RGA 10-K Annual Report Dec. 31, 2022 | Alphaminr
REINSURANCE GROUP OF AMERICA INC
ALPHAMINR

RGA 10-K Fiscal year ended Dec. 31, 2022

Balance Sheet
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Income Statement
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REINSURANCE GROUP OF AMERICA INC
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TABLE OF CONTENTS
Item 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters, and Issuer Purchases Of Equity SecuritiesItem 6. (reserved)Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1 Business and Basis Of PresentationNote 2 Significant Accounting Policies and PronouncementsNote 3 Earnings Per ShareNote 4 InvestmentsNote 5 Derivative InstrumentsNote 6 Fair Value Of Assets and LiabilitiesNote 7 Reinsurance Ceded Receivables and OtherNote 8 Deferred Policy Acquisition CostsNote 9 Income TaxNote 10 Employee Benefit PlansNote 11 Financial Condition and Net Income on A Statutory Basis Significant SubsidiariesNote 12 Commitments, Contingencies and GuaranteesNote 13 DebtNote 14 Collateral Finance and Securitization NotesNote 15 Segment InformationNote 16 Policy Claims and BenefitsNote 17 EquityItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9. Changes in and Disagreements with Accountants on AccountingItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers, and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholders MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Amended and Restated Articles of Incorporation, effective as of May 21, 2020, incorporated by reference to Exhibit 3.1(i) to Current Report on Form 8-K filed on May 22, 2020 3.2 Amended and Restated Bylaws, effective as of December 20, 2022, incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on December 20, 2022 4.1 Form of stock certificate forcommon stock, incorporated by reference to Exhibit 4 toRegistration Statement on Form 8-A filed on November 17, 2008 4.2 Indenture, dated as of August 21, 2012, between Reinsurance Group of America, Incorporated (RGA) and The Bank of New York Mellon Trust Company, N.A., as Trustee, incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on August 21, 2012 4.3 Second Supplemental Indenture, dated as of September 24, 2013, between RGA and The Bank of New York Trust Company, N.A., as Trustee, incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed on September 24, 2013 4.4 Third Supplemental Indenture, dated as of June 8, 2016, between RGA and The Bank of New York Mellon Trust Company, N.A., as Trustee, incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed on June 8, 2016 4.5 Fourth Supplemental Indenture, dated as of June 8, 2016, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed on June 8, 2016 4.6 Fifth Supplemental Indenture, dated as of May15, 2019, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed on May 15, 2019 4.7 Sixth Supplemental Indenture, dated as of June 9, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed on June 9, 2020 4.8 Seventh Supplemental Indenture, dated September 23, 2022, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed on September 23, 2022 4.11 Description of securities 10.1 Credit Agreement, dated as of August 21, 2018, by and among RGA, the lenders named therein, U.S. Bank National Association, as Administrative Agent, Swing Line Lender and L/C Issuer, Bank of America, N.A.; JPMorgan Chase Bank, N.A.; and Wells Fargo Bank, National Association as Joint Syndication Agents and Barclays Bank PLC; HSBC Bank USA, National Association; KeyBank National Association; Mizuho Bank, Ltd.; MUFG Bank, Ltd.; Royal Bank of Canada; and Sumitomo Mitsui Banking Corporation as Co-Documentation Agents, incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on August 22, 2018 10.2 Letter of Credit Reimbursement Agreement, dated as of May17, 2017, by and between RGA and Crdit Agricole Corporate and Investment Bank, incorporated by reference to Exhibit 10.1 of Current Report on Form8-K filed May 19, 2017 10.3 First Amendment to Letter of Credit Reimbursement Agreement, dated as of June 14, 2019, by and betweenRGA, Incorporated and Crdit Agricole Corporate and Investment Bank, incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on June 18, 2019 10.4 Second Amendment to Letter of Credit Reimbursement Agreement, dated May 13, 2022, by and between RGA and Crdit Agricole Corporate and Investment Bank, incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on May 16, 2022 10.5 Directors Compensation Summary Sheet* 10.6 RGA Flexible Stock Plan for Directors, as amended and restated effective May 23, 2017, incorporated by reference to Exhibit 10.11 to Annual Report on Form 10-K filed on February 27, 2018* 10.7 Amendment to the RGA Flexible Stock Plan for Directors, effective May 19, 2021, incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on May 20, 2021* 10.8 RGA Phantom Stock Plan