, utilized in the Group Capital Calculation, would produce comparable outcomes to those produced by the IAIS’ Insurance Capital Standard thus obviating the need for RGA to calculate the Insurance Capital Standard in addition to the Group Capital Calculation.
In December 2024, the International Association of Insurance Supervisors (“IAIS”) found that the U.S.’s aggregation method, utilized in the GCC, would produce comparable outcomes to those produced by the IAIS’ Insurance Capital Standard, thus obviating the need for RGA to calculate the Insurance Capital Standard in addition to the GCC.
Further adoptions of laws patterned after the GDPR are expected around the world. 13 Table of Contents Ratings Insurer financial strength ratings, sometimes referred to as claims paying ratings, represent the opinions of rating agencies regarding the financial ability of an insurance company to meet its obligations under an insurance policy.
Further adoptions of laws patterned after the GDPR are expected around the world. Ratings Insurer financial strength ratings, sometimes referred to as claims paying ratings, represent the opinions of rating agencies regarding the financial ability of an insurance company to meet its obligations under an insurance policy.
“Control” is presumed to exist under Missouri and California law if a person directly or indirectly owns or controls 10% or more of the voting securities of another person.
“Control” is presumed to exist under Missouri law if a person directly or indirectly owns or controls 10% or more of the voting securities of another person.
Financial Solutions – Asset-Intensive Reinsurance The Company’s U.S. and Latin America Asset-Intensive operations primarily concentrate on the investment risk within underlying annuities and other investment oriented products.
Financial Solutions – Asset-Intensive Transactions The Company’s U.S. and Latin America Asset-Intensive operations primarily concentrate on the investment risk within underlying annuities and other investment oriented products.
The Company is dedicated to the professional growth and development of its employees, offering various learning options, mentorship opportunities, and career development resources to help employees reach their full potential. The Company strives to create a workplace where everyone feels valued and respected.
The Company is dedicated to the professional growth and development of its employees, offering various learning options, mentorship opportunities, and career development resources that encourage continuous learning to help employees reach their full potential. The Company strives to create a workplace where everyone feels valued and respected.
RGA’s reinsurance subsidiaries and branches are required to file statutory financial statements in each jurisdiction in which they are licensed and may be subject to onsite, periodic examinations by the insurance regulators of the jurisdictions in which each is licensed, authorized, or accredited.
RGA’s insurance subsidiaries and branches are required to file statutory financial statements in each jurisdiction in which they are licensed and may be subject to onsite, periodic examinations by the insurance regulators of the jurisdictions in which each is licensed, authorized to do business, or accredited.
In addition, in the U.S., when using the same methodology of comparable roles, the average non-Caucasian to Caucasian pay ratio was 101.3% for comparable jobs for base salary which represented a slight decrease, and 101.5% for both base salary plus target bonus and base salary plus target bonus plus target long-term incentives which remained stable from the previous year.
In addition, in the U.S., when using the same methodology of comparable roles, the average non-Caucasian to Caucasian pay ratio was 100.9% for comparable jobs for base salary which represented a slight decrease, and 101.4% for both base salary plus target bonus and 101.3% base salary plus target bonus plus target long-term incentives which remained stable from the previous year.
To that end, the BMA has broad powers to regulate 11 Table of Contents business activities of the Company’s Bermuda domiciled subsidiaries, mandate capital and surplus requirements, regulate trade and claims practices and require strong enterprise risk management and corporate governance activities.
To that end, the BMA has broad powers to regulate business activities of the Company’s Bermuda domiciled subsidiaries, mandate capital and surplus requirements, regulate trade and claims practices and require strong enterprise risk management and corporate governance activities.
Bermuda’s Insurance Act 1978 (the “Bermuda Insurance Act”) distinguishes between insurers carrying on long-term business, insurers carrying on special purpose business and insurers carrying on general business. There are five classifications of insurers carrying on long-term business, ranging from Class A insurers to Class E insurers.
Bermuda’s Insurance Act 1978 (the “Bermuda Insurance Act”) distinguishes between insurers carrying on long-term business, insurers carrying on special purpose business and insurers carrying on general business. There are five classifications 11 Table of Contents of insurers carrying on long-term business, ranging from Class A insurers to Class E insurers.
The study analyzed the pay practices of all U.S. and non-U.S. employees in countries with more than 50 employees, representing approximately 93.5% of the Company’s employees worldwide, comparing the average base salary, base salary plus target bonus, and base salary plus target bonus plus target long-term incentive (where applicable) of females to males in comparable roles.
The study analyzed the pay practices of all U.S. and non-U.S. employees in countries with more than 50 employees, representing approximately 95.6% of the Company’s employees worldwide, comparing the average base salary, base salary plus target bonus, and base salary plus target bonus plus target long-term incentive (where applicable) of females to males in comparable roles.
In addition, 10 other clients each generated annual gross premiums and other revenues of $25 million or more, and the aggregate gross premiums and other revenues from these clients represented approximately 35% of Canada operation’s gross premiums and other revenues. For the purpose of this disclosure, companies that are within the same insurance holding company structure are combined.
In addition, 11 other clients each generated annual gross premiums and other revenues of $25 million or more, and the aggregate gross premiums and other revenues from these clients represented approximately 37% of Canada operation’s gross premiums and other revenues. For the purpose of this disclosure, companies that are within the same insurance holding company structure are combined.
In addition, 23 other clients each generated annual gross premiums and other revenues of $25 million or more, and the aggregate gross premiums and other revenues from these clients represented approximately 41% of EMEA operation’s gross premiums and other revenues. For the purpose of this disclosure, companies that are within the same insurance holding company structure are combined.
In addition, 23 other clients each generated annual gross premiums and other revenues of $25 million or more, and the aggregate gross premiums and other revenues from these clients represented approximately 40% of EMEA operations’ gross premiums and other revenues. For the purpose of this disclosure, companies that are within the same insurance holding company structure are combined.
The Company understands that it has a responsibility to monitor and control its ecological and societal impact in addition to its obligations regarding corporate strategy, risks, opportunities, and performance. The Company strives to cultivate an inclusive environment in which diverse backgrounds, experiences, and perspectives are welcomed and employees feel comfortable and encouraged to share their viewpoints, ideas, and solutions.
The Company understands that it has a responsibility to monitor and control its ecological and societal impact in addition to its obligations regarding corporate strategy, risks, opportunities and performance. 16 Table of Contents The Company strives to cultivate an inclusive environment in which diverse experiences and perspectives are welcomed and employees feel comfortable and encouraged to share their viewpoints, ideas and solutions.
Biometric assumptions are based primarily on the Company’s own mortality, morbidity and persistency experience, reflecting industry and client-specific experience. Economic and asset-related pricing assumptions are based on current and long-term market conditions and are developed by actuarial and investment personnel with appropriate experience and expertise.
Biometric assumptions are based primarily on the Company’s own mortality, morbidity and persistency experience, reflecting industry and client-specific 14 Table of Contents experience. Economic and asset-related pricing assumptions are based on current and long-term market conditions and are developed by actuarial and investment personnel with appropriate experience and expertise.
Additionally, dividends may be paid only to the extent the insurer has unassigned surplus (as opposed to contributed surplus). The regulatory limitations and other restrictions described herein could limit the Company’s financial flexibility in the future should it choose to or need to use subsidiary dividends as a funding source for its obligations.
Additionally, dividends may be paid only to the extent that the insurer has unassigned surplus (as 9 Table of Contents opposed to contributed surplus). The regulatory limitations and other restrictions described herein could limit the Company’s financial flexibility in the future should it choose to or need to use subsidiary dividends as a funding source for its obligations.
Reinsurers have historically utilized letters of credit for the benefit of the ceding company, or have placed assets in trust for the benefit of the ceding company, or have used other structures as the primary forms of collateral. An exception to this requirement is expected to exist for reinsurance ceded to reciprocal jurisdiction reinsurers.
Reinsurers have historically utilized letters of credit for the benefit of the ceding company, have placed assets in trust for the benefit of the ceding company, or have used other structures as the primary forms of collateral. An exception to this requirement exists for reinsurance ceded to reciprocal jurisdiction reinsurers.
The Missouri insurance holding company laws and regulations generally require insurance and reinsurance subsidiaries of insurance holding companies to register and file with the Missouri Department of Commerce and Insurance certain reports describing, among other information, capital structure, ownership, financial condition, certain intercompany transactions, and general business operations.
The Missouri insurance holding company laws and regulations generally require insurance subsidiaries of insurance holding companies to register and file with the MDCI certain reports describing, among other information, capital structure, ownership, financial condition, certain intercompany transactions, and general business operations.
They also may require the Company, among other things, to notify client insurers or individuals of any security breach involving protected data, and to provide individuals with the right to access personal data and with the right to be forgotten.
They also may require the Company, among other things, to notify client insurers or individuals of any security breach involving protected data, and to provide individuals with data subject rights, such as the right to access personal data and with the right to be forgotten.
The cybersecurity regulation in New York is applicable to many of the Company’s clients, and it requires the Company to demonstrate the existence and soundness of its cybersecurity program to those clients.
The cybersecurity regulation in New York is applicable to Aurora National and many of the Company’s clients, and requires the Company to demonstrate the existence and soundness of its cybersecurity program to those clients.
Traditional reinsurance in the UK, South Africa, Italy and Germany consists predominantly of long term contracts, which are not terminable for existing risk without recapture or natural expiry, whereas in other markets within the region contracts are predominantly short term, renewing annually. Financial Solutions The Company’s EMEA Financial Solutions segment includes longevity, asset-intensive and financial reinsurance.
Traditional reinsurance in the U.K., South Africa, Italy and Germany consists 19 Table of Contents predominantly of long-term contracts, which are not terminable for existing risk without recapture or natural expiry, whereas in other markets within the region contracts are predominantly short term, renewing annually. Financial Solutions The Company’s EMEA Financial Solutions segment includes longevity, asset-intensive and financial reinsurance.
In addition, 40 other clients each generated annual gross premiums and other revenues of $100 million or more, and the aggregate gross premiums and other revenues from these clients represented approximately 48% of the Company’s gross premiums and other revenues. No individual client generated 10% or more of the Company’s total gross premiums and other revenues.
In addition, 36 other clients each generated annual gross premiums and other revenues of $100 million or more, and the aggregate gross premiums and other revenues from these clients represented approximately 46% of the Company’s gross premiums and other revenues. No individual client generated 10% or more of the Company’s total gross premiums and other revenues.
The Company’s Inclusion Councils proactively leverage diverse teams around the world and serve as thought leaders for the Company to advance workplace practices, benefits, and programs. These include caregiver benefits, employee wellbeing, mental health advocacy and career development for employees.
The Company’s Global Inclusion Council and Global Employee Resource Groups proactively leverage diverse teams around the world and serve as thought leaders for the Company to advance workplace practices, benefits, and programs. These include caregiver benefits, employee wellbeing, mental health advocacy and career development for employees.
The assets are owned by the trustees of such plans, who invest the assets under the terms of investment guidelines to which the Company agrees.
The assets are owned by the trustees of such plans, who invest the assets under the terms of investment 5 Table of Contents guidelines to which the Company agrees.
See Note 16 – “Financial Condition and Net Income on a Statutory Basis” in the Notes to Consolidated Financial Statements for additional information on the Company’s dividend restrictions.
See Note 16 – “Financial Condition and Net Income on a Statutory Basis – Significant Subsidiaries” in the Notes to Consolidated Financial Statements for additional information on the Company’s dividend restrictions.
Regulation The following table provides the jurisdiction of the regulatory authority for RGA’s primary operating and captive subsidiaries: Subsidiary Regulatory Authority Jurisdiction RGA Reinsurance Company (“RGA Reinsurance”) Missouri Rockwood Reinsurance Company (“Rockwood Re”) Missouri Castlewood Reinsurance Company (“Castlewood Re”) Missouri Chesterfield Reinsurance Company (“Chesterfield Re”) Missouri RGA Life and Annuity Insurance Company (“RGA Life and Annuity”) Missouri RGA Life Reinsurance Company of Canada (“RGA Canada”) Canada RGA Reinsurance Company (Barbados) Ltd.
Regulation The following table provides the jurisdiction of the regulatory authority for RGA’s primary operating and captive subsidiaries: Subsidiary Regulatory Authority Jurisdiction RGA Reinsurance Company (“RGA Reinsurance”) Missouri Rockwood Reinsurance Company (“Rockwood Re”) Missouri Castlewood Reinsurance Company (“Castlewood Re”) Missouri Chesterfield Reinsurance Company (“Chesterfield Re”) Missouri RGA Life and Annuity Insurance Company (“RGA Life and Annuity”) Missouri Aurora National Life Assurance Company (“Aurora National”) Missouri RGA Life Reinsurance Company of Canada (“RGA Canada”) Canada RGA Americas Reinsurance Company, Ltd.
Changes in control of an insurer are not permitted under the laws of these states unless: (i) certain filings are made with the home state regulator, (ii) certain requirements are met, including a public hearing, and (iii) approval or exemption is granted by the home state regulator.
Changes in control of an insurer are not permitted under Missouri law unless: (i) certain filings are made with the MDCI as the home state regulator, (ii) certain requirements are met, including a public hearing, and (iii) approval or exemption is granted by the MDCI.
The Company’s global team of approximately 4,100 employees consistently develop innovative solutions for its clients, deliver long-term returns for its investors, and create a meaningful impact in the communities where its employees live and work.
The Company’s global team of approximately 4,300 employees as of December 31, 2025, consistently develop innovative solutions for its clients, deliver long-term returns for its investors, and create a meaningful impact in the communities where its employees live and work.
Requirements of this type are proposed from time-to-time in developing markets. These forced localization requirements have the impact of limiting the amount of reinsurance business RGA can conduct in those countries without the participation of a local reinsurer. RGA expects the scope and extent of regulation outside of the U.S., as well as group regulatory oversight, to continue to increase.
These forced localization requirements have the impact of limiting the amount of reinsurance business RGA can conduct in those countries without the participation of a local reinsurer. RGA expects the scope and extent of regulation outside of the U.S., as well as group regulatory oversight, to continue to increase.
Department of the Treasury has negotiated a “covered agreement” with the European Union, as well as a similar “covered agreement” with the United Kingdom (“UK”) (together, the “Covered Agreements”).
Department of the Treasury has negotiated a “covered agreement” with the European Union, as well as a similar “covered agreement” with the United Kingdom (“U.K.”) (together, the “Covered Agreements”).
(“RGA Barbados”) Barbados RGA Americas Reinsurance Company, Ltd. (“RGA Americas”) Bermuda Manor Reinsurance, Ltd. (“Manor Re”) Barbados RGA Worldwide Reinsurance Company, Ltd. (“RGA Worldwide”) Barbados RGA Global Reinsurance Company, Ltd.
(“RGA Americas”) Bermuda RGA Global Reinsurance Company, Ltd. (“RGA Global”) Bermuda Manor Reinsurance, Ltd. (“Manor Re”) Barbados RGA Worldwide Reinsurance Company, Ltd. (“RGA Worldwide”) Barbados RGA Reinsurance Company (Barbados) Ltd.
