RGA 10-K Annual Report Dec. 31, 2024 | Alphaminr
REINSURANCE GROUP OF AMERICA INC

RGA 10-K Fiscal year ended Dec. 31, 2024

REINSURANCE GROUP OF AMERICA INC
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TABLE OF CONTENTS
Item 1. BusinessprintItem 1A. Risk FactorsprintItem 1B. Unresolved Staff CommentsprintItem 1C. CybersecurityprintItem 2. PropertiesprintItem 3. Legal ProceedingsprintItem 4. Mine Safety DisclosuresprintPart IIprintItem 5. Market For Registrant S Common Equity, Related Stockholder Matters, and Issuer Purchases Of Equity SecuritiesprintItem 6. (reserved)printItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 7A. Quantitative and Qualitative Disclosures About Market RiskprintItem 8. Financial Statements and Supplementary DataprintNote 1 Business and Basis Of PresentationprintNote 2 Significant Accounting Policies and PronouncementsprintNote 3 New Accounting StandardsprintNote 4 Earnings Per ShareprintNote 5 Future Policy BenefitsprintNote 6 Policyholder Account BalancesprintNote 7 Unpaid Claims and Claim Expense Short Duration ContractsprintNote 8 Market Risk BenefitsprintNote 9 Deferred Policy Acquisition CostsprintNote 10 ReinsuranceprintNote 11 InvestmentsprintNote 12 Derivative InstrumentsprintNote 13 Fair Value Of Assets and LiabilitiesprintNote 14 Income TaxprintNote 15 Employee Benefit PlansprintNote 16 Financial Condition and Net Income on A Statutory Basis Significant SubsidiariesprintNote 17 Commitments, Contingencies and GuaranteesprintNote 18 Financing ActivitiesprintNote 19 Segment InformationprintNote 20 EquityprintNote 21 Quarterly Results Of Operations (unaudited)printItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9. Changes in and Disagreements with Accountants on AccountingprintItem 9A. Controls and ProceduresprintItem 9B. Other InformationprintItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsprintPart IIIprintItem 10. Directors, Executive Officers, and Corporate GovernanceprintItem 11. Executive CompensationprintItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholders MattersprintItem 13. Certain Relationships and Related Transactions, and Director IndependenceprintItem 14. Principal Accountant Fees and ServicesprintItem 15. Exhibits, Financial Statement SchedulesprintItem 16. Form 10-k Summaryprint

