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RGA(RGA) - 2024 Q2 - Quarterly Report

FORM 10-Q Header Information Reinsurance Group of America, Incorporated filed its Quarterly Report on Form 10-Q for the period ended June 30, 2024, as a large accelerated filer - Reinsurance Group of America, Incorporated filed its Quarterly Report on Form 10-Q for the period ended June 30, 2024. The registrant is a large accelerated filer1 | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |:--------------------|:------------------|:------------------------------------------| | Common Stock, par value $0.01 | RGA | New York Stock Exchange | | 5.75% Fixed-To-Floating Rate Subordinated Debentures due 2056 | RZB | New York Stock Exchange | | 7.125% Fixed Rate Subordinated Debentures due 2052 | RZC | New York Stock Exchange | - As of July 31, 2024, 65,857,648 shares of the registrant's common stock were outstanding2 PART I – FINANCIAL INFORMATION This section presents the unaudited condensed consolidated financial statements and detailed notes, along with management's discussion and analysis of financial condition and results of operations Financial Statements (Unaudited) This section presents the unaudited condensed consolidated financial statements of Reinsurance Group of America, Inc. and its subsidiaries for the periods ended June 30, 2024, and December 31, 2023, including balance sheets, statements of income, comprehensive income, equity, and cash flows Condensed Consolidated Balance Sheets This section provides a snapshot of the Company's financial position, detailing assets, liabilities, and equity as of June 30, 2024, and December 31, 2023 | (in millions) | June 30, 2024 | December 31, 2023 | |:---|:---|:---| | Assets ||| | Total investments | $89,620 | $78,900 | | Cash and cash equivalents | 4,596 | 2,970 | | Total assets | $109,888 | $97,623 | | Liabilities and equity ||| | Future policy benefits | $50,779 | $41,231 | | Interest-sensitive contract liabilities | 31,676 | 30,273 | | Long-term debt | 5,067 | 4,427 | | Total liabilities | 100,063 | 88,452 | | Total equity | 9,825 | 9,171 | | Total liabilities and shareholders' equity | $109,888 | $97,623 | - Total assets increased by $12,265 million (12.56%) from December 31, 2023, to June 30, 2024, primarily driven by an increase in total investments6 - Total liabilities increased by $11,611 million (13.13%) over the same period, with future policy benefits showing a significant increase6 Condensed Consolidated Statements of Income This section presents the Company's revenues, benefits, expenses, and net income for the three and six months ended June 30, 2024, and 2023 | (in millions, except per share amounts) | Three months ended June 30, 2024 | Three months ended June 30, 2023 | Six months ended June 30, 2024 | Six months ended June 30, 2023 | |:---|:---|:---|:---|:---| | Revenues ||||| | Net premiums | $3,920 | $3,337 | $9,296 | $6,722 | | Net investment income | 1,082 | 857 | 2,043 | 1,713 | | Investment related gains (losses), net | (271) | (123) | (420) | (200) | | Total revenues | 4,878 | 4,156 | 11,215 | 8,407 | | Benefits and expenses ||||| | Claims and other policy benefits | 3,712 | 3,013 | 8,844 | 6,076 | | Total benefits and expenses | 4,609 | 3,891 | 10,674 | 7,791 | | Income before income taxes | 269 | 265 | 541 | 616 | | Net income available to RGA, Inc. shareholders | $203 | $205 | $413 | $457 | | Basic earnings per share | $3.07 | $3.09 | $6.28 | $6.86 | | Diluted earnings per share | $3.03 | $3.05 | $6.19 | $6.77 | - For the three months ended June 30, 2024, total revenues increased by $722 million (17.37%) year-over-year, primarily driven by higher net premiums and net investment income, however, net income available to shareholders slightly decreased by $2 million (0.98%) due to increased investment related losses and claims8 - For the six months ended June 30, 2024, total revenues increased by $2,808 million (33.40%) year-over-year, but net income available to shareholders decreased by $44 million (9.63%), largely due to a significant increase in claims and other policy benefits and investment related losses8 Condensed Consolidated Statements of Comprehensive Income This section details the Company's net income and other comprehensive income (loss) components, including foreign currency adjustments and unrealized investment gains/losses, for the three and six months ended June 30, 2024, and 2023 | (in millions) | Three months ended June 30, 2024 | Three months ended June 30, 2023 | Six months ended June 30, 2024 | Six months ended June 30, 2023 | |:---|:---|:---|:---|:---| | Net income | $204 | $207 | $416 | $460 | | Other comprehensive income (loss), net of tax: ||||| | Foreign currency translation adjustments | 29 | 120 | 18 | 142 | | Net unrealized investment gains (losses) | (632) | (486) | (1,027) | 617 | | Effect of updating discount rates on future policy benefits | 705 | 426 | 1,355 | (295) | | Total other comprehensive income (loss), net of tax | 105 | 63 | 349 | 473 | | Total comprehensive income attributable to RGA, Inc. | $308 | $268 | $762 | $930 | - For the three months ended June 30, 2024, total comprehensive income attributable to RGA, Inc. shareholders increased by $40 million (14.93%) year-over-year, primarily due to a positive effect of updating discount rates on future policy benefits, offsetting net unrealized investment losses10 - For the six months ended June 30, 2024, total comprehensive income attributable to RGA, Inc. shareholders decreased by $168 million (18.06%) year-over-year, mainly due to significant net unrealized investment losses, despite a large positive impact from updating discount rates on future policy benefits10 Condensed Consolidated Statements of Equity This section outlines changes in the Company's shareholders' equity, including net income, comprehensive income, dividends, and treasury stock transactions, from December 31, 2023, to June 30, 2024 | (in millions) | Common Stock | Additional Paid In Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Total RGA, Inc. Shareholders' Equity | Noncontrolling Interest | Total Equity | |:---|:---|:---|:---|:---|:---|:---|:---|:---| | Balance, December 31, 2023 | $1 | $2,544 | $8,805 | $(1,900) | $(369) | $9,081 | $90 | $9,171 | | Net income | | | 413 | | | 413 | 3 | 416 | | Total other comprehensive income (loss) | | | | | 349 | 349 | | 349 | | Dividends to shareholders | | | (112) | | | (112) | | (112) | | Purchase of treasury stock | | | | (19) | | (19) | | (19) | | Reissuance of treasury stock | | 23 | (30) | 30 | | 23 | | 23 | | Balance, June 30, 2024 | $1 | $2,567 | $9,076 | $(1,889) | $(20) | $9,735 | $90 | $9,825 | - Total RGA, Inc. shareholders' equity increased by $654 million (7.20%) from December 31, 2023, to June 30, 