Customer Base The Company provides reinsurance products primarily to the largest life insurance companies in the world. In 2024, excluding premiums from single premium pension risk transfer transactions, the Company’s five largest clients generated approximately $2.9 billion or 18% of the Company’s gross premiums and other revenues.
Customer Base The Company provides reinsurance solutions primarily to the largest life insurance companies in the world. In 2025, excluding premiums from single premium pension risk transfer transactions, the Company’s five largest clients generated approximately $3.9 billion or 21% of the Company’s gross premiums and other revenues.
Laws and regulations similar to the New York cybersecurity regulation and the CCPA, as well as measures similar to the NAIC’s Insurance Data Security Model Law are likely to be adopted by more U.S. states in the near future, if not by the U.S. federal government.
Various U.S. state privacy laws, such as the California Consumer Privacy Act and regulations similar to the New York cybersecurity regulation, as well as measures similar to the NAIC’s Insurance Data Security Model Law, are likely to be adopted by more U.S. states in the near future, if not by the U.S. federal government.
Asset-intensive transactions are mostly structured to take on investment risk such that the Company recognizes profits or losses primarily from the spread between the investment earnings and the interest credited on the underlying annuity contract liabilities. 20 Table of Contents Customer Base In 2024, the five largest clients generated approximately $1.5 billion or 44% of Asia Pacific operation’s gross premiums and other revenues.
Asset-intensive transactions are mostly structured to take on investment risk such that the Company recognizes profits or losses primarily from the spread between the investment earnings and the interest credited on the underlying annuity contract liabilities. Customer Base In 2025, the five largest clients generated approximately $1.8 billion or 46% of Asia Pacific operations’ gross premiums and other revenues.
(“RGA Global”) Bermuda RGA Reinsurance Company of Australia Limited (“RGA Australia”) Australia RGA International Reinsurance Company dac (“RGA International”) Ireland Aurora National Life Assurance Company (“Aurora National”) Missouri Omnilife Insurance Company, Limited United Kingdom Hodge Life Assurance Company Limited United Kingdom Certain of the Company’s subsidiaries and branches are subject to regulations in the other jurisdictions in which they are licensed or authorized to do business.
(“RGA Barbados”) Barbados RGA Reinsurance Company of Australia Limited (“RGA Australia”) Australia RGA International Reinsurance Company dac (“RGA International”) Ireland Omnilife Insurance Company Limited United Kingdom Hodge Life Assurance Company Limited United Kingdom Certain of the Company’s subsidiaries and branches are subject to regulations in the other jurisdictions in which they are licensed or authorized to do business.
GAAP, due to the low risk nature of the transactions and are reported in accordance with deposit accounting guidelines. Customer Base In 2024, the five largest clients generated approximately $1.2 billion or 41% of EMEA operation’s gross premiums and other revenues.
GAAP, due to the low risk nature of the transactions and are reported in accordance with deposit accounting guidelines. Customer Base In 2025, the five largest clients generated approximately $1.6 billion or 45% of EMEA operations’ gross premiums and other revenues.
They work to implement the Company’s recruitment plans, offer community for historically marginalized groups, and contribute to charitable giving and volunteerism. Importantly, these Councils foster unity, celebration and engagement across our globally distributed workforce.
They work to support the Company’s recruitment plans, offer community for variety of affinity groups, and contribute to charitable giving and volunteerism. Importantly, these Councils foster unity, celebration and engagement across our globally distributed workforce.
In the U.S. the NAIC adopted the Insurance Data Security Model Law which establishes standards for data security and for the investigation of and notification of insurance regulators of cybersecurity events involving unauthorized access to certain private information belonging to insureds.
In the U.S., the NAIC adopted the Insurance Data Security Model Law, which establishes standards for data security and for the investigation of and notification of insurance regulators of cybersecurity events involving unauthorized access to certain private information belonging to insureds. To date, this Model Law has been adopted by twenty eight jurisdictions.
As a result, RGA Reinsurance may need to alter the type and volume of business it reinsures, increase prices on those products, raise additional capital to support higher regulatory reserves or implement higher cost strategies, primarily involving the use of a certified reinsurer or reciprocal jurisdiction reinsurer as discussed below.
As a result, RGA Reinsurance may need to alter the type and volume of business it reinsures, increase prices on those products, raise additional capital to support higher regulatory reserves or implement higher cost strategies, primarily involving the use of a certified reinsurer or reciprocal jurisdiction reinsurer as discussed below if it is unable to effectively utilize captive reinsurers in support of its reserve financing.
Influences of the Solvency II – type framework are already present in the insurance regulation of Bermuda and China and currently influence the solvency measures imposed upon RGA Global and RGA Americas. 12 Table of Contents Additionally, some countries limit the amount of insurance business that can be ceded to foreign reinsurers.
Influences of the Solvency II-type framework are already present in the insurance regulation of Bermuda and China and currently influence the solvency measures imposed upon RGA Global and RGA Americas. Additionally, some countries limit the amount of insurance business that can be ceded to foreign reinsurers. Requirements of this type are proposed from time-to-time in developing markets.
Under certain conditions in some treaties, the Company may be obligated to move reinsurance from one subsidiary of RGA to another subsidiary, post additional collateral for the ceding insurer or allow the ceding insurer to cancel the reinsurance.
In addition, the Company holds securities in trust to satisfy collateral requirements under certain third-party reinsurance treaties. Under certain conditions in some treaties, the Company may be obligated to move reinsurance from one subsidiary of RGA to another subsidiary, post additional collateral for the ceding insurer or allow the ceding insurer to cancel the reinsurance.
This inclusive culture helps attract and retain a diverse workforce, which is essential for driving innovation and growth. Talent Attraction, Development and Retention As a global reinsurer, the Company’s continued growth and vitality is built on attracting, developing and retaining exceptional, world-class talent.
This inclusive 15 Table of Contents culture helps attract and retain a diverse workforce, which is essential for driving innovation and growth in all of the markets in which we operate. Talent Attraction, Development and Retention As a global reinsurer, the Company’s continued growth and vitality are built on attracting, developing and retaining exceptional, world-class talent.
At the direction of the FSB, the IAIS has developed a model framework for the supervision of IAIGs that contemplates “group-wide supervision” across national boundaries. On current findings, the U.S. Group Capital Calculation has been accepted as the group-wide risk and solvency assessment to monitor and manage its overall solvency.
At the direction of the FSB, the IAIS has developed a model framework for the supervision of IAIGs that contemplates “group-wide supervision” across national boundaries. The GCC has been accepted as the group-wide risk and solvency assessment to monitor and manage RGA’s overall solvency.
The Company is committed to continuous improvement, high-performance and encourages employees to think creatively and explore new ideas. This innovative mindset helps the Company stay ahead in the competitive reinsurance industry.
Innovation is at the heart of RGA’s culture. The Company is committed to continuous improvement, high-performance, execution excellence and encourages employees to think creatively and explore new ideas. This innovative mindset helps the Company stay ahead in the competitive reinsurance industry.
In contrast to facultative reinsurance, reinsurers do not engage in underwriting assessments of each risk assumed through an automatic treaty. 17 Table of Contents As the Company does not apply its underwriting standards to each policy ceded to it under automatic treaties, the U.S. and Latin America operations generally require ceding companies to retain a portion of the business written on an automatic basis, thereby increasing the ceding companies’ incentives to underwrite risks with due care and, when appropriate, to contest claims diligently.
As the Company does not apply its underwriting standards to each policy ceded to it under automatic treaties, the U.S. and Latin America operations generally require ceding companies to retain a portion of the business written on an automatic basis, thereby increasing the ceding companies’ incentives to underwrite risks with due care and, when appropriate, to contest claims diligently.
The NAIC Life and Health Reinsurance Agreements Model Regulation, which has been adopted in most states, including Missouri, imposes additional requirements for insurers to claim reserve credit for reinsurance ceded (excluding yearly renewable term reinsurance and non-proportional reinsurance).
The NAIC Life and Health Reinsurance Agreements Model Regulation, which has been adopted in most states, including Missouri, imposes additional requirements for insurers to claim reserve credit for reinsurance ceded (with limited exclusions for reinsurance written on either a yearly renewable term or non-proportional reinsurance basis).
These laws and regulations vary country to country and state to state, but they generally require the establishment of programs to detect and prevent unauthorized access to personal data and to mitigate theft of personal data.
These laws and regulations vary country to country and state to state, but they generally require the establishment of programs related to personal data processing, including but not limited to programs to detect and prevent unauthorized access to personal data.

… 65 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

103 edited+34 added−20 removed138 unchanged
Biggest changeSuch a failure could harm our reputation, subject us to investigations, litigation, regulatory sanctions and other claims and expenses, lead to loss of customers and revenues and otherwise adversely affect our business, financial condition or results of operations.
Biggest changeIf our information security systems or the information systems of any third parties with which we interact, are disrupted or compromised, in a manner which impacts us or our information security systems, as a result of a cybersecurity attack, a security incident, including a data breach, or other security incident could result in liabilities and penalties, have an adverse impact on our financial results and growth prospects, cause interruption of normal business operations, cause us to incur substantial costs, harm our reputation, subject us to investigations, litigation, regulatory sanctions and other claims and expenses, lead to loss of customers and revenues and otherwise adversely affect our business, financial condition or results of operations.
For example, mortality, longevity, morbidity or lapse experience that is less favorable than the rates that we used in pricing a reinsurance agreement may cause our net income to be less than otherwise expected because the premiums we receive for the risks we assume may not be sufficient to cover the claims and profit margin.
For example, mortality, longevity, morbidity or lapse experience that is less favorable than the rates that we used in pricing a reinsurance agreement may cause our net income to be less than otherwise expected because the premiums we receive for the risks we assume may not be sufficient to cover the claims and expected profit margin.
If our capital levels are insufficient to fulfill any such commitments, we could be required to reduce our risk profile by, for example, retroceding some of our business or by raising additional capital by issuing debt, hybrid or equity securities.
If our capital levels are insufficient to fulfill any such commitments, we could be required to reduce our risk profile by, for example, retroceding some of our business or by raising additional capital by issuing debt, or hybrid or equity securities.
Internal Revenue Code is revised to reduce benefits associated with the tax-deferred status of certain life insurance and annuity products, or to increase the tax-deferred status of competing products, all life insurance companies would be adversely affected with respect to their ability to sell such products, and, depending on grandfathering provisions, by the surrenders of existing annuity contracts and life insurance policies.
Internal Revenue Code is revised to reduce benefits associated with the tax-deferred status of certain life insurance and annuity products, or increase the tax-deferred status of competing products, all life insurance companies would be adversely affected with respect to their ability to sell such products, and, depending on grandfathering provisions, by the surrenders of existing annuity contracts and life insurance policies.
These include privately-placed fixed maturity securities, options and other derivative instruments, mortgage loans, policy loans, limited partnership interests, and real estate equity, such as real estate joint ventures and funds. Additionally, markets for certain of our investments that are currently liquid may experience reduced liquidity during periods of market volatility or disruption.
These investments include privately-placed fixed maturity securities, options and other derivative instruments, mortgage loans, policy loans, limited partnership interests, and real estate equity, such as real estate joint ventures and funds. Additionally, markets for certain of our investments that are currently liquid may experience reduced liquidity during periods of market volatility or disruption.
In addition, there are ongoing risks around the world related to interest rate fluctuations, slowing global growth, commodity prices and the devaluation of certain currencies. These events and continuing market upheavals may have an adverse effect on us, in part because we have a large investment portfolio and are also dependent upon customer behavior.
In addition, there may be ongoing risks around the world related to interest rate fluctuations, slowing global growth, commodity prices and the devaluation of certain currencies. These events and continuing market upheavals may have an adverse effect on us, in part because we have a large investment portfolio and are also dependent upon customer behavior.
Moreover, insurance laws and regulations, among other things, establish minimum capital requirements and limit the amount of dividends, tax distributions and other payments our reinsurance subsidiaries can make without prior regulatory approval, and impose restrictions on the amount and type of investments we may hold. Changes in any laws applicable to us could negatively affect our business.
Moreover, insurance laws and regulations, among other things, establish minimum capital requirements and limit the amount of dividends, tax distributions and other payments our insurance subsidiaries can make without prior regulatory approval, and impose restrictions on the amount and type of investments we may hold. Changes in any laws applicable to us could negatively affect our business.
An increase in the number of future COVID-19 cases or a future epidemic or pandemic may again raise mortality rates in certain jurisdictions and populations and cause additional disruptions in international and U.S. economies and financial markets, which could severely impact our business, results of operations and financial condition.
A future epidemic, pandemic or an increase in the number of future COVID-19 cases may again impact mortality rates in certain jurisdictions and populations and cause additional disruptions in international and U.S. economies and financial markets, which could severely impact our business, results of operations and financial condition.
In addition, life insurance products are often used to fund estate tax obligations. If Congress adopts legislation in the future to reduce or eliminate the estate tax, our U.S. life insurance company customers could face reduced demand for some of their life insurance products, which in turn could negatively affect our reinsurance business.
In addition, life insurance products are often used to fund estate tax obligations. If Congress adopts legislation to reduce or eliminate the estate tax, our U.S. life insurance company customers could face reduced demand for some of their life insurance products, which in turn could negatively affect our reinsurance business. The U.S.
Our reinsurance subsidiaries manage their liabilities and configure their investment portfolios to provide and maintain sufficient liquidity to support anticipated withdrawal demands and contract benefits and maturities under reinsurance treaties with these customers. While our reinsurance subsidiaries own a significant amount of liquid assets, a portion of their assets are relatively illiquid.
Our insurance subsidiaries manage their liabilities and configure their investment portfolios to provide and maintain sufficient liquidity to support anticipated withdrawal demands and contract benefits and maturities under reinsurance treaties with these customers. While our insurance subsidiaries own a significant amount of liquid assets, a portion of their assets are relatively illiquid.
All future payments of dividends are at the discretion of our board of directors and will depend on our earnings, capital requirements, insurance regulatory conditions, operating conditions and such other factors as our board of directors may deem relevant. The amount of dividends that we can pay will depend in part on the operations of our reinsurance subsidiaries.
All future payments of dividends are at the discretion of our board of directors and will depend on our earnings, capital requirements, insurance regulatory conditions, operating conditions and such other factors as our board of directors may deem relevant. The amount of dividends that we can pay will depend in part on the operations of our insurance subsidiaries.
We structure our investments to match our anticipated liabilities under reinsurance treaties to the extent we believe necessary. If our calculations with respect to these reinsurance liabilities are incorrect, or if we improperly structure our investments to match such liabilities, we could be forced to liquidate investments prior to maturity at a significant loss.
We structure our investments to match our anticipated liabilities under reinsurance treaties to the extent that we believe necessary. If our calculations with respect to these reinsurance liabilities are incorrect, or if we improperly structure our investments to match such liabilities, we could be forced to liquidate investments prior to maturity at a significant loss.