Exhibits

3.1 Amended and Restated Articles of Incorporation, effective May 21, 2020, incorporated by reference to Exhibit 3.1(i) to Current Report on Form 8-K filed May 22, 2020 3.2 Amended and Restated Bylaws, effective December 20, 2022, incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed December 20, 2022 4.1 Form of stock certificate for common stock, incorporated by reference to Exhibit 4 to Registration Statement on Form 8-A filed on November 17, 2008 4.2 Indenture, dated August 21, 2012, between Reinsurance Group of America, Incorporated (the Company) 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 August 21, 2012 4.3 Third Supplemental Indenture, dated June 8, 2016, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed June 8, 2016 4.4 Fourth Supplemental Indenture, dated 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 June 8, 2016 4.5 Fifth Supplemental Indenture, dated May 15, 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 May 15, 2019 4.6 Sixth Supplemental Indenture, dated 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 June 9, 2020 4.7 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 September 23, 2022 4.8 Eighth Supplemental Indenture, dated June 8, 2023, 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 June 8, 2023 4.9 Ninth Supplemental Indenture, dated May 13, 2024, 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 May 13, 2024 4.12 Description of securities, incorporated by reference to Exhibit 4.11 to Annual Report on Form 10-K filed February 24, 2023 10.1 Credit Agreement, dated March 13, 2023, by and among the Company, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, the lenders and other parties thereto, incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed March 16, 2023 10.2 Canadian Benchmark Replacement Conforming Changes Amendment, dated June 25, 2024, by Bank of America, N.A., as Administrative Agent, to Credit Agreement, dated March 13, 2023, by and among the Company, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, the lenders and other parties thereto, incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q filed August 2, 2024 10.3 Letter of Credit Reimbursement Agreement, dated November 13, 2023, by and between the Company and Crdit Agricole Corporate and Investment Bank, incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K filed November 14, 2023 10.4 Directors Compensation Summary Sheet* 10.5 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 February 27, 2018* 10.6 Amendment to the Flexible Stock Plan for Directors, effective May 19, 2021, incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed May 20, 2021* 10.7 RGA Phantom Stock Plan for Directors, as amended and restated effective October 25, 2023* 10.8 Form of Directors Indemnification Agreement, incorporated by reference to Exhibit 10.24 to Annual Report on Form 10-K filed February 27, 2018* 10.9 Annual Bonus Plan, effective February 21, 2023, incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed February 23, 2023* 10.10 Annual Bonus Plan, effective October 23, 2024, incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed October 24, 2024* 10.11 Employee Stock Purchase Plan, incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed August 2, 2024* 10.12 Flexible Stock Plan, as amended and restated effective May 23, 2017 (Flexible Stock Plan), incorporated by reference to Exhibit 10.9 to Annual Report on Form 10-K filed February 27, 2018* 10.13 Amendment to the Flexible Stock Plan, effective May 19, 2021, incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed May 20, 2021* 10.14 Form of 2022 Performance Contingent Share Arrangement under Flexible Stock Plan, incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed May 6, 2022* 10.15 Form of 2022 Stock Appreciation Right Award Agreement under Flexible Stock Plan, incorporated by reference to Exhibit 10.2 to Quarterly Report Form 10-Q filed May 6, 2022* 10.16 Form of 2023 Performance Contingent Share Agreement under Flexible Stock Plan, incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q filed May 5, 2023* 10.17 Form of 2023 Stock Appreciation Right Award Agreement under Flexible Stock Plan, incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q filed May 5, 2023* 10.18 Form of 2023 Restricted Stock Unit Agreement under Flexible Stock Plan, incorporated by reference to Exhibit 10.4 to Quarterly Report on Form 10-Q filed May 5, 2023* 10.19 Form of 2024 Performance Contingent Share Agreement under Flexible Stock Plan, incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed May 3, 2024* 10.20 Form of 2024 Stock Appreciation Right Award Agreement under Flexible Stock Plan, incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q filed May 3, 2024* 10.21 Form of 2024 Restricted Stock Unit Agreement under Flexible Stock Plan, incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q filed May 3, 2024* 10.22 RGA Reinsurance Company Augmented Benefit Plan, as amended, incorporated by reference to Exhibit 10.20 to Annual Report on Form 10-K filed February 27, 2018* 10.23 RGA Reinsurance Company Executive Deferred Savings Plan, as amended, incorporated by reference to Exhibit 10.21 to Annual Report on Form 10-K filed February 27, 2018* 10.24 Canadian Supplemental Executive Retirement Plan for Executive Employees of RGA Life Reinsurance Company of Canada, as amended and restated August 1, 2015, incorporated by reference to Exhibit 10.22 to Annual Report on Form 10-K filed February 27, 2018* 10.25 Offer Letter, dated October 29, 2015, between the Company and Anna Manning, incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed November 24, 2015* 10.26 Letter Agreement, dated 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 November 1, 2019* 10.27 Offer Letter, effective January 2, 2023, between the Company and Tony Cheng, incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed January 4, 2023* 10.28 Letter Agreement, dated June 23, 2023, between RGA Enterprise Services Company and Tony Cheng, incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed June 23, 2023* 10.29 Offer Letter, dated April 25, 2024, between the Company and Axel Andr, incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed August 5, 2024* 10.30 Stock Appreciation Rights Award Agreement, dated July 24, 2024 between the Company and Axel Andr, incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed August 5, 2024* 10.31 Restricted Stock Unit Agreement, dated July 24, 2024 between the Company and Axel Andr, incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed August 5, 2024* 10.32 Restricted Stock Unit Agreement, dated July 24, 2024, between the Company and Axel Andr, incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K filed August 5, 2024* 19.1 Insider Trading Policy 21.1 Subsidiaries of the Company 23.1 Consent of Deloitte & Touche LLP 24.1 Powers of Attorney for Messrs. Gauthier, Nichols, Thomas, Tran and Van Wyk and Mses. Albo, Bang, 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 97 NYSE Executive Compensation Recoupment Policy