2024, primarily due to net income and positive total other comprehensive income (loss), partially offset by dividends and treasury stock purchases13 - Accumulated Other Comprehensive Income (Loss) significantly improved from $(369) million at December 31, 2023, to $(20) million at June 30, 202413 Condensed Consolidated Statements of Cash Flows This section presents the Company's cash flows from operating, investing, and financing activities for the six months ended June 30, 2024, and 2023 | (in millions) | Six months ended June 30, 2024 | Six months ended June 30, 2023 | |:---|:---|:---| | Net cash provided by operating activities | $6,703 | $1,818 | | Net cash used in investing activities | (7,176) | (2,488) | | Net cash provided by financing activities | 2,225 | 368 | | Effect of exchange rate changes on cash | (126) | (27) | | Change in cash and cash equivalents | 1,626 | (329) | | Cash and cash equivalents, beginning of period | 2,970 | 2,927 | | Cash and cash equivalents, end of period | $4,596 | $2,598 | - Net cash provided by operating activities significantly increased to $6,703 million for the six months ended June 30, 2024, from $1,818 million in the prior year, indicating strong operational cash generation16 - Despite a substantial increase in cash used in investing activities, the Company reported a positive change in cash and cash equivalents of $1,626 million for the six months ended June 30, 2024, compared to a negative change of $329 million in the prior year, leading to a higher ending cash balance16 Notes to Condensed Consolidated Financial Statements (Unaudited) This section provides detailed notes to the unaudited condensed consolidated financial statements, offering explanations and breakdowns of key accounts, accounting policies, and significant transactions Note 1 Business and Basis of Presentation This note describes Reinsurance Group of America, Incorporated's business operations as an insurance holding company and the basis for preparing its unaudited condensed consolidated financial statements - Reinsurance Group of America, Incorporated (RGA) is an insurance holding company providing traditional reinsurance (individual and group life and health, disability, critical illness) and financial solutions (longevity reinsurance, asset-intensive products, financial reinsurance, capital solutions, stable value products)18 - The unaudited condensed consolidated financial statements are prepared in conformity with GAAP for interim financial information and SEC instructions, and should be read with the 2023 Annual Report on Form 10-K18 Note 2 Earnings Per Share This note details the calculation of basic and diluted earnings per share for the three and six months ended June 30, 2024, and 2023 | (in millions, except per share information) | Three months ended June 30, 2024 | Three months ended June 30, 2023 | Six months ended June 30, 2024 | Six months ended June 30, 2023 | |:---|:---|:---|:---|:---| | Net income available to RGA, Inc. shareholders | $203 | $205 | $413 | $457 | | Weighted average outstanding shares (basic) | 66 | 67 | 66 | 67 | | Diluted shares | 67 | 68 | 67 | 68 | | Basic earnings per share | $3.07 | $3.09 | $6.28 | $6.86 | | Diluted earnings per share | $3.03 | $3.05 | $6.19 | $6.77 | - Basic EPS decreased slightly from $3.09 to $3.07 for the three months ended June 30, 2024, and from $6.86 to $6.28 for the six months ended June 30, 2024, compared to the prior year periods19 Note 3 Equity This note provides information on the Company's common stock, share repurchase program, and changes in accumulated other comprehensive income (loss) | Common Stock | Issued | Held In Treasury | Outstanding | |:---|:---|:---|:---| | Balance, December 31, 2023 | 85,310,598 | 19,689,885 | 65,620,713 | | Equity based compensation | — | (203,683) | 203,683 | | Balance, June 30, 2024 | 85,310,598 | 19,486,202 | 65,824,396 | - On January 23, 2024, the Company's board authorized a share repurchase program for up to $500 million of its outstanding common stock, with no shares repurchased under this program during the six months ended June 30, 202421 | Accumulated Other Comprehensive Income (Loss) (dollars in millions) | Balance, December 31, 2023 | Balance, June 30, 2024 | |:---|:---|:---| | Foreign Currency Translation Adjustments | $69 | $87 | | Net Unrealized Investment Gains (Losses) | $(3,668) | $(4,695) | | Effect Updating Discount Rates on Future Policy Benefits | $3,256 | $4,611 | | Total | $(369) | $(20) | - Equity compensation expense was $26 million for the six months ended June 30, 2024, up from $22 million in the prior year25 Note 4 Future Policy Benefits This note explains the Company's methodology for reviewing and updating cash flow assumptions for future policy benefits and presents the net liability and weighted average discount rates by segment - The Company reviews and updates cash flow assumptions for future policy benefits quarterly, with annual reviews typically in the third quarter26 | (dollars in millions) | U.S. and Latin America – Traditional | Canada – Traditional | Europe, Middle East and Africa – Traditional | Asia Pacific – Traditional | |:---|:---|:---|:---|:---| | Liability for future policy benefits (Net) ||||| | June 30, 2024 | $9,165 | $3,882 | $1,091 | $2,462 | | June 30, 2023 | $9,385 | $3,995 | $1,012 | $2,367 | | Weighted average current discount rate ||||| | June 30, 2024 | 5.6% | 5.0% | 5.7% | 4.8% | | June 30, 2023 | 5.1% | 4.6% | 6.1% | 4.2% | | (dollars in millions) | U.S. and Latin America – Financial Solutions | Canada – Financial Solutions | Europe, Middle East and Africa – Financial Solutions | Asia Pacific – Financial Solutions | |:---|:---|:---|:---|:---| | Liability for future policy benefits (Net) ||||| | June 30, 2024 | $6,388 | $4,151 | $5,714 | $9,797 | | June 30, 2023 | $3,885 | $53 | $5,110 | $5,611 | | Weighted average current discount rate ||||| | June 30, 2024 | 5.5% | 4.9% | 5.2% | 2.4% | | June 30, 2023 | 5.2% | 4.8% | 5.5% | 1.6% | - The total liability for future policy benefits increased to $50,779 million at June 30, 2024, from $38,239 million at June 30, 2023, with significant growth in Financial Solutions segments, particularly Canada and Asia Pacific42 Note 5 Policyholder Account Balances This note details policyholder account balances and weighted average crediting rates across various segments, highlighting changes and guaranteed minimum rates | (dollars in millions) | U.S. and Latin America – Traditional | U.S. and Latin America – Financial Solutions | Asia Pacific – Financial Solutions | |:---|:---|:---|:---| | Balance, end of period, after reinsurance |||| | June 30, 2024 | $1,581 | $13,844 | $3,734 | | June 30, 2023 | $1,639 | $16,435 | $3,898 | | Weighted average crediting rate |||| | June 30, 2024 | 4.4% | 