Accordingly, we reinsure, or retrocede, business to affiliated and unaffiliated reinsurers to reduce the amount of regulatory reserves and capital we are required to hold in certain jurisdictions. As described in “Item 1. Business – B. Corporate Structure – Regulation – U.S.
Accordingly, we reinsure, or retrocede, business to affiliated and unaffiliated reinsurers to reduce the amount of regulatory reserves and capital we are required to hold in certain jurisdictions. As described in “Item 1. Business – B. Corporate Structure – U.S.
Under some circumstances, payments to our insurance company customers could require our reinsurance subsidiaries to dispose of assets on unfavorable terms. Defaults, downgrades or other events impairing the value of our fixed maturity securities portfolio may reduce our earnings.
Under some circumstances, payments to our insurance company customers could require our insurance subsidiaries to dispose of assets on unfavorable terms. Defaults, downgrades or other events impairing the value of our fixed maturity securities portfolio may reduce our earnings.
Changes in interest rates, reduced liquidity in the financial markets or a slowdown in U.S. or global economic conditions have and, in the future, may also adversely affect the values and cash flows of the assets in our investment portfolio.
Changes in interest rates, reduced liquidity in the financial markets or a slowdown in U.S. or global economic conditions have adversely affected, and, in the future, may also adversely affect the values and cash flows of the assets in our investment portfolio.
Changes in economic conditions may lead to changes in market interest rates or changes in our investment strategies, either of which could cause our actual investment returns and expenses to differ from our pricing and reserve assumptions.
Changes in economic conditions may lead to changes in market interest rates or changes in our investment strategies, either of which could cause our actual investment returns and expenses to differ materially from our pricing and reserve assumptions.
We expect mortality, longevity, morbidity and lapse experience to fluctuate somewhat from period to period but believe they should remain reasonably predictable over a period of many years.
We expect mortality, longevity, morbidity and lapse experience to fluctuate somewhat from period to period but believe that they should remain reasonably predictable over a period of many years.
Our third-party service providers rely on their computer systems and their ability to maintain the security, confidentiality, integrity and privacy of those systems and the data residing on such systems.
Our third-party service providers rely on their computer and information security systems and their ability to maintain the security, confidentiality, integrity and privacy of those systems and the data residing on such systems.
The success of these acquisitions depends on, among other factors, our ability to appropriately price and evaluate the risks of the acquired business, as well as the availability and cost of funding sufficient to meet increased capital needs, the ability to fund cash flow shortages that may occur if anticipated revenues are not realized or are delayed and the possibility that the value of investments acquired in an acquisition may be lower than expected or may diminish due to credit defaults or changes in interest rates and that liabilities assumed may be greater than expected (due to, among other factors, less favorable than expected mortality or morbidity experience).
The success of these acquisitions depends on, among other factors, our ability to appropriately price and evaluate the risks of the acquired business through our due diligence efforts, as well as the availability and cost of funding sufficient to meet increased capital needs, the ability to fund cash flow shortages that may occur if anticipated revenues are not realized or are delayed and the possibility that the value of investments acquired in an acquisition may be lower than expected or may diminish due to credit defaults or changes in interest rates and that liabilities assumed may be greater than expected (due to, among other factors, less favorable than expected mortality or morbidity experience).
In addition, an epidemic or pandemic that affected our employees or 22 Table of Contents the employees of companies with which we do business could disrupt our business operations. The effectiveness of external parties, including governmental and non-governmental organizations, in combating the spread and severity of such an event could have a material impact on the losses we experience.
In addition, an epidemic or pandemic that affects our employees or 22 Table of Contents the employees of companies with which we do business could disrupt our business operations. The effectiveness of external parties, including governmental and non-governmental organizations, in combating the spread and severity of such an event could have a material impact on the losses we experience.
Our reinsurance company subsidiaries are subject to various statutory and regulatory restrictions, applicable to insurance companies generally, that limit the amount of cash dividends, loans and advances that those subsidiaries may pay to us. Covenants contained in certain of our debt agreements also restrict the ability of certain subsidiaries to pay dividends and make other distributions or loans to us.
Our insurance subsidiaries are subject to various statutory and regulatory restrictions, applicable to insurance companies generally, that limit the amount of cash dividends, loans and advances that those subsidiaries may pay to us. Covenants contained in certain of our debt agreements also restrict the ability of certain subsidiaries to pay dividends and make other distributions or loans to us.
These risks are not exclusive, and additional risks to which we are subject include, but are not limited to, the factors mentioned under “Cautionary Note Regarding Forward-Looking Statements” in Item 7 below and the risks of our businesses described elsewhere in this Annual Report on Form 10-K.
These risks are not exclusive, and additional risks to which we are subject include, but are not limited to, the factors mentioned under “Cautionary Note Regarding Forward-Looking Statements” in Item 7 below and the risks of our business described elsewhere in this Annual Report on Form 10-K.
Additionally, rating agencies may make changes in their capital models and rating methodologies, which could increase the amount of capital required to support our ratings. Any downgrade in the ratings of our reinsurance subsidiaries could adversely affect their ability to sell products, retain existing business, and compete for attractive acquisition opportunities.
Additionally, rating agencies may make changes in their capital models and rating methodologies, which could increase the amount of capital required to support our ratings. Any downgrade in the ratings of our insurance subsidiaries could adversely affect their ability to sell products, retain existing business, and compete for attractive acquisition opportunities.
Our reinsurance subsidiaries are subject to government regulation in each of the jurisdictions in which they are licensed or authorized to do business. Governmental agencies have broad administrative power to regulate many aspects of the reinsurance business, which may include reinsurance terms and capital adequacy.
Our insurance subsidiaries are subject to government regulation in each of the jurisdictions where they are licensed or authorized to do business. Governmental agencies have broad administrative power to regulate many aspects of the reinsurance business, which may include reinsurance terms and capital adequacy.
A downgrade in our ratings or in the ratings of our reinsurance subsidiaries could adversely affect our ability to compete. Our financial strength and credit ratings are important factors in our competitive position. Rating organizations periodically review the financial performance and condition of insurers, including our reinsurance subsidiaries.
A downgrade in our ratings or in the ratings of our insurance subsidiaries could adversely affect our ability to compete. Our financial strength and credit ratings are important factors in our competitive position. Rating organizations periodically review the financial performance and condition of insurers, including our insurance subsidiaries.
Under certain circumstances, we may be contractually prohibited from paying dividends on our common stock due to restrictions associated with certain of our debt securities. 34 Table of Contents Certain provisions in our articles of incorporation and bylaws, in Missouri law and in applicable insurance laws, may delay or prevent a change in control, which could adversely affect the price of our common stock.
Under certain circumstances, we may be contractually prohibited from paying dividends on our common stock due to restrictions associated with certain of our debt securities. Certain provisions in our articles of incorporation and bylaws, in Missouri law and in applicable insurance laws, may delay or prevent a change in control, which could adversely affect the price of our common stock.
Furthermore, we establish deferred tax assets to the extent our portfolio of fixed maturity securities is in an unrealized loss position. Realization of these losses could result in the inability to recover all of the tax benefits, resulting in a valuation allowance against the deferred tax asset. Realized losses may have a material adverse impact on our results. The U.S.
Furthermore, we establish deferred tax assets to the extent that our portfolio of fixed maturity securities is in an unrealized loss position. Realization of these losses could result in the inability to recover all of the tax benefits, resulting in a valuation allowance against the deferred tax asset. Realized losses may have a material adverse impact on our results.
Sources of liquidity in normal markets also include proceeds from the issuance of a variety of short- and long-term instruments, including medium- and long-term debt, subordinated and junior subordinated debt securities, capital securities and common stock. If current resources do not satisfy our needs, we may have to seek additional financing.
Sources of liquidity in normal markets also include proceeds from the issuance of a variety of short- and long-term instruments, including medium- and long-term debt, subordinated and junior subordinated debt securities, capital securities and common stock. 30 Table of Contents If current resources do not satisfy our needs, we may have to seek additional financing.
Any such events could have a material negative impact on the financial markets, potentially impacting the value and liquidity of our invested assets, access to capital markets and credit, and the business of our clients.
Any such event could have a material negative impact on the financial markets, potentially impacting the value and liquidity of our invested assets, access to capital markets and credit and the business of our clients.
Likewise, such liabilities, actions, inquiries or investigations directed against our clients could have similar consequences to them and indirect consequences to us. Regulatory inquiries and litigation may also cause volatility in the price of stocks of companies in our industry or in our stock 30 Table of Contents price. For additional information, see Item 8.
Likewise, such liabilities, actions, inquiries or investigations directed against our clients could have similar consequences to them and indirect consequences to us. Regulatory inquiries and litigation may also cause volatility in the price of stocks of companies in our industry or in our stock price. For additional information, see Item 8.
Upon certain downgrade events, some of our reinsurance contracts would either permit our client ceding insurers to terminate such reinsurance contracts or require us to post collateral to secure our obligations under these reinsurance contracts, either of which could negatively impact our ability to 23 Table of Contents conduct business and our results of operations.
Upon certain downgrade events, some of our reinsurance contracts would either permit our client ceding insurers to terminate such reinsurance contracts or require us to post collateral to secure our obligations under these reinsurance contracts, either of which could negatively impact our ability to conduct business and our results of operations.
Each of such asset classes is regularly evaluated for impairment under the accounting guidance appropriate to the respective asset class. Risks Related to Ownership of Our Common Stock We may not pay dividends on our common stock. Our shareholders may not receive dividends.
Each of such asset classes is regularly evaluated for impairment under the accounting guidance appropriate to the respective asset class. 34 Table of Contents Risks Related to Ownership of Our Common Stock We may not pay dividends on our common stock. Our shareholders may not receive dividends.
Our ability to pay principal and interest on any debt securities or dividends on any preferred or common stock depends, in part, on the ability of our reinsurance company subsidiaries, our principal sources of cash flow, to declare and distribute dividends or advance money to RGA.
Our ability to pay principal and interest on any debt securities or dividends on any preferred or common stock depends, in part, on the ability of our insurance subsidiaries, our principal sources of cash flow, to declare and distribute dividends or advance money to RGA.
We rely on our computer systems for a variety of business functions across our global operations, including for the administration of our business, underwriting, claims, performing actuarial analysis and maintaining financial records. We 29 Table of Contents depend heavily upon these computer systems to provide reliable service, data and reports.
We rely on our computer and our information security systems for a variety of business functions across our global operations, including for the administration of our business, underwriting, claims, performing actuarial analysis and maintaining 28 Table of Contents financial records. We depend heavily upon these computer systems to provide reliable service, data and reports.
Our business, results of operations and financial condition have been, and may continue to be, adversely affected by epidemics and pandemics, such as COVID-19, and responses thereto. Epidemics and pandemics can adversely affect our business, financial condition and results of operations because they exacerbate mortality and morbidity risk. The likelihood, timing, and severity of these events cannot be predicted.
Our business, results of operations and financial condition have been, and may continue to be, adversely affected by epidemics and pandemics and responses thereto. Epidemics and pandemics can adversely affect our business, financial condition and results of operations because they exacerbate mortality and morbidity risk. The likelihood, timing, and severity of these events cannot be predicted.
In addition, we cannot assure you that more stringent dividend restrictions will not be adopted, as discussed above under “Our reinsurance subsidiaries are highly regulated, and changes in these regulations could negatively affect our business.” As a result of our insurance holding company structure, upon the insolvency, liquidation, reorganization, dissolution or other winding-up of one of our reinsurance subsidiaries, all creditors of that subsidiary would be entitled to payment in full out of the assets of such subsidiary before we, as shareholder, would be entitled to any payment.
In addition, more stringent dividend restrictions may be adopted, as discussed above under “Our insurance subsidiaries are highly regulated, and changes in these regulations could negatively affect our business.” As a result of our insurance holding company structure, upon the insolvency, liquidation, reorganization, dissolution or other winding-up of one of our insurance subsidiaries, all creditors of that subsidiary would be entitled to payment in full out of the assets of such subsidiary before we, as shareholder, would be entitled to any payment.
For example, the facility fee and interest rate for our syndicated revolving credit facility and certain other credit facilities are based on our senior long-term debt ratings. A decrease in those ratings could result in an increase in costs under those credit facilities.
For example, the facility fees and interest rates for our syndicated revolving credit facility and certain other credit facilities are based on our senior long-term debt ratings. A decrease in those ratings could result in an increase in costs under those credit facilities.
CMBS and RMBS are stated on our balance sheet at fair value. The performance of our mortgage loan investments and our investments in CMBS and RMBS, however, may fluctuate in the future.
CMBS and RMBS are 33 Table of Contents stated on our balance sheet at fair value. The performance of our mortgage loan investments and our investments in CMBS and RMBS, however, may fluctuate in the future.
If we were forced to sell certain of our investments into illiquid markets, prices may be lower than our carrying value in such investments.
If we were forced to sell certain of our investments into illiquid markets, prices may be lower than our carrying value in such 32 Table of Contents investments.
Among other things, these processes rely heavily on our underwriting, our analysis of mortality, longevity and morbidity trends, lapse rates, expenses and our understanding of medical impairments and their effect on mortality, longevity or morbidity.
Among other things, these processes rely heavily on our underwriting and due diligence, our analysis of mortality, longevity and morbidity trends, lapse rates, investment returns, and expenses and our understanding of medical impairments and their effect on mortality, longevity or morbidity.
In our group life and disability businesses, premiums and claims costs may increase as compensation levels increase. However, during inflationary periods with rising interest rates, the value of fixed income investments falls which could increase realized and unrealized losses, resulting in additional deferred tax assets that may not be realizable.
Inflationary conditions could affect our business in several ways. In our group life and disability businesses, premiums and claims costs may increase as compensation levels increase. However, during inflationary periods with elevated interest rates, the value of fixed income investments falls which could increase realized and unrealized losses, resulting in additional deferred tax assets that may not be realizable.
As with all financial services companies, our ability to conduct business depends on consumer confidence in the industry and our financial strength. Actions of competitors, and financial difficulties of other companies in the industry, and related adverse publicity, could undermine consumer confidence and harm our reputation and business. Catastrophic events could adversely affect our business, financial condition and operations.
As with all financial services companies, our ability to conduct business depends on consumer confidence in the industry and our financial strength. Actions of competitors, and financial difficulties of other companies in the industry, and related adverse publicity, could undermine consumer confidence and harm our reputation and business.
Failure to anticipate market trends or to differentiate our products and services may affect our ability to grow or maintain our current position in the industry.
Failure to anticipate 26 Table of Contents market trends or to differentiate our products and services may affect our ability to grow or maintain our current position in the industry.
Market dislocations, decreases in observable market activity or unavailability of information may restrict our access to key inputs used to derive certain estimates and assumptions made in connection with financial reporting or otherwise, including estimates and changes in long term macro-economic assumptions relating to estimated expected credit losses.
Market dislocations, decreases in observable market activity or unavailability of information may restrict our access to key inputs used to derive certain estimates and assumptions made in connection with financial reporting or otherwise, including estimates and changes in long-term macro-economic assumptions relating to estimated expected credit losses. The liquidity and value of some of our investments may become significantly diminished.