for Directors, as amended and restated effective May 19, 2021, incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed on May 20, 2021* 10.9 Form of Directors Indemnification Agreement, incorporated by reference to Exhibit 10.24 to Annual Report on Form 10-K filed on February 27, 2018* 10.10 RGA Annual Bonus Plan, effective February 20, 2020, incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed on May 7, 2020* 10.11 RGA Annual Bonus Plan, effective February 21, 2023, incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on February 23, 2023* 10.12 RGA Flexible Stock Plan, as amended and restated effective May 23, 2017 (RGA Flexible Stock Plan), incorporated by reference to Exhibit 10.9 to Annual Report on Form 10-K filed on February 27, 2018* 10.13 Amendment to the RGA Flexible Stock Plan, effective May 19, 2021, incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on May 20, 2021* 10.14 Form of 2018 Performance Contingent Share Agreement under RGA Flexible Stock Plan, incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed on May 4, 2018* 10.15 Form of2018Stock Appreciation Right Award Agreement under RGA Flexible Stock Plan, incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Qfiled on May 4, 2018* 10.16 Form of2018Non-Qualified Stock Option Agreement under RGA Flexible Stock Plan,incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Qfiled on August 3, 2018* 10.17 Form of2019Performance Contingent Share Agreement under RGA Flexible Stock Plan, incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Qfiled on May 3, 2019* 10.18 Form of 2019 Stock Appreciation Right Award Agreement under RGA Flexible Stock Plan, incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q filed on May 3, 2019* 10.19 Form of2019Non-Qualified Stock Option Agreement under RGA Flexible Stock Plan,incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Qfiled on May 3, 2019* 10.20 Form of 2021 Performance Share Unit Agreement under RGA Flexible Stock Plan, incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on March 15, 2021* 10.21 Form of 2021 Restricted Share Unit Agreement under RGA Flexible Stock Plan, incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on March 15, 2021* 10.22 Form of 2021 Performance Contingent Share Agreement under RGA Flexible Stock Plan, incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed on May 7, 2021* 10.23 Form of 2021 Restricted Stock Unit Agreement under RGA Flexible Stock Plan, incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q filed on May 7, 2021* 10.24 Form of 2021 Stock Appreciation Right Award Agreement under RGA Flexible Stock Plan, incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q filed on May 7, 2021* 10.25 Form of 2021 Non-Qualified Stock Option Agreement under RGA Flexible Stock Plan, incorporated by reference to Exhibit 10.4 to Quarterly Report on Form 10-Q filed on May 7, 2021* 10.26 Form of 2022 Performance Contingent Share Arrangement under RGA Flexible Stock Plan,incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed on May 6, 2022* 10.27 Form of 2022 Stock Appreciation Right Award Agreement under RGA Flexible Stock Plan,incorporated by reference to Exhibit 10.2 to Quarterly Report Form 10-Q filed on May 6, 2022* 10.28 Form of 2022 Non-Qualified Stock Option Agreement under RGA Flexible Stock Plan,incorporated by reference to Exhibit 10.3 to Quarterly Report Form 10-Q filed on May 6, 2022* 10.29 RGA Reinsurance Company Augmented Benefit Plan, as amended, incorporated by reference to Exhibit 10.20 to Annual Report on Form 10-K filed on February 27, 2018* 10.30 RGA Reinsurance Company Executive Deferred Savings Plan, as amended, incorporated by reference to Exhibit 10.21 to Annual Report on Form 10-K filed on February 27, 2018* 10.31 Canadian Supplemental Executive Retirement Plan for Executive Employees of RGA Life Reinsurance Company of Canada, as amended and restated as of August 1, 2015, incorporated by reference to Exhibit 10.22 to Annual Report on Form 10-K filed on February 27, 2018* 10.32 Offer Letter, dated October 29, 2015, between RGA and Anna Manning, incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on November 24, 2015* 10.33 Letter Agreement, dated as of July 25, 2019, by and between the Company and Anna Manning, incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed on November 1, 2019* 10.34 Offer Letter, dated January 2, 2023, between RGA and Tony Cheng, incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on January 4, 2023* 10.35 Employment Agreement, dated December 24, 2008, between Tony Cheng and RGA Reinsurance Company, Hong Kong Branch* 21.1 Subsidiaries of RGA 23.1 Consent of Deloitte & Touche LLP 24.1 Powers of Attorney for Messrs. Cheng, Gauthier, Ng, Nichols, Thomas, Tran and Van Wyk and Mses. Albo, Guinn and McNeilage 31.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002