3.4% | 3.2% | | June 30, 2023 | 4.0% | 3.3% | 2.9% | - Total policyholder account balances decreased to $22,118 million at June 30, 2024, from $23,543 million at June 30, 202348 - The majority of policyholder account balances in U.S. and Latin America – Financial Solutions are in contracts with guaranteed minimum crediting rates of 4.00% and Greater, totaling $8,935 million at June 30, 202452 Note 6 Unpaid Claims and Claim Expense – Short-Duration Contracts This note provides a reconciliation of the net balance of unpaid claims and claim adjustment expenses for short-duration contracts, including incurred and paid amounts | (in millions) | Six months ended June 30, 2024 | Six months ended June 30, 2023 | |:---|:---|:---| | Net balance, beginning of year | $2,650 | $2,423 | | Total incurred | 716 | 734 | | Total payments | (639) | (658) | | Total other changes | (27) | 10 | | Net balance, end of period | $2,700 | $2,509 | | Balance, end of period | $2,769 | $2,579 | - The net balance of unpaid claims and claim adjustment expenses for short-duration contracts increased to $2,700 million at June 30, 2024, from $2,509 million at June 30, 202356 - Incurred claims associated with prior periods are primarily due to the development of claims for prior years being different than anticipated, with these trends considered in establishing the current year liability56 Note 7 Market Risk Benefits This note details the changes in market risk benefits, including interest accruals, fees collected, and the effects of changes in interest rates and equity markets | (dollars in millions) | Six months ended June 30, 2024 | Six months ended June 30, 2023 | |:---|:---|:---| | Balance, beginning of year | $249 | $247 | | Interest accrual | 6 | 6 | | Attributed fees collected | 13 | 13 | | Effect of changes in interest rates | (34) | (2) | | Effect of changes in equity markets | (26) | (34) | | Balance, end of period, before effect of changes in the instrument-specific credit risk | 210 | 245 | | Balance, end of period | $202 | $229 | - Market risk benefits decreased to $202 million at June 30, 2024, from $229 million at June 30, 2023, primarily due to the effects of changes in interest rates and equity markets58 - Market risk benefits are classified within Level 3 of the fair value hierarchy, and no material changes were made to the inputs or nonfinancial assumptions in the calculations during the periods presented60 Note 8 Deferred Policy Acquisition Costs This note presents the balance of deferred policy acquisition costs by segment, highlighting increases across most Traditional and Financial Solutions segments | (dollars in millions) | U.S. and Latin America – Traditional | Canada – Traditional | Europe, Middle East and Africa – Traditional | Asia Pacific – Traditional | |:---|:---|:---|:---|:---| | Balance, end of period ||||| | June 30, 2024 | $2,269 | $166 | $354 | $1,128 | | June 30, 2023 | $2,134 | $174 | $318 | $1,050 | | (dollars in millions) | U.S. and Latin America – Financial Solutions | Canada – Financial Solutions | Europe, Middle East and Africa – Financial Solutions | Asia Pacific – Financial Solutions | |:---|:---|:---|:---|:---| | Balance, end of period ||||| | June 30, 2024 | $523 | $— | $— | $265 | | June 30, 2023 | $320 | $— | $— | $285 | - Total deferred policy acquisition costs increased to $4,720 million at June 30, 2024, from $4,286 million at June 30, 2023, driven by increases across most Traditional and Financial Solutions segments66 Note 9 Reinsurance This note discusses the Company's evaluation of retrocessionaires and provides details on reinsurance ceded receivables and assets supporting funds withheld arrangements - The Company regularly evaluates the financial condition of its retrocessionaires; as of June 30, 2024, all rated retrocession pool participants were rated 'B++ (Good)' or better by A.M. Best Company67 - Two reinsurance companies, including Ruby Re, account for approximately 75% of reinsurance ceded receivables and other as of June 30, 202467 | (dollars in millions) | June 30, 2024 | December 31, 2023 | |:---|:---|:---| | Fixed maturity securities available-for-sale | $2,326 | $2,442 | | Mortgage loans | 429 | 451 | | Funds withheld at interest | 1,496 | 1,545 | | Net assets (supporting funds withheld arrangements) | $4,349 | $4,534 | Note 10 Investments This note provides detailed information on the Company's investment portfolio, including fixed maturity securities, allowances for credit losses, net investment income, and mortgage loans by property type | Fixed Maturity Securities Available-for-Sale (dollars in millions) | Amortized Cost (June 30, 2024) | Estimated Fair Value (June 30, 2024) | Amortized Cost (Dec 31, 2023) | Estimated Fair Value (Dec 31, 2023) | |:---|:---|:---|:---|:---| | Corporate | $50,053 | $46,131 | $42,014 | $38,755 | | Canadian government | 4,520 | 4,780 | 3,477 | 3,917 | | Japanese government | 5,297 | 4,463 | 3,630 | 3,131 | | Total fixed maturity securities | $76,161 | $70,491 | $64,977 | $60,467 | - Total fixed maturity securities available-for-sale increased in fair value to $70,491 million at June 30, 2024, from $60,467 million at December 31, 202370 | Allowance for Credit Losses (dollars in millions) | Corporate | ABS | CMBS | Total | |:---|:---|:---|:---|:---| | Balance, beginning of period (Six months ended June 30, 2024) | $62 | $12 | $1 | $75 | | Credit losses recognized | 32 | — | — | 32 | | Reductions for securities sold | (9) | — | — | (9) | | Balance, end of period (Six months ended June 30, 2024) | $95 | $15 | $1 | $111 | | Net Investment Income (dollars in millions) | Three months ended June 30, 2024 | Three months ended June 30, 2023 | Six months ended June 30, 2024 | Six months ended June 30, 2023 | |:---|:---|:---|:---|:---| | Fixed maturity securities available-for-sale | $881 | $683 | $1,641 | $1,328 | | Mortgage loans | 97 | 80 | 187 | 154 | | Total net investment income | $1,082 | $857 | $2,043 | $1,713 | | Mortgage Loans by Property Type (dollars in millions) | Carrying Value (June 30, 2024) | % of Total (June 30, 2024) | Carrying Value (Dec 31, 2023) | % of Total (Dec 31, 2023) | |:---|:---|:---|:---|:---| | Office | $1,702 | 21.1% | $1,700 | 22.8% | | Retail | 2,670 | 33.1% | 2,437 | 32.7% | | Industrial | 2,270 | 28.0% | 1,947 | 26.1% | | Apartment | 980 | 12.1% | 913 | 12.2% | | Hotel | 408 | 5.1% | 413 | 5.5% | | Total mortgage loans | $7,984 | | $7,377 | | Note 11 Derivative Instruments This note describes the Company's use of various derivative instruments for risk management, detailing their notional amounts, fair values, and impact on net income - The Company uses various derivative instruments for risk management, including interest rate swaps, options, futures, foreign currency swaps, forwards, options, equity