If we conclude that our reserves are insufficient to cover actual or expected policy and contract benefits and claim payments as a result of changes in experience, assumptions or otherwise, we would be required to increase our reserves and incur charges in the period in which we make the determination.
If we determine that our reserves are insufficient to cover actual or expected policy and contract benefits and claims as a result of changes in experience, assumptions or otherwise, we would be required to increase our reserves and incur charges in the period in which our assumptions are updated.
Administrative and technical controls, security measures and other preventative actions we take to reduce the risk of such incidents and protect our information technology may not be sufficient to prevent physical and electronic break-ins, and similar disruptions from unauthorized tampering with our computer systems. Despite our continued efforts, cybersecurity threats are becoming more frequent and sophisticated.
Administrative and technical controls, security measures and other preventative actions we take to reduce the risk of such incidents and protect our information technology may not be sufficient to prevent physical and electronic break-ins, and similar disruptions from unauthorized tampering with our computer and information security systems. Despite our continued efforts, we have experienced security incidents from time to time.
Our business is highly dependent upon the effective operation of our computer systems. The failure of our computer systems or disaster recovery capabilities for any reason could cause significant interruptions in our operations and result in a failure to maintain the security, confidentiality, integrity or privacy of sensitive or personal data related to our customers, insured individuals or employees.
The failure of our information security systems or disaster recovery capabilities for any reason could cause significant interruptions in our operations and result in a failure to maintain the security, confidentiality, integrity or privacy of sensitive or personal data related to our customers, insured individuals or employees.
We help to set, and monitor compliance with, the investment guidelines followed by these ceding companies. However, to the extent that such investment guidelines are not appropriate, or to the extent that the ceding companies do not adhere to such guidelines, our risk of loss could increase, which could materially adversely affect our financial condition and results of operations.
However, to the extent that such investment guidelines are not appropriate, or to the extent that the ceding companies do not adhere to such guidelines, our risk of loss could increase, which could materially adversely affect our financial condition and results of operations.
From time to time, foreign governments and regulatory bodies consider legislation and regulations that could subject us to new or different requirements and such changes could negatively impact our operations in the relevant jurisdictions. See “Item 1. Business – B.
From time to time, foreign governments and regulatory bodies consider legislation and regulations that could subject us to new or different requirements and such changes could negatively impact our operations in the relevant jurisdictions. See “Item 1. Business – B. Corporate Structure – Regulation” for a summary of certain laws and regulations applicable to our business.
These events could cause a material adverse effect on our results of operations in any period and, depending on their severity, could also materially and adversely affect our financial condition. COVID-19 increased mortality rates in certain jurisdictions and populations.
These events could cause a material adverse effect on our results of operations in any period and, depending on their severity, could also materially and adversely affect our financial condition.
Any event reducing the estimated fair value of these securities, other than on a temporary basis, could have a material and adverse effect on our business, results of operations, financial condition, liquidity and cash flows. Difficult financial, economic and geopolitical conditions could cause our investment portfolio to incur material losses.
Any event reducing the estimated fair value of these securities, other than on a temporary basis, could have a material and adverse effect on our business, results of operations, financial condition, liquidity and cash flows.
Treasury Department and the IRS continue to issue guidance under the U.S. Tax Cuts and Jobs Act as well as the Inflation Reduction Act passed in August 2022, that may result in interpretations different from ours.
Treasury Department and the IRS continue to issue guidance under the U.S. Tax Cuts and Jobs Act, the Inflation Reduction Act, and the One Big Beautiful Bill Act, that may result in interpretations different from ours.
Our asset/liability management programs and procedures may not reduce the volatility of our income when interest rates are rising or falling, and thus we cannot assure you that changes in interest rates will not affect our interest rate spreads. Changes in interest rates may also affect our business in other ways.
Our asset/liability management programs and procedures may not reduce the volatility of our income when interest rates are rising or falling, and thus changes in interest rates may affect our interest rate spreads.
Risks Related to Our Business We make assumptions when pricing our products relating to mortality, morbidity, lapsation, investment returns and expenses, and significant deviations in experience could negatively affect our financial condition and results of operations. Our life reinsurance contracts expose us to mortality, morbidity and lapse risk.
Risks Related to Our Business We make assumptions when pricing our business relating to mortality, morbidity, lapsation, investment returns, expenses and other factors, and significant deviations in experience compared to our initial expectations could negatively affect our financial condition and results of operations. Our business exposes us to mortality, morbidity, lapse and other risks.
We regularly review our reserves and associated assumptions as part of our ongoing assessment of our business performance and risks.
We regularly review our reserves and associated assumptions as well as actual compared to expected experience as part of our ongoing assessment of our business performance and risks.
Our ability to utilize these facilities is conditioned on our satisfaction of covenants and other requirements contained in the facilities. Our ability to utilize these facilities is also subject to the continued willingness and ability of the lenders to provide funds or issue letters of credit.
Our ability to utilize these facilities is also subject to the continued willingness and ability of the lenders to provide funds or issue letters of credit.
Because of uncertainty regarding U.S. national debt, the market value of some of our investments may decrease, and our capital adequacy could be adversely affected.
As a result, our access to, or cost of, liquidity may deteriorate. Because of uncertainty regarding U.S. national debt, the market value of some of our investments may decrease, and our capital adequacy could be adversely affected.
We would be adversely affected if we fail to hire new talent, retain existing employees or adequately plan for the succession of our senior management and other key employees.
Our success depends in large part upon our ability to identify, hire, retain and motivate highly skilled employees. We would be adversely affected if we fail to hire new talent, retain existing employees or adequately plan for the succession of our senior management and other key employees.
RGA is an insurance holding company, with our principal assets consisting of the stock of our reinsurance company subsidiaries, and substantially all of our income is derived from those subsidiaries.
RGA is an insurance holding company, and our ability to pay principal, interest and dividends on securities is limited. RGA is an insurance holding company, with our principal assets consisting of the stock of our insurance subsidiaries, and substantially all of our income is derived from those subsidiaries.
Unanticipated withdrawal or surrender activity could, under some circumstances, require our reinsurance subsidiaries to dispose of assets on unfavorable terms, which could have an adverse effect on us.
Unanticipated withdrawal or surrender activity could, under some circumstances, require our insurance subsidiaries to dispose of assets on unfavorable terms, which could have an adverse effect on us. Reinsurance agreements may provide for recapture rights on the part of our insurance company customers.
These international businesses are subject to the insurance, tax and other laws and regulations in the countries in which they are organized and in which they operate. These laws and regulations may apply heightened scrutiny to non-domestic companies, which can adversely affect our operations, liquidity, profitability and regulatory capital.
We operate in the U.S. and in many jurisdictions around the world. Our operations in international jurisdictions are subject to insurance, tax and other laws and regulations that may apply heightened scrutiny to non-domestic companies, which can adversely affect our operations, liquidity, profitability and regulatory capital.
Failure to stay ahead of such advances has led to and could lead to the misappropriation, intentional or unintentional unauthorized disclosure or misuse of personal data that we or our vendors store and process.
Any failure in our security measures could lead to the misappropriation, intentional or unintentional unauthorized disclosure or misuse of personal data that we or our vendors store and process.
Our revenues may decline in such circumstances and our profit margins may erode. In addition, upon prolonged market events, such as the global credit crisis, we could incur significant investment-related losses.
Our revenues may decline in such circumstances and our profit margins may erode. In addition, upon prolonged market events, such as a global credit crisis, we could incur significant investment-related losses. Even in the absence of a market downturn, we are exposed to substantial risk of loss due to market volatility.
Reinsurance agreements may provide for recapture rights on the part of our insurance company customers. 32 Table of Contents Recapture rights permit these customers to reassume all or a portion of the risk formerly ceded to us after an agreed-upon time, usually ten years, subject to various conditions.
Recapture rights permit these customers to reassume all or a portion of the risk formerly ceded to us after an agreed-upon time, usually ten years, subject to various conditions.
As such, the Cybersecurity Regulation requires these clients to implement written policies and procedures designed to ensure (i) the existence and soundness of their cybersecurity programs and (ii) the security of information systems and nonpublic information that are accessible to, or held by, third party service providers, such as the Company.
Additionally, the Cybersecurity Regulation also applies to many of our clients. The Cybersecurity 29 Table of Contents Regulation requires companies to implement written policies and procedures designed to ensure the existence and soundness of their cybersecurity programs and the security of information systems and nonpublic information that are accessible to, or held by, third party service providers.
There has been increased scrutiny, including from U.S. state and foreign regulators, regarding the use of “big data” techniques, including machine learning. For instance, the New York State Department of Financial Services (“NYDFS”) Part 500 Cybersecurity Regulation (the “Cybersecurity Regulation”) does not directly apply to the Company but it does apply to many of our clients.
There has been increased scrutiny, including from U.S. state and foreign regulators, regarding the use of “big data” techniques, including machine learning. For instance, the New York State Department of Financial Services (“NYDFS”) Part 500 Cybersecurity Regulation (the “Cybersecurity Regulation”) applies to us because one of our insurance subsidiaries is licensed in New York.
The various rating agencies periodically review and evaluate our capital adequacy in accordance with their established guidelines and capital models. In order to maintain our existing ratings, we may commit from time to time to manage our capital at levels commensurate with such guidelines and models.
In order to maintain our existing ratings, we may commit from time to time to manage our capital at levels commensurate with such guidelines and models.
We cannot assure you that we will be able to implement actions to mitigate the effect of increasing regulatory reserve requirements. In addition, we maintain credit and letter of credit facilities with various financial institutions as a potential source of collateral and excess liquidity.
We may not be able to implement actions to mitigate the effect of increasing regulatory reserve requirements. In addition, we maintain credit and letter of credit facilities with various financial institutions as a potential source of collateral and excess liquidity. Our ability to utilize these facilities is conditioned on our satisfaction of covenants and other requirements contained in the facilities.
Poor economic conditions, volatility and disruptions in capital markets or financial asset classes and geopolitical upheaval (including trade disputes) can have an adverse effect on our business because our investment portfolio and some of our liabilities are sensitive to changing market factors. Additionally, disruptions in one market or asset class can also spread to other markets or asset classes.
A recession in the U.S. or other countries, poor economic conditions, major central bank policy decisions, prolonged or elevated inflation, volatility and disruptions in capital markets or financial asset classes and geopolitical upheaval (including trade disputes) can have an adverse effect on our business because of our exposure to credit and equity markets and because our investment portfolio and some of our liabilities are sensitive to changing market factors.
Changes in accounting standards may adversely affect our reported results of operations and financial condition. The Company’s consolidated financial statements are prepared in conformity with GAAP. If we are required to adopt revised accounting standards in the future, it may adversely affect our reported results of operations and financial condition.
Our consolidated financial statements are prepared in conformity with GAAP. If we are required to adopt revised accounting standards, it may adversely affect our reported results of operations and financial condition. For a discussion of the impact of new accounting pronouncements issued but not yet implemented, see Item 8.
A general economic downturn or a downturn in the capital markets could adversely affect the market for many life insurance and annuity products. Factors such as consumer spending, business investment, government spending, the volatility and strength of the capital markets, deflation and inflation affect the economic environment and thus the profitability of our business.
Factors such as consumer spending, business investment, government spending, the volatility and strength of the capital markets, deflation and inflation affect the economic environment and thus the profitability of our business.
Our operations are exposed to the risk of catastrophic events including natural disasters, war or other military action, and terrorism or other acts of violence. Claims resulting from such events could impact our ability to write new business, cause substantial volatility in our financial results or otherwise impact our business, financial condition and operations.
Catastrophic events could adversely affect our business, financial condition and operations. Our operations are exposed to the risk of catastrophic events including natural disasters, war or other military action, and terrorism or other acts of violence.
Moreover, our ability to sell assets relating to such particular groups of related assets may be limited if other market participants are seeking to sell at the same time. 33 Table of Contents Our valuation of fixed maturity and equity securities and derivatives include methodologies, estimations and assumptions that are subject to differing interpretations and could result in changes to investment valuations that may have a material adverse effect on our financial condition or results of operations.
Our valuation of fixed maturity and equity securities and derivatives include methodologies, estimations and assumptions that are subject to differing interpretations and could result in changes to investment valuations that may have a material adverse effect on our financial condition or results of operations.
We are a multi-national company with operations in numerous countries and, as a result, are exposed to foreign currency risk to the extent that exchange rates of foreign currencies are subject to adverse changes over time.
We are exposed to foreign currency risk to the extent that exchange rates of foreign currencies are subject to adverse changes over time.
A failure to successfully manage the operational challenges and risks associated with or resulting from significant transactions, including acquisitions, could adversely affect our business, financial condition or results of operations. Our risk management policies and procedures could leave us exposed to unidentified or unanticipated risk, which could negatively affect our business, financial condition or results of operations.
A failure to successfully manage the operational challenges and risks associated with or resulting from significant transactions, including acquisitions, could adversely affect our business, financial condition or results of operations. Our insurance subsidiaries are highly regulated, and changes in these regulations could negatively affect our business.
We cannot assure you that these insurance enterprises or retrocessionaires will be able to fulfill their obligations to us. We are also subject to the risk that our clients will be unable to fulfill their obligations to us under our reinsurance agreements with them. We rely upon our insurance company clients to provide timely, accurate information.
We are also subject to the risk that our clients will be unable to fulfill their obligations to us under our reinsurance agreements with them. We rely upon our insurance company clients to provide timely, accurate information. We may experience volatility in our earnings as a result of erroneous or untimely reporting from our clients.
Unexpected volatility or illiquidity in the markets in which we directly or indirectly hold positions could adversely affect us. Interest rate fluctuations could negatively affect the income we derive from the difference between the interest rates we earn on our investments and interest we pay under our reinsurance contracts.
Interest rate fluctuations and economic disruptions could negatively affect the income we derive from the difference between the interest rates we earn on our investments and interest we pay under our reinsurance contracts.
We cannot assure you that actions taken by ratings agencies would not result in a material adverse effect on our business, financial condition or results of operations. In addition, it is unclear what effect, if any, a ratings change would have on the price of our securities in the secondary market.
Actions taken by ratings agencies may cause a material adverse effect on our business, financial condition or results of operations. In addition, a ratings change may have a negative impact on the price of our securities in the secondary market.
Concerns over U.S. fiscal policy and the trajectory of the U.S. national debt could have severe repercussions to the U.S. and global credit and financial markets, further exacerbate concerns over sovereign debt and disrupt economic activity in the U.S. and elsewhere. As a result, our access to, or cost of, liquidity may deteriorate.
Additionally, disruptions in one market or asset class can also spread to other markets or asset classes. Concerns over U.S. fiscal policy and the trajectory of the U.S. national debt could have severe repercussions to the U.S. and global credit and financial markets, further exacerbate concerns over sovereign debt and disrupt economic activity in the U.S. and elsewhere.
Our failure to adhere to any existing or new guidelines could have a material impact on new and existing business, our financial condition and results of operations. Managing key employee attraction, retention and succession is critical to our success. Our success depends in large part upon our ability to identify, hire, retain and motivate highly skilled employees.
Our failure to adhere to any existing or new guidelines could subject us to litigation, investigation, sanctions, and enforcement actions, resulting in reputational harm or otherwise have a material impact on new and existing business, our financial condition and results of operations. Managing key employee attraction, retention and succession is critical to our success.

… 77 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

11 edited+2 added−2 removed7 unchanged
Biggest changeThe Company also engages third party partners to 35 Table of Contents assist in evaluating and testing the Company’s cybersecurity infrastructure. These partners are subject to the Company’s third party due diligence process that includes security and privacy assessments, legal reviews, and ongoing assessments and performance reviews to ensure compliance with the Company’s policies and standards.
Biggest changeThese partners are subject to the Company’s third party due diligence process that includes security and privacy assessments, legal reviews, and ongoing assessments and performance reviews to ensure compliance with the Company’s policies and standards. Both the board of directors and management have an active and ongoing role overseeing, assessing, identifying and managing material risks from cybersecurity threats.
In addition to overseeing the overall risk governance structure of RGA’s Enterprise Risk Management program, the CRO has extensive experience leading a number of cybersecurity programs at the Company such as enhancing the Company’s cybersecurity systems to ensure compliance with Privacy and Security Regulations. • The CIO, a member of RGA’s Executive Committee, leads the strategic direction of the Company’s information technology resources and management of RGA’s global information technology operations.
In addition to overseeing the overall risk governance structure of the Company’s Enterprise Risk Management program, the CRO has extensive experience leading a number of cybersecurity programs at the Company such as enhancing the Company’s cybersecurity systems to ensure compliance with Privacy and Security Regulations. • The CIO, a member of RGA’s Executive Committee, leads the strategic direction of the Company’s information technology resources and management of the Company’s global information technology operations.
The Chief Information Officer (“CIO”) and Global Chief Information Security Officer (“CISO”) provide quarterly updates to the Cybersecurity Committee regarding cybersecurity, and information technology strategy and programs. In addition, both the Risk Committee and Cybersecurity Committee meet as needed outside of the normal quarterly reporting cycle to discuss particular cybersecurity issues as required.
The Chief Information Officer (“CIO”) and Global Chief Information Security Officer (“CISO”) provide quarterly updates to the Cybersecurity Committee regarding cybersecurity, and information technology strategy and programs. In addition, both the Risk Committee and Cybersecurity Committee meet as needed outside of the normal quarterly reporting cycle to discuss particular cybersecurity issues.
The factors considered in the assessment of materiality include, but are not limited to, the probability of an adverse outcome, actual and expected direct and indirect costs stemming from the incident, the possibility of litigation or regulatory investigations, and the nature and extent of harm to policyholders, cedents, vendor relationships, and the Company’s reputation and competitiveness.
The factors considered in the assessment of materiality include, but are not limited to, the probability of an adverse outcome, actual and expected direct and indirect costs stemming from the incident, the possibility of litigation or regulatory investigations, and the nature and extent of harm to policyholders, cedants, vendor relationships, and the Company’s reputation and competitiveness.
The following is a summary of the CRO, CIO, and CISO’s experience: • The CRO, a member of RGA’s Executive Committee, has held various positions in the Company and is responsible for oversight of operational risks, which includes cybersecurity.
The following is a summary of the CRO, CIO and CISO’s experience: • The CRO, a member of the Company’s Executive Committee, has held various positions in the Company and is responsible for oversight of operational risks, which includes cybersecurity.
Additionally, although our processes are designed to help prevent, detect, respond to, and mitigate the impact of such incidents, there is no guarantee that a future cybersecurity incident would not materially affect our, results of operations or financial condition. For more information on our cybersecurity related risks, see Item 1A – “Risk Factors.” 36 Table of Contents
Additionally, although our processes are designed to help prevent, detect, respond to, and mitigate the impact of such incidents, there is no guarantee that a future cybersecurity incident would not materially affect us, including our results of operations, financial condition or business strategy. For more information on our cybersecurity related risks, see Item 1A – “Risk Factors.”
Conclusions are reviewed and approved by the Company’s CEO, CFO and CRO. We have experienced, and may in the future experience, whether directly or through third parties, cybersecurity incidents.
Conclusions are reviewed and approved by the Company’s CEO, CFO and CRO. 36 Table of Contents We have experienced, and may in the future experience, whether directly or through third parties, cybersecurity incidents.
While prior incidents, including those previously disclosed and not disclosed, have not materially affected our results of operations or financial condition, we cannot assure that they will not be materially affected in the future by such incidents.
While prior incidents have not materially affected our results of operations or financial condition, we cannot assure that they will not be materially affected in the future by such incidents.
The board of directors (the “Board”), directly and through its Risk Committee and Cybersecurity and Technology Committee (the “Cybersecurity Committee”), oversees the Company’s risk management strategy and cybersecurity, data privacy, and technology risks and provides oversight of ongoing investments in cybersecurity and technology.
The board of directors, directly and through its Risk Committee and Cybersecurity and Technology Committee (the “Cybersecurity Committee”), oversees the Company’s enterprise risk management programs, cybersecurity, data privacy, technology and resiliency risks and provides oversight of ongoing investments in cybersecurity and technology.
RGA periodically engages a third party to perform an assessment of the Company’s cybersecurity risk management program against the NIST framework. RGA utilizes third-party partners, including leading national and international companies specializing in cybersecurity and software development, to supplement its security operations team to provide monitoring of its global cybersecurity environment and to coordinate the investigation and remediation of alerts.
The Company utilizes third-party partners, including leading national and international companies specializing in cybersecurity and software development, to supplement its security operations team to provide monitoring of its global cybersecurity environment and to coordinate the investigation and remediation of alerts.
The underlying controls of the cybersecurity program are based on recognized practices and standards for cybersecurity and information technology, including the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework and the International Organization Standardization (“ISO”) 27001 Information Security Management System Requirements.
The program, which balances serving the interest of our clients, their policyholders and customers, regulatory bodies, our investors, our employees and other relevant constituencies, is integrated within the Company’s Enterprise Risk Management (“ERM”) program. 35 Table of Contents The underlying controls of the cybersecurity program are based on recognized practices and standards for cybersecurity and information technology and is aligned with the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework and the International Organization Standardization (“ISO”) 27001 Information Security Management System Requirements.
Removed
The program, which balances serving the interest of our clients, their policyholders and customers, regulatory bodies, our investors, our employees and other relevant constituencies, is integrated within the Company’s Enterprise Risk Management (“ERM”) program.
Added
RGA periodically engages a third party to perform an assessment of the Company’s cybersecurity risk management program against the NIST Cybersecurity Framework.
Removed
Both the board of directors and management have an active and ongoing role overseeing, assessing, identifying and managing material risks from cybersecurity threats.
Added
The Company also engages third party partners to assist in evaluating and testing the Company’s cybersecurity infrastructure, and partners with leading cybersecurity and software firms to support operations, monitor global threats, assist with investigations and remediations, and test the Company’s infrastructure.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

8 edited+2 added−0 removed2 unchanged
Biggest changeThe pace of repurchase activity depends on various factors such as the level of available cash, an evaluation of the costs and benefits associated with alternative uses of excess capital, such as acquisitions and in force reinsurance transactions, and the Company’s stock price. 38 Table of Contents Comparison of 5-Year Cumulative Total Return The graph below shows the performance of the Company’s common stock for the period beginning December 31, 2019, and ending December 31, 2024, assuming $100 was invested on December 31, 2019.
Biggest changeRepurchases may be commenced or suspended from time to time without prior notice. 38 Table of Contents Comparison of 5-Year Cumulative Total Return The graph below shows the performance of the Company’s common stock for the period beginning December 31, 2020, and ended December 31, 2025, assuming $100 was invested on December 31, 2020.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Insurance companies are subject to statutory regulations that restrict the payment of dividends.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Insurance companies are subject to statutory regulations that restrict the payment of dividends.
The graph compares the cumulative total return on the Company’s common stock, based on the market price of the common stock and assuming reinvestment of dividends, with the cumulative total return of companies in the Standard & Poor’s (“S&P”) 500 Stock Index and the S&P’s Insurance (Life/Health) Index. The indices are included for comparative purposes only.
The graph compares the cumulative total return on the Company’s common stock, based on the market price of the common stock and assuming reinvestment of dividends, with the cumulative total return of companies in the S&P 500 Stock Index and the S&P Life and Health Insurance Index. The indices are included for comparative purposes only.
Reinsurance Group of America, Incorporated common stock is traded on the New York Stock Exchange (NYSE) under the symbol “RGA”. On January 31, 2025, there were 14,989 stockholders of record of RGA’s common stock and 66 million shares outstanding.
Reinsurance Group of America, Incorporated common stock is traded on the New York Stock Exchange (NYSE) under the symbol “RGA”. On January 30, 2026, there were 14,306 shareholders of record of RGA’s common stock and 66 million shares outstanding.
On January 23, 2024, RGA’s board of directors authorized a share repurchase program for up to $500 million of RGA’s outstanding common stock. The authorization was effective immediately and does not have an expiration date. During the year ended December 31, 2024, the Company did not repurchase any shares of common stock under this program.
On January 29, 2026, the board of directors authorized a share repurchase program for up to $500 million of RGA’s outstanding common stock. The authorization was effective immediately and does not have an expiration date. This authorization replaces the stock repurchase authorization granted by the board in 2024.
Issuer Purchases of Equity Securities The following table summarizes RGA’s repurchase activity of its common stock during the quarter ended December 31, 2024: Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plan or Program October 1, 2024 – October 31, 2024 421 $ 212.45 — $ 500,000,000 November 1, 2024 – November 30, 2024 3,504 $ 227.83 — $ 500,000,000 December 1, 2024 – December 31, 2024 2,451 $ 210.98 — $ 500,000,000 (1) RGA did not repurchase any shares of common stock under its share repurchase program in October, November, and December 2024.
Issuer Purchases of Equity Securities The following table summarizes RGA’s repurchase activity of its common stock during the quarter ended December 31, 2025: Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plan or Program October 1, 2025 – October 31, 2025 48,262 $ 192.01 — $ 425,000,097 November 1, 2025 – November 30, 2025 267,171 $ 187.42 266,777 $ 375,000,106 December 1, 2025 – December 31, 2025 9,753 $ 200.16 — $ 375,000,106 (1) The Company repurchased 266,777 shares of common stock under its share repurchase program in November 2025.
The Company net settled – issuing 882, 10,503 and 4,785 shares from treasury and repurchased from recipients 421, 3,504 and 2,451 shares in October, November and December 2024, respectively, in settlement of income tax withholding requirements incurred by the recipients of equity incentive awards.
The Company net settled – issuing 52,657, 1,015 and 25,739 shares from treasury and repurchased from recipients 48,262, 394 and 9,753 shares in October, November and December 2025, respectively, in settlement of income tax withholding requirements incurred by the recipients of equity incentive awards.
Base Period Cumulative Total Return 12/19 12/20 12/21 12/22 12/23 12/24 Reinsurance Group of America, Incorporated $ 100.00 $ 72.94 $ 70.58 $ 93.89 $ 109.26 $ 146.82 S&P 500 100.00 118.40 152.39 124.79 157.59 197.02 S&P Life & Health Insurance 100.00 90.52 123.73 136.53 142.87 171.87
Base Period Cumulative Total Return 12/20 12/21 12/22 12/23 12/24 12/25 Reinsurance Group of America, Incorporated $ 100.00 $ 96.77 $ 128.73 $ 149.80 $ 201.29 $ 195.32 S&P 500 100.00 128.71 105.40 133.10 166.40 196.16 S&P Life & Health Insurance 100.00 136.68 150.82 157.83 189.87 201.00
Added
On January 23, 2024, the Company’s board of directors authorized a share repurchase program for up to $500 million of RGA’s outstanding common stock. As of December 31, 2025, the aggregate amount remaining under the Company’s share repurchase authorization was $375 million. During the year ended December 31, 2025, the Company repurchased 673,114 shares of common stock under this program.
Added
Repurchases will be made in accordance with applicable securities laws and would be made through market transactions, block trades, privately negotiated transactions or other means, or a combination of these methods, with the timing and number of shares repurchased dependent on a variety of factors, including share price, corporate and regulatory requirements, and market and business conditions.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

264 edited+60 added−56 removed215 unchanged
Biggest changeFactors that could also cause results or events to differ, possibly materially, from those expressed or implied by forward-looking statements, include, among others: (1) adverse changes in mortality (whether related to COVID-19 or otherwise), morbidity, lapsation or claims experience, (2) inadequate risk analysis and underwriting, (3) adverse capital and credit market conditions and their impact on the Company’s liquidity, access to capital and cost of capital, (4) changes in the Company’s financial strength and credit ratings and the effect of such changes on the Company’s future results of operations and financial condition, (5) the availability and cost of collateral necessary for regulatory reserves and capital, (6) requirements to post collateral or make payments due to declines in the market value of assets subject to the Company’s collateral arrangements, (7) action by regulators who have authority over the Company’s reinsurance operations in the jurisdictions in which it operates, (8) the effect of the Company parent’s status as an insurance holding company and regulatory restrictions on its ability to pay principal of and interest on its debt obligations, (9) general economic conditions or a prolonged economic downturn affecting the demand for insurance and reinsurance in the Company’s current and planned markets, (10) the impairment of other financial institutions and its effect on the Company’s business, (11) fluctuations in U.S. or foreign currency exchange rates, interest rates, or securities and real estate markets, (12) market or economic conditions that adversely affect the value of the Company’s investment securities or result in the impairment of all or a portion of the value of certain of the Company’s investment securities that in turn could affect regulatory capital, (13) market or economic conditions that adversely affect the Company’s ability to make timely sales of investment securities, (14) risks inherent in the Company’s risk management and investment strategy, including changes in investment portfolio yields due to interest rate or credit quality changes, (15) the fact that the determination of allowances and impairments taken on the Company’s investments is highly subjective, (16) the stability of and actions by governments and economies in the markets in which the Company operates, 40 Table of Contents including ongoing uncertainties regarding the amount of U.S. sovereign debt and the credit ratings thereof, (17) the Company’s dependence on third parties, including those insurance companies and reinsurers to which the Company cedes some reinsurance, third-party investment managers and others, (18) financial performance of the Company’s clients, (19) the threat of natural disasters, catastrophes, terrorist attacks, pandemics, epidemics or other major public health issues anywhere in the world where the Company or its clients do business, (20) competitive factors and competitors’ responses to the Company’s initiatives, (21) development and introduction of new products and distribution opportunities, (22) execution of the Company’s entry into new markets, (23) integration of acquired blocks of business and entities, (24) interruption or failure of the Company’s telecommunication, information technology or other operational systems, or the Company’s failure to maintain adequate security to protect the confidentiality or privacy of personal or sensitive data and intellectual property stored on such systems, (25) adverse developments with respect to litigation, arbitration or regulatory investigations or actions (26) the adequacy of reserves, resources and accurate information relating to settlements, awards and terminated and discontinued lines of business, (27) changes in laws, regulations, and accounting standards applicable to the Company or its business, including Long Duration Targeted Improvement accounting changes and (28) other risks and uncertainties described in this document and in the Company’s other filings with the Securities and Exchange Commission (“SEC”).