options, futures, credit default swaps, CPI swaps, and synthetic GICs99 | (dollars in millions) | Notional Amount (June 30, 2024) | Fair Value Assets (June 30, 2024) | Fair Value Liabilities (June 30, 2024) | Notional Amount (Dec 31, 2023) | Fair Value Assets (Dec 31, 2023) | Fair Value Liabilities (Dec 31, 2023) | |:---|:---|:---|:---|:---|:---|:---| | Total non-designated derivatives | $28,298 | $406 | $838 | $27,306 | $478 | $949 | | Total hedging derivatives | 7,447 | 23 | 409 | 4,798 | 32 | 247 | | Total derivatives | $35,745 | $429 | $1,247 | $32,104 | $510 | $1,196 | - For the six months ended June 30, 2024, net losses from non-qualifying derivatives recognized in investment related gains (losses), net, totaled $(125) million, compared to $(95) million in the prior year113 - The Company's credit exposure from derivative contracts was $14 million as of June 30, 2024116 Note 12 Fair Value of Assets and Liabilities This note explains the fair value hierarchy and provides a breakdown of the Company's assets and liabilities measured at fair value across Level 1, Level 2, and Level 3 categories - Fair value measurements are categorized into a three-level hierarchy: Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1 prices), and Level 3 (unobservable inputs)117 | (dollars in millions) | Total Fair Value (June 30, 2024) | Level 1 | Level 2 | Level 3 | |:---|:---|:---|:---|:---| | Assets ||||| | Total fixed maturity securities available-for-sale | $70,491 | $1,337 | $62,098 | $7,056 | | Equity securities | 144 | 70 | — | 74 | | Total assets | $73,835 | $4,561 | $62,348 | $6,926 | | Liabilities ||||| | Interest-sensitive contract liabilities – embedded derivatives | $386 | $— | $— | $386 | | Funds withheld at interest – embedded derivatives | (206) | — | — | (206) | | Total liabilities | $610 | $— | $430 | $180 | - As of June 30, 2024, approximately 10.0% of the Company's fixed maturity securities were classified in the Level 3 category, primarily consisting of private placement corporate and asset-backed securities236 Note 13 Income Tax This note details the Company's effective tax rates for the periods presented and discusses the impact of foreign income, tax credits, and the Inflation Reduction Act of 2022 - The effective tax rate for the three and six months ended June 30, 2024, was 24.3% and 23.1%, respectively, higher than the U.S. statutory rate due to foreign income and Subpart F income, partially offset by tax credits142 - The effective tax rate for the three and six months ended June 30, 2023, was 21.7% and 25.2%, respectively142 - The Company is not an 'applicable corporation' for 2024 under the Inflation Reduction Act of 2022, and the Act is not expected to have a material impact on tax expense142 Note 14 Employee Benefit Plans This note provides information on the net periodic benefit cost for the Company's pension plans for the three and six months ended June 30, 2024, and 2023 | (dollars in millions) | Three months ended June 30, 2024 (Pension) | Three months ended June 30, 2023 (Pension) | Six months ended June 30, 2024 (Pension) | Six months ended June 30, 2023 (Pension) | |:---|:---|:---|:---|:---| | Service cost | $4 | $4 | $7 | $7 | | Interest cost | 2 | 3 | 5 | 5 | | Expected return on plan assets | (3) | (2) | (6) | (5) | | Net periodic benefit cost | $3 | $5 | $7 | $8 | - Net periodic benefit cost for pension plans decreased to $3 million for the three months ended June 30, 2024, from $5 million in the prior year, and to $7 million for the six months ended June 30, 2024, from $8 million in the prior year143 Note 15 Commitments, Contingencies and Guarantees This note outlines the Company's various commitments, including funding for investments, FHLB funding agreements, Funding Agreement Backed Notes, and statutory reserve support commitments | (dollars in millions) | June 30, 2024 | December 31, 2023 | |:---|:---|:---| | Limited partnerships and real estate joint ventures | $1,020 | $1,058 | | Mortgage loans | 140 | 137 | | Bank loans and private placements | 1,168 | 810 | | Lifetime mortgages | 73 | 53 | | Total funding of investments | $2,401 | $2,058 | - The Company had $1.4 billion of FHLB funding agreements outstanding at June 30, 2024, up from $1.1 billion at December 31, 2023145 - The Company had $2.7 billion of Funding Agreement Backed Notes (FABN) agreements outstanding at June 30, 2024, significantly up from $1.3 billion at December 31, 2023147 - Maximum potential obligation for statutory reserve support commitments as of June 30, 2024, totals $30,946 million, with the largest commitments maturing in 2039 ($8,751 million)151 Note 16 Segment Information This note presents financial performance data by segment, including revenues, income before income taxes, and assets, for the Company's U.S. and Latin America, Canada, EMEA, and Asia Pacific operations - The Company measures segment performance primarily based on profit or loss from operations before income taxes and allocates capital using an internally developed economic capital model152 | (dollars in millions) | Three months ended June 30, 2024 | Three months ended June 30, 2023 | Six months ended June 30, 2024 | Six months ended June 30, 2023 | |:---|:---|:---|:---|:---| | Revenues ||||| | U.S. and Latin America | $2,708 | $2,210 | $6,931 | $4,537 | | Canada | 490 | 399 | 903 | 785 | | Europe, Middle East and Africa | 756 | 581 | 1,492 | 1,210 | | Asia Pacific | 880 | 888 | 1,814 | 1,748 | | Corporate and Other | 44 | 78 | 75 | 127 | | Total | $4,878 | $4,156 | $11,215 | $8,407 | | (dollars in millions) | Income (loss) before income taxes (June 30, 2024) | Income (loss) before income taxes (June 30, 2023) | |:---|:---|:---| | U.S. and Latin America | $390 | $365 | | Canada | 87 | 80 | | Europe, Middle East and Africa | 165 | 142 | | Asia Pacific | 164 | 175 | | Corporate and Other | (265) | (146) | | Total | $541 | $616 | | (dollars in millions) | Assets (June 30, 2024) | Assets (Dec 31, 2023) | |:---|:---|:---| | U.S. and Latin America | $53,568 | $52,705 | | Canada | 10,914 | 5,330 | | Europe, Middle East and Africa | 12,297 | 9,990 | | Asia Pacific | 29,797 | 24,605 | | Corporate and Other | 3,312 | 4,993 | | Total | $109,888 | $97,623 | Note 17 Financing Activities This note details the Company's financing activities, including the issuance of 5.75% fixed rate Senior Notes due 2034 for general corporate purposes - On May 13, 2024, the Company issued 5.75% fixed rate Senior Notes due 2034 with a face amount of $650 million for general corporate purposes, incurring $6 million in capitalized issuance costs157 Note 18 New Accounting Standards This note discusses the anticipated adoption dates and expected impact of new accounting standards updates on segment reporting and income taxes | Description | Anticipated Date of Adoption | Effect on the Consolidated Financial Statements | |:---|:---|:---| | Segment Reporting (ASU) | December 31, 2024 | Retrospective application; not material to results or financial position. | | Income Taxes (ASU) | December 31, 2025 | Prospective application (retrospective permitted); not material to results or financial position. | Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the Company's financial condition, results of operations, and cash flows, highlighting key drivers, trends, and significant events Cautionary Note Regarding Forward-Looking Statements This note advises that the document contains forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially from expectations - The document contains forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially from expectations, including adverse changes in mortality, market conditions, regulatory actions, and natural disasters161 - The Company does not undertake any obligation to update these statements, except as required by applicable securities law161 Overview This section provides an overview of RGA's business as a leading global provider of life reinsurance and financial solutions, detailing its business segments and key profitability drivers - RGA is a leading global provider of life reinsurance and financial solutions, with $3.8 trillion of life reinsurance in force and $109.9 billion in assets as of June 30, 2024163 - The Company's Traditional business reinsures individual and group life and health, disability, and critical illness, while Financial Solutions includes longevity reinsurance, asset-intensive products, and capital solutions163 - Profitability depends on claims experience, investment performance, and pricing adequacy, with claims being volatile over shorter periods163 Consolidated Results of Operations This section analyzes the Company's consolidated financial performance, including revenues, benefits, expenses, and net income, highlighting key factors influencing changes for the periods presented | (Dollars in millions, except per share data) | Three months ended June 30, 2024 | Three months ended June 30, 2023 | Six months ended June 30, 2024 | Six months ended June 30, 2023 | |:---|:---|:---|:---|:---| | Total revenues | $4,878 | $4,156 | $11,215 | $8,407 | | Total benefits and expenses | 4,609 | 3,891 | 10,674 | 7,791 | | Income before income taxes | 269 | 265 | 541 | 616 | | Net income available to RGA, Inc. shareholders | $203 | $205 | $413 | $457 | | Basic earnings per share | $3.07 | $3.09 | $6.28 | $6.86 | | Diluted earnings per share | $3.03 | $3.05 | $6.19 | $6.77 | - For the three months ended June 30, 2024, net income available to shareholders decreased slightly by $2 million, primarily due to increased investment related losses and unfavorable claims experience in Canada and EMEA Traditional segments168 - For the six months ended June 30, 2024, net income available to shareholders decreased by $44 million, mainly due to a non-economic loss from a single premium pension risk transfer (PRT) transaction in U.S. Financial Solutions and increased investment related losses168 - Foreign currency fluctuations increased income before taxes by $5 million and $11 million for the three and six months ended June 30, 2024, respectively, primarily due to the weakening Japanese Yen168169 - Consolidated assumed life reinsurance in force increased to $3,767.7 billion as of June 30, 2024, from $3,479.6 billion as of June 30, 2023, driven by new business production169 Results of Operations by Segment This section details the financial performance of the Company's geographic and business-based operational segments, including Traditional and Financial Solutions. It analyzes revenues, benefits, expenses, and income before income taxes for each segment, highlighting key drivers of change and specific market conditions U.S. and Latin America Operations The U.S. and Latin America operations comprise Traditional (individual mortality-risk, health, long-term care) and Financial Solutions (asset-intensive, capital solutions, PRT). The segment saw increased income before taxes in Q2 2024 due to in-force management and higher net investment income, but a decrease for the six-month period due to non-economic changes in insurance liabilities in Financial Solutions | (dollars in millions) | Three months ended June 30, 2024 | Three months ended June 30, 2023 | Six months ended June 30, 2024 | Six months ended June 30, 2023 | |:---|:---|:---|:---|:---| | Total revenues | $2,708 | $2,210 | $6,931 | $4,537 | | Total benefits and expenses | 2,451 | 2,080 | 6,541 | 4,172 | | Income before income taxes | $257 | $130 | $390 | $365 | - Income before income taxes for U.S. and Latin America operations increased by $127 million for the three months ended June 30, 2024, but only by $25 million for the six months ended June 30, 2024, compared to prior year periods173 - The six-month decrease in income was primarily due to a non-economic loss recognized at the inception of a single premium PRT transaction in Q1 2024 within the Financial Solutions segment173 | (dollars in millions) | U.S. and Latin America Traditional (Six months ended June 30, 2024) | U.S. and Latin America Traditional (Six months ended June 30, 2023) | |:---|:---|:---| | Net premiums | $3,542 | $3,365 | | Income before income taxes | $290 | $183 | | Life reinsurance in force | $1,716.1 billion | $1,685.3 billion | | (dollars in millions) | U.S. and Latin America Financial Solutions (Six months ended June 30, 2024) | U.S. and Latin America Financial Solutions (Six months ended June 30, 2023) | |:---|:---|:---| | Net premiums | $2,221 | $180 | | Income before income taxes | $100 | $182 | | Invested asset base supporting asset-intensive transactions | $22.1 billion | $22.7 billion | | Reinsurance assumed in capital solutions transactions | $29.5 billion | $25.6 billion | Canada Operations Canada operations primarily focus on traditional individual life reinsurance, with a smaller Financial Solutions segment for longevity and capital solutions. The segment experienced a decrease in income before taxes for Q2 2024 due to lower investment-related gains, but an increase for the six-month period driven by favorable group business experience | (dollars in millions) | Three months ended June 30, 2024 | Three months ended June 30, 2023 | Six months ended June 30, 2024 | Six months ended June 30, 2023 | |:---|:---|:---|:---|:---| | Total revenues | $490 | $399 | $903 | $785 | | Total benefits and expenses | 457 | 358 | 816 | 705 | | Income before income taxes | $33 | $41 | $87 | $80 | - Income before income taxes for Canada operations decreased by $8 million for the three months ended June 30, 2024, but increased by $7 million for the six months ended June 30, 