Biggest changeFactors that could also cause results or events to differ, possibly materially, from those expressed or implied by forward-looking statements, include, among others: (1) changes in mortality, morbidity, policyholder behavior, claims experience, investment returns, interest rates, expenses and other factors as compared to our pricing assumptions; (2) investment results, whether from changes in economic, capital- and credit-market conditions, asset selection, or otherwise, and their impact on the Company’s investment securities, liquidity, portfolio yields, credit quality, access to capital, cost of capital, and amount of capital required for regulatory and contractual purposes; (3) changes in the Company’s financial strength and credit ratings and the effect of such changes on the Company; (4) the availability, amount, cost, and market value of collateral necessary for regulatory reserves, capital, and client obligations; (5) changes in laws and regulations, tax policy and rates, accounting standards, and privacy, data security and cybersecurity regulations applicable to the Company and actions by regulators with authority over the Company’s operations, as well as regulatory restrictions on the ability of Company subsidiaries to pay dividends to the Company; (6) the impact of general economic conditions in the U.S. and globally, including as a result of inflation, interest rate levels, geopolitical instability, and impacts from the imposition of, or changes in tariffs, as well as the stability of and actions by governments, central banks, and economies in jurisdictions where the Company operates, affecting interest rates, markets generally, or the demand for insurance and reinsurance; (7) the stability and financial performance of clients, reinsurers, third-party investment managers and other institutions and the effects of the Company’s dependence on such third parties; (8) the effectiveness of the Company’s risk management strategy, policy, and procedures, whether relating to reinsurance, investment strategy, operations, or otherwise; (9) the impact of impairments of the value of the Company’s investment securities on the Company’s capital requirements and the fact that the determination of allowances and impairments taken on the Company’s investments is highly subjective; (10) the threat of catastrophic events such as pandemics, 40 Table of Contents epidemics, other major health issues, natural disasters, war, military actions, and terrorism or other acts of violence; (11) competitive factors and competitors’ responses to the Company’s initiatives; (12) development and introduction of new products and distribution opportunities and entry into new lines of business and markets; (13) the impact of the development and adoption of artificial intelligence; (14) the effect of acquisitions and other significant transactions, including risks related to the integration of acquired blocks of business and entities and the Company’s ability to achieve the expected benefits of such transactions, including the transaction entered into with subsidiaries of Equitable Holdings, Inc. on July 31, 2025; (15) interruption or failure of the Company’s telecommunication, information technology, or other operational systems, or the Company’s failure to maintain adequate security to protect the confidentiality or privacy of personal or sensitive data and intellectual property stored on such systems; (16) adverse developments with respect to litigation, arbitration, or regulatory investigations or actions; (17) risks associated with our international operations, including related to fluctuation in foreign currency exchange rates; and (18) other risks and uncertainties described in this document and in the Company’s other filings with the Securities and Exchange Commission (“SEC”).
These assumptions vary with the characteristics of the reinsurance contract, the year the risk was assumed, age of the insured and other appropriate factors. The liability for annuities in the payout phase is calculated using expected mortality, discount rates and other assumptions.
These assumptions vary with the characteristics of the reinsurance contract, the year the risk was assumed, the age of the insured and other appropriate factors. The liability for annuities in the payout phase is calculated using expected mortality, discount rates and other assumptions.
The annual groupings are further disaggregated based on: • How the reinsurance contracts are priced and managed; • Geographical locations; • Underlying currency of the contract; • Ceding company and other factors.
The annual groupings are further disaggregated based on: • How the reinsurance contracts are priced and managed; • Geographical locations; • Underlying currency of the contract; and • Ceding company and other factors.
Adjusted operating income (loss) before taxes is calculated as income (loss) before income taxes excluding, as applicable: • Substantially all of the effect of net investment related gains and losses; • Changes in the fair value of embedded derivatives; • Changes in the fair value of contracts that provide market risk benefits; • Non-economic losses at contract inception for direct pension risk transfer single premium business (which are amortized into adjusted operating income within claims and other policy benefits over the estimated lives of the contracts); • Any net gain or loss from discontinued operations; • The cumulative effect of any accounting changes; • The impact of certain tax related items; and • Any other items the Company believes are not indicative of the Company’s ongoing operations.
Adjusted operating income (loss) before taxes is calculated as income (loss) before income taxes excluding, as applicable: • Substantially all of the effect of net investment related gains and losses; • Changes in the fair value of embedded derivatives; • Changes in the fair value of contracts that provide market risk benefits; • Non-economic losses at contract inception for direct pension risk transfer single premium business (which are amortized into adjusted operating income within claims and other policy benefits over the estimated lives of the contracts); • Any net gain or loss from discontinued operations; • The cumulative effect of any accounting changes; • The impact of certain tax related items; and • Any other items that the Company believes are not indicative of the Company’s ongoing operations.
The Company performs periodic liquidity stress testing to ensure its asset portfolio includes sufficient high quality liquid assets that could be utilized to bolster its liquidity position under stress scenarios. These assets could be utilized as collateral for secured borrowing transactions with various third parties or by selling the securities in the open market if needed.
The Company performs periodic liquidity stress testing to ensure that its asset portfolio includes sufficient high quality liquid assets that could be utilized to bolster its liquidity position under stress scenarios. These assets could be utilized as collateral for secured borrowing transactions with various third parties or by selling the securities in the open market if needed.
Although management believes the Company’s current capital base is adequate to support its business at current operating levels, it continues to monitor new business opportunities and any associated new capital needs that could arise from the changing financial landscape.
Although management believes that the Company’s current capital base is adequate to support its business at current operating levels, it continues to monitor new business opportunities and any associated new capital needs that could arise from the changing financial landscape.
In the event that mortality or morbidity experience develops in excess of expectations, some reinsurance treaties allow for increases to future premium rates. Other treaties include experience refund provisions, which may also help reduce RGA’s mortality risk. RGA has various methods to manage its insurance risks, including access to the capital and reinsurance markets.
In the event that mortality or morbidity experience develops in excess of expectations, some reinsurance treaties allow for increases to future premium rates. Other treaties include experience refund provisions, which may also help reduce RGA’s mortality and morbidity risk. RGA has various methods to manage its insurance risks, including access to the capital and reinsurance markets.
The Company manages its credit risk related to over-the-counter derivatives by entering into transactions with creditworthy counterparties, maintaining collateral arrangements and through the use of master agreements that provide for a single net payment to be made by one counterparty to another at each due date and upon termination.
The Company manages its credit risk related to over-the-counter derivatives by entering into transactions with creditworthy counterparties, maintaining collateral arrangements and through the use of master agreements that provide for a single net payment to be made by one counterparty to another at each due date and upon termination.
The Company has never experienced a material default in connection with retrocession arrangements, nor has it experienced any material difficulty in collecting claims recoverable from retrocessionaires; however, no assurance can be given as to the future performance of such retrocessionaires or as to the recoverability of any such claims.
The Company has never experienced a material default in connection with retrocession arrangements, nor has it experienced any difficulty in collecting claims recoverable from retrocessionaires; however, no assurance can be given as to the future performance of, or the recoverability of future claims from such retrocessionaires.
For a discussion of these risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements, you are advised to see Item 1A – “Risk Factors” in this Annual Report on Form 10-K, as may be supplemented by Item 1A – “Risk Factors” in the Company’s subsequent Quarterly Reports on Form 10-Q and in our other periodic and current reports filed with the SEC.
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 see Item 1A – “Risk Factors” in this Annual Report on Form 10-K, as may be supplemented by Item 1A – “Risk Factors” in the Company’s subsequent Quarterly Reports on Form 10-Q and in our other periodic and current reports filed with the SEC.
The Company believes its sources of liquidity are sufficient to cover potential claims payments on both a short-term and long-term basis. 41 Table of Contents Segment Presentation The Company has geographic-based and business-based operational segments. Geographic-based operations are further segmented into traditional and financial solutions businesses. See “Business – Segments” in Item 1 for more information.
The Company believes that its sources of liquidity are sufficient to cover potential claims payments on both a short-term and long-term basis. 41 Table of Contents Segment Presentation The Company has geographic-based and business-based operational segments. Geographic-based operations are further segmented into traditional and financial solutions businesses. See “Business – Segments” in Item 1 for more information.
The RMSC provides oversight for the Insurance, Market and Credit, Capital, and Operational risk committees and retains direct risk oversight responsibilities for the following: • Company’s global ERM framework, activities and issues. • Identification, assessments, and management of all established and emerging strategic risk exposures. • Risk appetite statement, including the ongoing alignment of the risk appetite statement with the Company’s strategy and capital plans. • Review, revise and approve RGA group-level strategic risk limits consistent with the risk appetite statement.
The RMSC provides oversight for the Insurance, Market and Credit, Capital, and Operational, and Sustainability risk committees and retains direct risk oversight responsibilities for the following: • Company’s global ERM framework, activities and issues. • Identification, assessments and management of all established and emerging strategic risk exposures. • Risk appetite statement, including the ongoing alignment of the risk appetite statement with the Company’s strategy and capital plans. • Review, revise and approve RGA group-level strategic risk limits consistent with the risk appetite statement.
Off-Balance Sheet Arrangements The Company has commitments to fund investments in limited partnerships, joint ventures, commercial mortgage loans, lifetime mortgages, private placement investments and bank loans, including revolving credit agreements. See Note 17 – “Commitments, Contingencies and Guarantees” in the Notes to Consolidated Financial Statements for additional information on the Company’s commitments to fund investments and other off-balance sheet arrangements.
Off-Balance Sheet Arrangements The Company has commitments to fund investments in limited partnerships, joint ventures, mortgage loans, lifetime mortgages, private placement investments and bank loans, including revolving credit agreements. See Note 17 – “Commitments, Contingencies and Guarantees” in the Notes to Consolidated Financial Statements for additional information on the Company’s commitments to fund investments and other off-balance sheet arrangements.
The Global Intangible Low-Taxed Income (“GILTI”) and Subpart F provisions of generally eliminate U.S. federal income tax deferral on earnings of foreign subsidiaries, while the dividend received deduction generally allows for tax-free repatriation of any untaxed earnings. Therefore, the Company does not expect to incur any material incremental U.S. federal income tax on repatriation of these earnings.
The Global Intangible Low-Taxed Income (“GILTI”) and Subpart F provisions hereof generally eliminate U.S. federal income tax deferral on earnings of foreign subsidiaries, while the dividend received deduction generally allows for tax-free repatriation of any untaxed earnings. Therefore, the Company does not expect to incur any material incremental U.S. federal income tax on repatriation of these earnings.
Doing so would adversely impact the amount of capital that the group would otherwise be able to recognize and report as capital resident in the group, potentially requiring the Company to restructure or change the financing of its captives. In the U.S., the introduction of the certified reinsurer has provided an alternative way to manage collateral requirements.
Doing so would adversely impact the amount of capital that the group would otherwise be able to recognize and report as capital resident in the group, potentially requiring the Company to restructure or change the financing of its captives. In the U.S., the introduction of the certified jurisdiction reinsurer has provided an alternative way to manage collateral requirements.
Agency-issued pass-through securities are guaranteed or otherwise supported by the Federal Home Loan Mortgage Corporation, Federal National Mortgage Association, or the Government National Mortgage Association. The principal risks inherent in holding RMBS are prepayment and extension risks, which will affect the timing of when cash will be received and are dependent on the level of mortgage interest rates.
Agency-issued pass-through securities are guaranteed or otherwise supported by the Federal Home Loan Mortgage Corporation, Federal National Mortgage Association, or the Government National Mortgage Association. The principal risks in holding RMBS are prepayment and extension risks, which will affect the timing of when cash will be received and are dependent on the level of mortgage interest rates.
The Company has projected its ability to utilize its deferred tax assets and established a valuation allowance on the portion of the deferred tax assets the Company believes more likely than not will not be realized. Significant judgment is required in determining whether valuation allowances should be established as well as the amount of such allowances.
The Company has projected its ability to utilize its deferred tax assets and established a valuation allowance on the portion of the deferred tax assets that the Company believes more likely than not will not be realized. Significant judgment is required in determining whether valuation allowances should be established as well as the amount of such allowances.
Examples include maximum retention limits, pricing and underwriting reviews, per issuer limits, concentration limits, and standard treaty language. Proactive risk monitoring and reporting enable early detection and mitigation of emerging risks. The RMSC and its subcommittees monitor adherence to risk limits through the ERM function, which reports regularly to the RMSC and the Risk Committee.
Examples include maximum retention limits, pricing and underwriting reviews, per issuer limits, concentration limits and standard treaty language. Proactive risk monitoring and reporting enable early detection and mitigation of emerging risks. The RMSC and its subcommittees monitor adherence to risk limits through the ERM function, which reports regularly to the RMSC and the Board Risk Committee.
The MDCI allows RGA Life and Annuity to pay a dividend to RGA to the extent RGA Life and Annuity received the dividend from its subsidiaries, without limitation related to the level of unassigned surplus. Dividend payments from other subsidiaries are subject to regulations in the jurisdiction of domicile, which are generally based on their earnings and/or capital level.
The MDCI allows RGA Life and Annuity to pay a dividend to RGA to the extent that RGA Life and Annuity received the dividend from its subsidiaries, without limitation related to the level of unassigned surplus. Dividend payments from other subsidiaries are subject to regulations in the jurisdiction of domicile, which are generally based on their earnings and/or capital level.
Also, consolidated indebtedness, calculated as of the last day of each fiscal quarter, cannot exceed 35% of the sum of the Company’s consolidated indebtedness plus adjusted RGA Inc’s shareholders’ equity. A material ongoing covenant default could require immediate payment of the amount due, including principal, under the various agreements.
Also, consolidated indebtedness, calculated as of the last day of each fiscal quarter, cannot exceed 35% of the sum of the Company’s consolidated indebtedness plus adjusted RGA Inc’s shareholders’ equity. A material ongoing covenant default could require immediate payment of the amount due, including principal, under the Company’s various debt agreements.
Consolidation and Reorganization within the Life Reinsurance and Life Insurance Industry . There are fewer competitors in the traditional life reinsurance industry as a result of consolidations in the industry. As a consequence, the Company believes this will result in business opportunities for the remaining life reinsurers, particularly those with a significant market presence and strong ratings.
Consolidation and Reorganization within the Life Reinsurance and Life Insurance Industry . There are fewer competitors in the traditional life reinsurance industry as a result of consolidations in the industry. As a consequence, the Company believes that this will result in business opportunities for the remaining life reinsurers, particularly those with a significant market presence and strong ratings.
The Company believes its most critical accounting estimates include the establishment of premiums receivable; the establishment of liabilities for future policy benefits and incurred but not reported claims; the valuation of investments, investment allowance for credit losses and investment impairments; the valuation of market risk benefits and embedded derivatives; and accounting for income taxes.
The Company believes that its most critical accounting estimates include the establishment of premiums receivable; the establishment of liabilities for future policy benefits and incurred but not reported claims; the valuation of investments, investment allowance for credit losses and investment impairments; the valuation of market risk benefits and embedded derivatives; and accounting for income taxes.