2024182 - The increases in net premiums, net investment income, other revenues, claims, and policy acquisition costs were due to a new financial solutions transaction in Q2 2024182 | (dollars in millions) | Canada Traditional (Six months ended June 30, 2024) | Canada Traditional (Six months ended June 30, 2023) | |:---|:---|:---| | Net premiums | $644 | $602 | | Income before income taxes | $74 | $64 | | Life reinsurance in force | $489.3 billion | $484.6 billion | | (dollars in millions) | Canada Financial Solutions (Six months ended June 30, 2024) | Canada Financial Solutions (Six months ended June 30, 2023) | |:---|:---|:---| | Net premiums | $71 | $46 | | Income before income taxes | $13 | $16 | Europe, Middle East and Africa Operations EMEA operations consist of Traditional (life, health, critical illness reinsurance) and Financial Solutions (longevity closed blocks, payout annuities, capital management). The segment reported increased income before taxes for both the three and six months ended June 30, 2024, driven by higher net premiums and net investment income, despite increased claims | (dollars in millions) | Three months ended June 30, 2024 | Three months ended June 30, 2023 | Six months ended June 30, 2024 | Six months ended June 30, 2023 | |:---|:---|:---|:---|:---| | Total revenues | $756 | $581 | $1,492 | $1,210 | | Total benefits and expenses | 683 | 525 | 1,327 | 1,068 | | Income before income taxes | $73 | $56 | $165 | $142 | - Income before income taxes for EMEA operations increased by $17 million for the three months and $23 million for the six months ended June 30, 2024, compared to the prior year periods190 | (dollars in millions) | EMEA Traditional (Six months ended June 30, 2024) | EMEA Traditional (Six months ended June 30, 2023) | |:---|:---|:---| | Net premiums | $993 | $867 | | Income before income taxes | $29 | $31 | | Life reinsurance in force | $976.5 billion | $802.3 billion | | (dollars in millions) | EMEA Financial Solutions (Six months ended June 30, 2024) | EMEA Financial Solutions (Six months ended June 30, 2023) | |:---|:---|:---| | Net premiums | $305 | $215 | | Income before income taxes | $136 | $111 | Asia Pacific Operations Asia Pacific operations include Traditional (life reinsurance) and Financial Solutions. The segment experienced decreases in income before taxes for both the three and six months ended June 30, 2024, primarily driven by increased investment related losses in the Financial Solutions segment, despite growth in net premiums and net investment income | (dollars in millions) | Three months ended June 30, 2024 | Three months ended June 30, 2023 | Six months ended June 30, 2024 | Six months ended June 30, 2023 | |:---|:---|:---|:---|:---| | Total revenues | $880 | $888 | $1,814 | $1,748 | | Total benefits and expenses | 838 | 779 | 1,650 | 1,573 | | Income before income taxes | $42 | $109 | $164 | $175 | - Income before income taxes for Asia Pacific operations decreased by $67 million for the three months and $11 million for the six months ended June 30, 2024, compared to the prior year periods196 | (dollars in millions) | Asia Pacific Traditional (Six months ended June 30, 2024) | Asia Pacific Traditional (Six months ended June 30, 2023) | |:---|:---|:---| | Net premiums | $1,424 | $1,339 | | Income before income taxes | $209 | $168 | | Life reinsurance in force | $557.8 billion | $495.4 billion | | (dollars in millions) | Asia Pacific Financial Solutions (Six months ended June 30, 2024) | Asia Pacific Financial Solutions (Six months ended June 30, 2023) | |:---|:---|:---| | Net premiums | $96 | $108 | | Income (loss) before income taxes | $(45) | $7 | | Invested asset base supporting asset-intensive transactions | $19.4 billion | $15.1 billion | Corporate and Other The Corporate and Other segment includes investment income from unallocated assets, investment-related gains/losses, service fees, unallocated overhead, and interest expense related to debt. This segment reported increased losses before income taxes for both the three and six months ended June 30, 2024, primarily due to higher investment related losses, interest credited, and operating expenses | (dollars in millions) | Three months ended June 30, 2024 | Three months ended June 30, 2023 | Six months ended June 30, 2024 | Six months ended June 30, 2023 | |:---|:---|:---|:---|:---| | Total revenues | $44 | $78 | $75 | $127 | | Total benefits and expenses | 180 | 149 | 340 | 273 | | Loss before income taxes | $(136) | $(71) | $(265) | $(146) | - Losses before income taxes for Corporate and Other increased by $65 million for the three months and $119 million for the six months ended June 30, 2024, compared to the prior year periods204 - The increase in losses was driven by higher investment related losses (losses on sales of fixed maturity securities), increased interest credited due to new FABN issuances, and higher incentive compensation expense204 Liquidity and Capital Resources This section discusses the Company's ability to generate and manage cash flows to meet its financial obligations and support business growth, covering market environment, holding company liquidity, debt, credit facilities, cash flow activities, contractual obligations, and investment management Overview The Company believes its cash flows and available funds are sufficient to meet liquidity requirements for the next twelve months, supported by periodic liquidity stress testing and a diversified asset portfolio. Primary funding comes from net cash flows from operations, with additional alternatives including asset sales, credit facilities, and debt/equity issuance - The Company believes its cash flows from available sources will provide sufficient liquidity for the next twelve months, even under stress scenarios like early treaty recapture or higher-than-expected claims206 - Liquidity alternatives include selling invested assets, borrowings under committed credit facilities, secured borrowings, and issuing long-term debt, preferred securities, or common equity206 Current Market Environment The Company's average investment yield increased due to higher new money rates, but gross unrealized losses on fixed maturity securities also increased. Despite market volatility, the Company maintains a strong liquidity position, does not rely on short-term funding, and believes its capital base is adequate, with mortality and morbidity risks remaining the most significant - The average investment yield, excluding spread related business, was 4.65% for the three months ended June 30, 2024, up 23 basis points from the prior year, due to higher new money rates207 - Gross unrealized losses on fixed maturity securities increased from $5.6 billion at December 31, 2023, to $6.5 billion at June 30, 2024207 - The Company