The primary liquidity concerns with respect to these cash flows are early recapture of the reinsurance contract by the ceding company and lapses of annuity products reinsured by the Company. The Company’s principal cash inflows from its invested assets result from investment income and the maturity and sales of invested assets.
The primary liquidity concerns with respect to these cash inflows are early recapture of the reinsurance contract by the ceding company and lapses of annuity products reinsured by the Company. The Company’s principal cash inflows from its invested assets result from investment income and the maturity and sales of invested assets.
The Company has never experienced a material default in connection with retrocession arrangements, nor has it experienced any difficulty in collecting claims recoverable from retrocessionaires; however, no assurance can be given as to the future performance of such retrocessionaires nor to the recoverability of future claims.
The Company has never experienced a material default in connection with retrocession arrangements, nor has it experienced any material difficulty in collecting claims recoverable from retrocessionaires; however, no assurance can be given as to the future performance of, or the recoverability of future claims from such retrocessionaires .
The dividend limitations for RGA Life and Annuity, RGA Reinsurance, Aurora National and Chesterfield Re are based on statutory financial results. Statutory accounting practices differ in certain respects from accounting principles used in financial statements prepared in conformity with GAAP.
The dividend limitations for RGA Life and Annuity, RGA Reinsurance, Aurora National and Chesterfield Re are based on their statutory financial results. Statutory accounting practices differ in certain respects from accounting principles used in financial statements prepared in conformity with GAAP.
The Insurance, Market and Credit, Capital and Operational risk committees have direct oversight accountability for their respective risk areas including the identification, assessments, and management of established and emerging risk exposures and the review and approval of RGA group-level risk limits.
The Insurance, Market and Credit, Capital, Operational, and Sustainability risk committees have direct oversight accountability for their respective risk areas including the identification, assessments, and management of established and emerging risk exposures and the review and approval of RGA group-level risk limits.
In addition to leading the ERM function, the CRO also chairs the Company’s Risk Management Steering Committee (“RMSC”), which includes senior management executives, including the CEO, the Chief Financial Officer (“CFO”), and the Chief Investment Officer, among others.
In addition to leading the ERM function, the CRO also chairs the Company’s Risk Management Steering Committee (“RMSC”), which includes senior management executives, including the CEO, the Chief Financial Officer (“CFO”), Chief Legal Officer, and the Chief Investment Officer, among others.
The Traditional segment primarily specializes in the reinsurance of individual mortality-risk, health and long-term care, universal life products and, to a lesser extent, group reinsurance. The Financial Solutions segment consists of Asset-Intensive and Capital Solutions.
The Traditional segment primarily specializes in the reinsurance of individual mortality risk, long-term care, universal life products and, to a lesser extent, group life reinsurance. The Financial Solutions segment consists of Asset-Intensive and Capital Solutions.
In 2014, RGA Americas was designated as a certified reinsurer by the MDCI. In addition, the introduction of the reciprocal jurisdiction reinsurer has provided another alternative way to manage collateral requirements. In 2022, RGA Americas was designated as a reciprocal jurisdiction reinsurer by the MDCI.
In 2014, RGA Americas was designated as a certified jurisdiction reinsurer by the MDCI. In addition, the introduction of the reciprocal jurisdiction reinsurer has provided another way to manage collateral requirements. In 2022, RGA Americas was designated as a reciprocal jurisdiction reinsurer by the MDCI.
The non-U.S. regulatory regimes also commonly limit the dividend payments to the parent to a portion of the prior year’s statutory income, as determined by the local accounting principles.
The non-U.S. regulatory regimes also commonly limit the dividend payments to the parent to a portion of the subsidiary’s prior year’s statutory income, as determined by the local accounting principles.
The Company also believes the following trends in the life and health insurance industry will continue to create demand for both traditional reinsurance and financial solutions. Cession Rates.
The Company also believes that the following trends in the life and health insurance industry will continue to create demand for both traditional reinsurance and financial solutions. Cession Rates.
As exchange-traded futures are affected through regulated exchanges, and positions are marked to market on a daily basis, the Company has 78 Table of Contents minimal exposure to credit-related losses in the event of nonperformance by counterparties. See Note 12 – “Derivative Instruments” in the Notes to Consolidated Financial Statements for more information regarding the Company’s derivative instruments.
As exchange-traded futures are affected through regulated exchanges, and positions are marked to market on a daily basis, the Company has 76 Table of Contents minimal exposure to credit-related losses in the event of nonperformance by counterparties. See Note 12 – “Derivative Instruments” in the Notes to Consolidated Financial Statements for more information regarding the Company’s derivative instruments.
The Company focuses on 75 Table of Contents investment grade rated tranches that provide additional credit support beyond the equity protection in the underlying loans. These assets are viewed as an attractive alternative to other fixed income asset classes. The Company’s RMBS portfolio includes agency-issued pass-through securities and collateralized mortgage obligations.
The Company focuses on investment grade rated tranches that provide additional credit support beyond the equity protection in the underlying loans. These assets are viewed as an attractive alternative to other fixed income asset classes. 73 Table of Contents The Company’s RMBS portfolio includes agency-issued pass-through securities and collateralized mortgage obligations.
See Note 17 – “Commitments, Contingencies and Guarantees” in the Notes to Consolidated Financial Statements for a table that presents these commitments by period and maximum obligation. RGA established an intercompany revolving credit facility where certain subsidiaries can lend to or borrow from each other and from RGA in order to manage capital and liquidity more efficiently.
See Note 17 – “Commitments, Contingencies and Guarantees” in the Notes to Consolidated Financial Statements for a table that presents these commitments by period and maximum obligation. RGA maintains an intercompany revolving credit facility where certain subsidiaries can lend to or borrow from each other and from RGA in order to manage capital and liquidity more efficiently.
See “Unrealized Losses for Fixed Maturity Securities Available-for-Sale” in Note 11 – “Investments” in the Notes to Consolidated Financial Statements for tables that present the estimated fair value and gross unrealized losses for securities that have estimated fair values below amortized cost by class and grade, as well as the length of time the related estimated fair value has remained below amortized cost as of December 31, 2024 and 2023.
See “Unrealized Losses for Fixed Maturity Securities Available-for-Sale” in Note 11 – “Investments” in the Notes to Consolidated Financial Statements for tables that present the estimated fair value and gross unrealized losses for securities that have estimated fair values below amortized cost by class and grade, as well as the length of time the related estimated fair value has remained below amortized cost as of December 31, 2025 and 2024.
The Company projects its reserves to be sufficient and it would not expect to be required to take any actions to augment capital, even if interest rates remain at current levels for the next five years, assuming all other factors remain constant. To mitigate disintermediation risk, the Company purchased swaptions to protect it against a material increase in interest rates.
The Company projects its reserves to be sufficient and does not expect to be required to take any actions to augment capital, even if interest rates remain at current levels for the next five years, assuming all other factors remain constant. To mitigate disintermediation risk, the Company purchased swaptions to protect it against a material increase in interest rates.
See “Credit Risk” in Note 12 – “Derivative Instruments” in the Notes to Consolidated Financial Statements for additional information on credit risk related to derivatives. 84 Table of Contents Counterparty risk is the potential for the Company to incur losses due to a client, retrocessionaire, or partner becoming distressed or insolvent. This includes run-on-the-bank risk and collection risk.
See “Credit Risk” in Note 12 – “Derivative Instruments” in the Notes to Consolidated Financial Statements for additional information on credit risk related to derivatives. 82 Table of Contents Counterparty risk is the potential for the Company to incur losses due to a client, retrocessionaire or partner becoming distressed or insolvent. This includes run-on-the-bank risk and collection risk.
The decrease was primarily the result of updated mortality assumptions, which had a favorable impact on the liability for future policy benefits for the Company’s Financial Solutions business and an unfavorable impact on the Company’s Traditional business. Updates may occur in other quarters if information becomes available during the quarter that indicates an assumption update is necessary.
The increase was primarily the result of updated mortality assumptions, which had an unfavorable impact on the liability for future policy benefits for the Company’s Traditional business and a favorable impact on the Company’s Financial Solutions business. Updates may occur in other quarters if information becomes available during the quarter that indicates that an assumption update is necessary.
See Note 18 – “Financing Activities” and Note 20 – “Equity” in the Notes to Consolidated Financial Statements for additional information regarding the Company’s securities transactions. 66 Table of Contents Statutory Dividend Limitations RGA Life and Annuity, RGA Reinsurance, Aurora National and Chesterfield Re are subject to Missouri statutory provisions that restrict the payment of dividends.
See Note 18 – “Financing Activities” and Note 20 – “Equity” in the Notes to Consolidated Financial Statements for additional information regarding the Company’s securities transactions. 64 Table of Contents Statutory Dividend Limitations RGA Life and Annuity, RGA Reinsurance, Aurora National and Chesterfield Re are subject to Missouri statutory provisions that restrict the payment of dividends.
The Company uses derivatives to hedge its exposure to movements in equity markets that have a direct correlation with certain of its reinsurance products. 83 Table of Contents Alternative investments are investments in non-traditional asset classes that primarily back the Company’s capital and surplus as well as certain long-term illiquid liability portfolios.
The Company uses derivatives to hedge its exposure to movements in equity markets that have a direct correlation with certain of its reinsurance products. 81 Table of Contents Alternative investments are investments in non-traditional asset classes that primarily back the Company’s capital and surplus as well as certain long-term illiquid liability portfolios.
The intercompany revolving credit facility, which is a series of demand loans among RGA and its affiliates, is permitted under applicable insurance laws. This facility 65 Table of Contents reduces overall borrowing costs by allowing RGA and its operating companies to access internal cash resources instead of incurring third-party transaction costs.
The intercompany revolving credit facility, 63 Table of Contents which is a series of demand loans among RGA and its affiliates, is permitted under applicable insurance laws. This facility reduces overall borrowing costs by allowing RGA and its operating companies to access internal cash resources instead of incurring third-party transaction costs.
See Note 12 – “Derivative Instruments” in the Notes to Consolidated Financial Statements for a table that presents the notional amounts and fair value of investment related derivative instruments held as of December 31, 2024 and 2023. The Company may be exposed to credit-related losses in the event of non-performance by counterparties to derivative financial instruments.
See Note 12 – “Derivative Instruments” in the Notes to Consolidated Financial Statements for a table that presents the notional amounts and fair value of investment related derivative instruments held as of December 31, 2025 and 2024. The Company may be exposed to credit-related losses in the event of non-performance by counterparties to derivative financial instruments.
The current policy covers events involving 5 or more insured deaths from a single occurrence and covers $100 million of claims in excess of the Company’s $25 million deductible. The Company retains most of the inbound insurance risk. The Company manages the retained exposure proactively using various mitigating factors such as diversification and limits.
The current policy covers events involving five or more insured deaths from a single occurrence and covers $100 million of claims in excess of the Company’s $25 million deductible. The Company retains most of the inbound insurance risk. The Company manages the retained exposure proactively using various mitigating factors such as diversification and limits.
Generally, the Company’s insurance subsidiaries retrocede amounts in excess of their retention to the Company’s other insurance subsidiaries. External retrocessions are arranged through the Company’s retrocession pools for amounts in excess of its retention. As of December 31, 2024, all retrocession pool members in this excess retention pool rated by the A.M. Best Company were rated “B++ (good)” or better.
Generally, the Company’s insurance subsidiaries retrocede amounts in excess of their retention to the Company’s other insurance subsidiaries. External retrocessions are arranged through the Company’s retrocession pools for amounts in excess of its retention. As of December 31, 2025, all retrocession pool members in this excess retention pool rated by the A.M. Best Company were rated “B++ (good)” or better.
Fixed Maturity Securities Available-for-Sale See “Fixed Maturity Securities Available-for-Sale” in Note 11 – “Investments” in the Notes to Consolidated Financial Statements for tables that provide the amortized cost, allowance for credit losses, unrealized gains and losses and estimated fair value of these securities by type as of December 31, 2024 and 2023.
Fixed Maturity Securities Available-for-Sale See “Fixed Maturity Securities Available-for-Sale” in Note 11 – “Investments” in the Notes to Consolidated Financial Statements for tables that provide the amortized cost, allowance for credit losses, unrealized gains and losses and estimated fair value of these securities by type as of December 31, 2025 and 2024.
These factors, individually or collectively, may have a material adverse effect on the Company’s net income, financial condition or liquidity. The table below provides a summary of variable annuity account values and the fair value of the guaranteed benefits as December 31, 2024 and 2023 (dollars in millions).
These factors, individually or collectively, may have a material adverse effect on the Company’s net income, financial condition or liquidity. The table below provides a summary of variable annuity account values and the fair value of the guaranteed benefits as December 31, 2025 and 2024 (dollars in millions).
The Company’s PBR and Regulation XXX statutory reserve requirements associated with term life business and other statutory reserve requirements continues to require the Company to obtain additional letters of credit, put additional assets in trust, or utilize other funding mechanisms to support reserve credits of its U.S. domiciled operating company subsidiaries.
The Company’s PBR and Regulation XXX statutory reserve requirements associated with term life business and other statutory reserve requirements continue to require the Company to obtain additional letters of credit, put additional assets in trust, or utilize other funding mechanisms to support reserve credits of its U.S. domiciled operating company subsidiaries.
While the Company has felt the pressures of sustained low interest rates, followed by the significant increase in risk-free rates, and volatile equity markets, its business and results of operations are not overly sensitive to these risks. Mortality and morbidity risks continue to be the most significant risk for the Company.
While the Company has felt the pressures of sustained low interest rates, followed by the significant increases in risk-free rates, and volatile equity markets, its business and results of operations are not overly sensitive to these risks. Mortality and morbidity risks continue to be the most significant risk for the Company.
Based on data provided by the ceding companies as of December 31, 2024 and 2023, segregated portfolios contained investments similar to those directly owned by the Company; primarily fixed maturity securities as well as commercial mortgage loans and derivatives. These assets pose risks similar to the investments the Company directly owns.
Based on data provided by the ceding companies as of December 31, 2025 and 2024, segregated portfolios contained investments similar to those directly owned by the Company: primarily fixed maturity securities as well as commercial mortgage loans and derivatives. These assets pose risks similar to the investments the Company directly owns.
Counterparty risk aggregation is important because it enables the Company to capture risk exposures at a comprehensive level and under more extreme circumstances compared to analyzing the components individually. All counterparty exposures are calculated on a quarterly basis, reviewed by management and monitored by the ERM function.
Counterparty risk aggregation is important because it enables the Company to capture risk exposures at a comprehensive level and under more extreme circumstances compared to analyzing the components individually. All counterparty exposures are calculated on a quarterly basis, reviewed by management and monitored by the ERM function. Foreign Currency Risk.
It defines the Company’s willingness and capacity to take on risk, considers the skills, resources, and technology required to manage risk exposures in the context of risk appetite, and is inclusive of tolerance for loss or negative events that can be reasonably 79 Table of Contents quantified.
It defines the Company’s willingness and capacity to take on risk, considers the skills, resources and technology required to manage risk exposures in the context of risk appetite, and is 77 Table of Contents inclusive of tolerance for loss or negative events that can be reasonably quantified.
The third parties have recourse to RGA should the subsidiary fail to provide the required funding, however, as of December 31, 2024, the Company does not believe that it will be required to provide any funding under these commitments as the occurrence of the defined events is considered remote.
The third parties have recourse to RGA should the subsidiary fail to provide the required funding, however, as of December 31, 2025, the Company does not believe that it will be required to provide any funding under these commitments as the occurrence of the defined events is considered remote.
Resilience & Third Parties Risk. Resilience and third parties risk is the risk associated with maintaining business operations and the selection and management of services provided by third parties.
Resilience and Third Parties Risk. Resilience and third parties risk is the risk associated with maintaining critical business operations and the selection and management of services provided by third parties.
Additionally, the illustrations of the potential financial statement impact of changes in the assumptions used to measure the Company’s insurance liabilities reflects a parallel change in the assumptions across the Company; however, assumption changes may be non-parallel in practice and are only applicable to specific blocks of business.
Additionally, the illustrations of the potential financial statement impact of changes in the assumptions used to measure the Company’s insurance liabilities reflect a parallel change in the assumptions across the Company; however, assumption changes may be non-parallel in practice and are only applicable to specific blocks of business.
The average yield will vary from year to year depending on several variables, including the prevailing risk-fee interest rate and credit spread environment, prepayment fees and make-whole premiums, changes in the mix of the underlying investments and cash and cash equivalents balances.
The average yield will vary from year to year depending on several variables, including the prevailing risk-free interest rate and credit spread environment, prepayment fees and make-whole premiums, changes in the mix of the underlying investments and cash and cash equivalents balances.
The average yield will vary from year to year depending on several variables, including the prevailing risk-fee interest rate and credit spread environment, prepayment fees and make-whole premiums, changes in the mix of the underlying investments and cash and cash equivalents balances.
The average yield will vary from year to year depending on several variables, including the prevailing risk-free interest rate and credit spread environment, prepayment fees and make-whole premiums, changes in the mix of the underlying investments and cash and cash equivalents balances.
Significant differences include the treatment of deferred acquisition costs, deferred income taxes, required investment reserves, reserve calculation assumptions and surplus notes. Dividend payments from non-U.S. operations are subject to similar restrictions established by local regulators.
Significant differences include the treatment of deferred acquisition costs, deferred income taxes, required investment reserves, reserve calculation assumptions and surplus notes. Dividend payments from non-U.S. subsidiaries are subject to similar restrictions established by local regulators.
In addition, certain reinsurance treaties require the Company to place assets in trust at the time of closing to collateralize its obligations to the ceding company. Assets placed in trust continue to be owned by the Company, but their beneficial ownership and use are restricted based on the terms of the trust agreement.
In addition, certain reinsurance treaties require the Company to place assets in trust at the time of closing to collateralize its obligations to the ceding company. Assets placed in trust continue to be owned by the Company, but their beneficial ownership and use are restricted by the terms of the trust agreement.
The Company’s significant segment expenses are (1) adjusted claims and other policy benefits which exclude the non-economic losses at contract inception for direct pension risk transfer single premium business, (2) future policy benefits remeasurement gains and losses, (3) adjusted interest credited, which excludes the change in the fair value of embedded derivatives associated with equity-indexed annuities and (4) interest expense.
The Company’s significant segment expenses are (1) adjusted claims and other policy benefits, which exclude the non-economic losses at contract inception for direct pension risk transfer single premium business, (2) future policy benefits remeasurement gains and losses, (3) adjusted interest credited, which excludes the change in the fair value of embedded derivatives associated with indexed products and (4) interest expense.
See “Other Invested Assets” in Note 11 – “Investments” in the Notes to Consolidated Financial Statements for a table that presents the carrying value of the Company’s other invested assets by type as of December 31, 2024 and 2023.
See “Other Invested Assets” in Note 11 – “Investments” in the Notes to Consolidated Financial Statements for a table that presents the carrying value of the Company’s other invested assets by type as of December 31, 2025 and 2024.
As of December 31, 2024, neither the Company nor its subsidiaries have been required to post additional collateral or have had a reinsurance treaty recaptured as a result of a credit downgrade or a defined statutory measure decline.
As of December 31, 2025, neither the Company nor its subsidiaries have been required to post additional collateral or have had a reinsurance treaty recaptured as a result of a credit downgrade or a defined statutory measure decline.
The Company’s privacy program, processes, and procedures are designed to protect personal information related to its customers, insured individuals or its employees. The program includes facilitating a proactive evaluation of present and potential privacy risks associated with both local and enterprise-wide regulatory requirements as well as compliance with Company policies and procedures. Cyber and Technology Risk.
The Company’s privacy program, processes, and procedures are designed to protect personal 84 Table of Contents information related to its customers, insured individuals or its employees. The program includes facilitating a proactive evaluation of present and potential privacy risks associated with both local and enterprise-wide regulatory requirements as well as compliance with Company policies and procedures. Cyber and Technology Risk.
The regulators of the Company’s non-U.S. operations may also limit or prohibit profit repatriations or other transfers of funds to the U.S. if such transfers are deemed to be detrimental to the solvency or financial strength of the non-U.S. operations, or for other reasons.
The regulators of the Company’s non-U.S. subsidiaries may also limit or prohibit profit repatriations or other transfers of funds to the U.S. if such transfers are deemed to be detrimental to the solvency or financial strength of the non-U.S. subsidiaries, or for other reasons.
Excluded from the table above are net deferred income tax liabilities, unrecognized tax benefits, and accrued interest related to unrecognized tax benefits of $2.0 billion, for which the Company cannot reliably determine the timing of payment.
Excluded from the table above are net deferred income tax liabilities, unrecognized tax benefits, and accrued interest related to unrecognized tax benefits of $2.6 billion, for which the Company cannot reliably determine the timing of payment.
Variable investment income from joint ventures and limited partnerships will also vary from year to year and is highly dependent on the timing of dividends and distributions on certain investments. Gross unrealized gains on fixed maturity securities available-for-sale increased from $1.1 billion as of December 31, 2023, to $1.2 billion as of December 31. 2024.
Variable investment income from joint ventures and limited partnerships will also vary from year to year and is highly dependent on the timing of dividends and distributions on certain investments. Gross unrealized gains on fixed maturity securities available-for-sale increased from $1.2 billion as of December 31, 2024, to $1.7 billion as of December 31, 2025.
Based on the compilation of information from competitors’ annual reports, the Company believes it is the largest global life and health reinsurer in the world based on 2023 life and health reinsurance revenues. The Company has also developed its capacity and expertise in the reinsurance of longevity risks, asset-intensive products (primarily annuities and corporate-owned life insurance) and financial reinsurance.
Based on the compilation of information from competitors’ annual reports, the Company believes that it is the largest global life and health reinsurer in the world based on 2024 life and health reinsurance revenues. The Company has also developed its capacity and expertise in the reinsurance of longevity risks, asset-intensive products (primarily annuities and corporate-owned life insurance) and financial reinsurance.
The NAIC analyzed the insurance industry’s use of affiliated captive reinsurers to satisfy certain reserve requirements and in 2014 adopted measures to promote uniformity in both the approval and supervision of such captives reinsuring business subject to Regulation XXX, allowing current captives to continue in accordance with their currently 68 Table of Contents approved plans.
The NAIC analyzed the insurance industry’s use of affiliated captive reinsurers to satisfy certain reserve requirements and in 2014 adopted measures to promote uniformity in both the approval and supervision of such captives reinsuring business subject to Regulation XXX, allowing current captives to continue in accordance with their currently approved plans.
The primary liquidity concerns with respect to these cash flows are the risk of default by debtors and market disruption, which could make it difficult for the Company to sell investments.
The primary liquidity concerns with respect to these cash flows are the risk of default by issuers and market disruption, which could make it difficult for the Company to sell investments.
These measures should be considered supplementary to the Company’s financial results that are presented in accordance with U.S. GAAP and should not be viewed as a substitute for U.S. GAAP measures. Other companies may use similarly titled non-GAAP financial measures that are calculated differently from the way the Company calculates such measures.
This non-GAAP financial measure should be considered supplementary to the Company’s financial results that are presented in accordance with U.S. GAAP and should not be viewed as a substitute for U.S. GAAP measures. Other companies may use similarly titled non-GAAP financial measures that are calculated differently from the way the Company calculates such measures.
Regulatory, accounting, and economic changes across the globe are creating opportunities for reinsurance and innovative capital solutions to: • manage risk-based capital by shifting mortality and other risks to reinsurers, thereby reducing amounts of reserves and capital the life and health insurance companies need to maintain; • release capital to pursue new business initiatives; • unlock the capital supporting, and value embedded in, non-core product lines; and • exit certain lines of business.
Regulatory, accounting, and economic changes across the globe are creating opportunities for reinsurance and innovative capital solutions to: 43 Table of Contents • manage risk-based capital by shifting mortality and other risks to reinsurers, thereby reducing amounts of reserves and capital that life and health insurance companies need to maintain; • release capital to pursue new business initiatives; • unlock the capital supporting, and value embedded in, non-core product lines; and • exit certain lines of business.
The percentage of new life and health business being reinsured in North America has recently begun to increase following a period of decline, due to strong recurring production coupled with in force opportunities and an aging population, which increases the need for living benefit morbidity products.
The percentage of new life and health business being reinsured in North America has continued to increase following a period of decline, due to strong recurring production coupled with in force opportunities and an aging population, which increases the need for living benefit morbidity products.
Actual values may differ materially from those projections presented due to a number of factors, including, without limitation, actual assumptions used to measure the liability for future benefits and market conditions varying from assumptions used in the calculations as well as the sensitivity of blocks of business to individual assumptions.
Actual values may differ materially 44 Table of Contents from those projections presented due to a number of factors, including, without limitation, actual assumptions used to measure the liability for future benefits and market conditions varying from assumptions used in the calculations as well as the sensitivity of blocks of business to individual assumptions.
The statutory borrowing and lending limit for RGA’s Missouri-domiciled insurance subsidiaries is currently 3% of the insurance company’s admitted assets as of its most recent year end. There were no borrowings outstanding under the intercompany revolving credit facility as of December 31, 2024 and 2023, respectively.
The statutory borrowing and lending limit for RGA’s Missouri-domiciled insurance subsidiaries is currently 3% of the insurance company’s admitted assets as of its most recent year end. There were no borrowings outstanding under the intercompany revolving credit facility as of December 31, 2025 and 2024.
Statutory capital may be significantly reduced if the unlicensed, uncertified or non-reciprocal jurisdiction reinsurer regardless of affiliation with the insurer, is unable to provide the required collateral to support its statutory reserve credits and it cannot find an alternative source for collateral.
Statutory capital of an insurer may be significantly reduced if it cedes business to an unlicensed, uncertified or non-reciprocal jurisdiction reinsurer regardless of affiliation with the insurer, and that reinsurer is unable to provide the required collateral to support its statutory reserve credits and it cannot find an alternative source for collateral.
The Company regularly monitors and assesses the risks related to client services, conduct, cyber and technology, financial operations, human capital, legal, model and resilience and third parties. Various insurance, market and credit, capital, and strategy risk obligations and concerns often intersect with the Company’s core operational process risk areas.
The Company regularly monitors and assesses the risks related to client services, conduct, cyber and technology, financial operations, human capital, legal, model and resilience and third parties. Various insurance, market and credit, capital, sustainability and strategic risk obligations and concerns often intersect with the Company’s core operational process risk areas.
The Company does not rely on short-term funding or commercial paper and to date it has experienced no liquidity pressure, nor does it anticipate such pressure in the foreseeable future.
The Company does not rely on short-term funding or commercial paper and to date has experienced no liquidity pressure and does not anticipate such pressure in the foreseeable future.
See Note 19 – “Segment Information” in the Notes to Consolidated Financial Statements for additional information regarding the presentation of segment results and the Company’s definition of adjusted operating income. 52 Table of Contents U.S. and Latin America Operations The U.S. and Latin America operations consist of two major segments: Traditional and Financial Solutions.
See Note 19 – “Segment Information” in the Notes to Consolidated Financial Statements for additional information regarding the presentation of segment results and the Company’s definition of adjusted operating income. U.S. and Latin America Operations The U.S. and Latin America operations consist of two major segments: Traditional and Financial Solutions.
The Company’s projected decrease in pretax income associated with floating rate instruments in the event of an instantaneous 100 basis point decrease in market interest rates for its fiscal year ended December 31, 2024, was $40 million. Mortgage loans are carried at unpaid principal balances, net of any unamortized premium or discount and valuation allowances.
The Company’s projected decrease in pretax income associated with floating rate instruments in the event of an instantaneous 100 basis point decrease in market interest rates for its fiscal year ended December 31, 2025, was $107 million. Mortgage loans are carried at unpaid principal balances, net of any unamortized premium or discount and valuation allowances.
Financial operations risk areas include administration, finance, investment operations and valuations. Human Capital Risk. Human capital risk is related to workforce management, including talent acquisition, development, retention, and employment relations/regulations.
Financial operations risk areas include administration, finance, investments and valuations. Human Capital Risk. Human capital risk is related to workforce management, including talent acquisition, development, retention, and employment relations/regulations.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Index to Management’s Discussion and Analysis of Financial Condition and Results of Operations Page Cautionary Note Regarding Forward-Looking Statements 40 Overview 41 Industry Trends 43 Critical Accounting Estimates 44 Consolidated Results of Operations 48 Results of Operations by Segment 52 U.S. and Latin America Operations 53 Canada Operations 56 Europe, Middle East and Africa Operations 58 Asia Pacific Operations 60 Corporate and Other 63 Liquidity and Capital Resources 65 Cautionary Note Regarding Forward-Looking Statements This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and federal securities laws including, among others, statements relating to projections of the future operations, strategies, earnings, revenues, income or loss, ratios, financial performance and growth potential of the Company.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Index to Management’s Discussion and Analysis of Financial Condition and Results of Operations Page Cautionary Note Regarding Forward-Looking Statements 40 Overview 41 Industry Trends 43 Critical Accounting Estimates 44 Consolidated Results of Operations 48 Results of Operations by Segment 53 U.S. and Latin America Operations 53 Canada Operations 56 Europe, Middle East and Africa Operations 57 Asia Pacific Operations 59 Corporate and Other 61 Liquidity and Capital Resources 63 Cautionary Note Regarding Forward-Looking Statements This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and federal securities laws including, among others, statements relating to projections of the future operations, strategies, earnings, revenues, income or loss, ratios, financial performance and growth potential of the Company.

… 300 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

1 edited+0 added−0 removed0 unchanged
Biggest changeItem 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Information required by Item 7A is contained in Item 7 under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Market and Credit Risk”. 88 Table of Contents
Biggest changeItem 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Information required by Item 7A is contained in Item 7 under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Market and Credit Risk”. 87 Table of Contents

Other RGA 10-K year-over-year comparisons