does not rely on short-term funding or commercial paper and has experienced no liquidity pressure, with mortality and morbidity risks being the most significant207 The Holding Company RGA, as an insurance holding company, uses liquidity for subsidiary capital needs, shareholder dividends, stock repurchases, and debt interest payments. Its primary liquidity sources include capital-raising, corporate investment income, and dividends from operating subsidiaries. RGA aims to maintain a flexible capital structure, strong credit ratings, and shareholder returns, including a $500 million share repurchase program authorized in January 2024, under which no shares were repurchased in H1 2024 - RGA's primary uses of liquidity include capital needs of operating companies, dividends to shareholders, common stock repurchases, and interest payments on indebtedness208 - Primary sources of liquidity are capital-raising efforts, interest income on undeployed corporate investments, and dividends from operating subsidiaries208 | (dollars in millions) | Six months ended June 30, 2024 | Six months ended June 30, 2023 | |:---|:---|:---| | Interest and dividend income | $56 | $71 | | Capital contributions to subsidiaries | 96 | 12 | | Issuance of unaffiliated debt | 645 | 400 | | Dividends to shareholders | 112 | 107 | | Purchases of treasury stock | — | 100 | | Cash and invested assets (June 30, 2024) | $949 | | | Cash and invested assets (Dec 31, 2023) | | $712 | - RGA's board authorized a $500 million share repurchase program on January 23, 2024, but no shares were repurchased under this program during the six months ended June 30, 2024211 Debt The Company's debt agreements include financial covenants such as minimum consolidated net worth and maximum debt-to-capitalization ratios. As of June 30, 2024, outstanding borrowings totaled $5.1 billion, and the Company was in compliance with all covenants. A downgrade in credit ratings could trigger derivative agreement terms, potentially affecting liquidity - As of June 30, 2024, the Company had $5.1 billion in outstanding borrowings under its debt agreements, up from $4.5 billion at December 31, 2023, and was in compliance with all covenants214 - The average interest rate on long-term debt outstanding was 5.17% at June 30, 2024, compared to 5.09% at December 31, 2023214 - A downgrade in the Company's debt or financial strength ratings could trigger termination events in derivative agreements, potentially affecting liquidity216 - On May 13, 2024, the Company issued $650 million of 5.75% fixed rate Senior Notes due 2034216 Credit and Committed Facilities The Company utilizes bank letters of credit to guarantee performance under reinsurance agreements and secure statutory reserve credits for ceding business to affiliated subsidiaries. As of June 30, 2024, $52 million in bank letters of credit were outstanding to third parties, and $1.6 billion in undrawn letters of credit backed intercompany reinsurance. The Company also has an $850 million syndicated revolving credit facility, with no cash borrowings or issued letters of credit outstanding as of June 30, 2024 - As of June 30, 2024, $52 million of outstanding bank letters of credit were in favor of third parties, and $1.6 billion in undrawn letters of credit backed reinsurance between Company subsidiaries217 - The Company has an $850 million syndicated revolving credit facility maturing in March 2028, with no cash borrowings or issued letters of credit outstanding as of June 30, 2024217 Cash Flows The Company's cash inflows primarily stem from premiums, investment income, and asset maturities/sales, while outflows cover claims, operating expenses, taxes, dividends, and debt. Operating cash flows are reinvested to fund liabilities. The Company manages liquidity risks through credit risk management and has access to a revolving credit facility ($850 million available) and FHLB borrowings ($583 million available) to meet unexpected needs - Principal cash inflows from reinsurance operations include premiums and deposit funds, while investment inflows come from investment income, maturities, and sales of assets218 - Principal cash outflows relate to claims, interest credited, operating expenses, income taxes, dividends, treasury stock purchases, and debt payments218 - As of June 30, 2024, the Company had $850 million available under its revolving credit facility and $583 million available through collateralized FHLB borrowings218 | (dollars in millions) | Six months ended June 30, 2024 | Six months ended June 30, 2023 | |:---|:---|:---| | Net cash provided by operating activities | $6,703 | $1,818 | | Net cash used in investing activities | 7,176 | 2,488 | | Net cash provided by financing activities | 2,225 | 368 | | Net change in cash and cash equivalents | $1,626 | $(329) | Contractual Obligations The Company's contractual obligations increased materially due to new transactions and debt issuances. Future policy benefits rose by $6.9 billion, long-term debt by $0.8 billion (including interest), and other investment commitments by $0.4 billion - Contractual obligations for future policy benefits increased by $6.9 billion at June 30, 2024, due to new transactions220 - Long-term debt obligations, including interest, increased by $0.8 billion at June 30, 2024, primarily due to the issuance of 2034 Senior Notes220 - Other investment commitments increased by $0.4 billion at June 30, 2024, mainly from an increase in payables for securities sold or loaned under repurchase agreements220 Asset / Liability Management The Company actively manages its cash and invested assets to balance quality, diversification, asset/liability matching, liquidity, and investment return, aiming to optimize after-tax, risk-adjusted investment income and total return - The Company's investment strategy balances quality, diversification, asset/liability matching, liquidity, and investment return to optimize after-tax, risk-adjusted investment income and total return221223 - Liquidity position (cash and cash equivalents and short-term investments) was $4.9 billion at June 30, 2024, up from $3.2 billion at December 31, 2023222 - The Company's liability for FHLB funding agreements was $1.4 billion at June 30, 2024, collateralized primarily by commercial and residential mortgage-backed securities, commercial mortgage loans, and U.S. Treasury and government agency securities222 Investments The Company's investment portfolio is managed to match reinsurance product characteristics and achieve income objectives through strategic asset allocations and derivative strategies. Fixed maturity securities, primarily corporate bonds, constitute the largest asset class, with a significant portion being investment grade. The portfolio also includes structured securities (ABS, CMBS, RMBS) and mortgage loans, all subject to ongoing credit risk and impairment monitoring | (dollars in millions) | June 30, 2024 | % of Total (June 30, 2024) | December 31, 2023 | % of Total (Dec 31, 2023) | |:---|:---|:---|:---|:---| | Fixed maturity securities available-for-sale | $70,491 | 74.7% | $60,467 | 73.9% | | Mortgage loans | 7,984 | 8.5% | 7,377 | 9.0% | | Cash and cash equivalents | 4,596 | 4.9% | 2,970 | 3.6% | | Total cash and invested assets | $94,216 | 100.0% | $81,870 | 100.0% | - Approximately 94.4% of the Company's consolidated investment portfolio of fixed maturity securities were investment grade as of June 30, 2024228 | (dollars in millions) | June 30, 2024 (Fair Value) | % of Total (June 30, 2024) | December 31, 2023 (Fair Value) | % of Total (Dec 31, 2023) | |:---|:---|:---|:---|:---| | NAIC 1 (AAA/AA/A) | $45,782 | 64.9% | $38,739 | 64.1% | | NAIC 2 (BBB) | 20,787 | 29.5% | 18,261 | 30.2% | | Total fixed maturity securities | $70,491 | 100.0% | $60,467 | 100.0% | | (dollars in millions) | June 30, 2024 (Recorded Investment) | % of Total (June 30, 2024) | December 31, 2023 (Recorded Investment) | % of Total (Dec 31, 2023) | |:---|:---|:---|:---|:---| | U.S. Region | $7,261 | 89.9% | $6,982 | 93.6% | | Canada | 611 | 7.6% | 301 | 4.0% | | United Kingdom | 204 | 2.5% | 176 | 2.4% | | Total | $8,076 | 100.0% | $7,459 | 100.0% | New Accounting Standards The Company continues to assess new accounting standards updates, with Segment Reporting and Income Taxes not expected to materially impact financial position or results of operations - The Company continues to assess new accounting standards updates from FASB, with Segment Reporting (effective Dec 31, 2024) and Income Taxes (effective Dec 31, 2025) not expected to have a material impact on financial position or results of operations241 Quantitative and Qualitative Disclosure About Market Risk This section addresses the Company's exposure to market risk, which includes fluctuations in financial instrument values due to changes in interest rates, foreign currency exchange rates, equity prices, or commodity prices, noting no material changes since December 31, 2023 - Market risk is the risk of fluctuations in financial instrument values due to changes in interest rates, foreign currency exchange rates, equity prices, or commodity prices242 - As of June 30, 2024, there have been no material changes in the Company's economic exposure to market risk or its Enterprise Risk Management function from December 31, 2023242 Controls and Procedures The CEO and CFO concluded that the Company's disclosure controls and procedures were effective as of June 30, 2024, with no material changes to internal control over financial reporting during the quarter - The CEO and CFO concluded that the Company's disclosure controls and procedures were effective as of June 30, 2024243 - There was no change in the Company's internal control over financial reporting during the quarter ended June 30, 2024, that materially affected, or is reasonably likely to materially affect, internal control over financial reporting243 PART II – OTHER INFORMATION This section includes legal proceedings, risk factors, information on unregistered sales of equity securities, other information, and a list of exhibits filed with the Form 10-Q ITEM 1. Legal Proceedings The Company is subject to various legal and regulatory actions, with management believing current loss contingencies will not materially adversely affect financial condition, results of operations, or cash flows - Management does not believe that loss contingencies from pending legal, regulatory, and governmental matters will have a material adverse effect on the Company's financial condition, results of operations, or cash flows245 - A legal reserve is established when a loss is probable and the amount can be reasonably estimated245 ITEM 1A. Risk Factors There have been no material changes to the risk factors previously disclosed in the Company's 2023 Annual Report - No material changes from the risk factors previously disclosed in the Company's 2023 Annual Report246 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds The Company did not repurchase shares under its publicly announced share repurchase program during the quarter ended June 30, 2024, but did repurchase shares for net settlement of income tax withholding requirements for equity incentive awards | Period | Total Number of Shares Purchased | Average Price Paid per Share | |:---|:---|:---| | April 1, 2024 – April 30, 2024 | 3,243 | $191.34 | | May 1, 2024 – May 31, 2024 | 10,689 | $205.74 | | June 1, 2024 – June 30, 2024 | 1,559 | $204.34 | - The Company did not repurchase any shares of common stock under its publicly announced share repurchase program during April, May, and June 2024246 - Shares purchased were for net settlement of income tax withholding requirements for equity incentive awards246 ITEM 5. Other Information No directors or executive officers adopted or terminated any Rule 10b5-1 trading arrangements for Company securities during the six months ended June 30, 2024 - No directors or executive officers adopted or terminated any Rule 10b5-1(c) trading arrangements for Company securities during the six months ended June 30, 2024247 ITEM 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including corporate governance documents, employee benefit plans, credit agreements, certifications from executive officers, and XBRL interactive data files - Exhibits include Amended and Restated Articles of Incorporation, Amended and Restated Bylaws, Employee Stock Purchase Plan, Canadian Benchmark Replacement Conforming Changes Amendment to Credit Agreement, and various certifications from the CEO and CFO250251 - XBRL Instance Document and Taxonomy Extension documents are also included251252 Glossary of Selected Terms This glossary provides definitions for selected terms and acronyms used throughout the report, covering company-specific entities, financial instruments, accounting principles, reinsurance concepts, and regulatory bodies, aiding in the understanding of the Company's operations and financial disclosures - The glossary defines key terms such as 'RGA Reinsurance', 'Asset-Intensive Reinsurance', 'AOCI', 'GAAP', 'LDTI', 'PRT', and various financial instruments and regulatory bodies254255257258259261 Signatures This section contains the official signatures of the President and Chief Executive Officer, Tony Cheng, and the Senior Executive Vice President and Chief Financial Officer, Todd C. Larson, certifying the filing of the report on August 2, 2024 - The report was signed by Tony Cheng, President and Chief Executive Officer, and Todd C. Larson, Senior Executive Vice President and Chief Financial Officer, on August 2, 2024263