RGA(RGA) - 2023 Q4 - Annual Report

PART I Business RGA is a global leader in life and health reinsurance and financial solutions, operating across geographic segments and offering traditional and financial reinsurance products under extensive regulation - RGA is a leading global provider of traditional life and health reinsurance and financial solutions, with operations segmented by geography: U.S. and Latin America; Canada; EMEA; and Asia Pacific[23] - The company's business is divided into two main categories: Traditional Reinsurance, which covers risks like mortality and morbidity, and Financial Solutions, which includes asset-intensive reinsurance, longevity reinsurance, and capital solutions[24][28] - In 2023, excluding single premium pension risk transfer transactions, RGA's five largest clients accounted for approximately 19% of gross premiums and other revenues, with no single client representing 10% or more[94] - The company employs approximately 3,900 people globally and emphasizes a culture of collaboration, integrity, and trust, maintaining a three-year average annual voluntary attrition rate of about 7%[96][100] Overview RGA is a global leader in life and health reinsurance, indemnifying clients for insurance and investment risks through geographically segmented Traditional Reinsurance and Financial Solutions offerings - RGA's Traditional Reinsurance includes individual and group life, health, disability, long-term care, and critical illness reinsurance, written on both facultative and automatic bases[24] - Financial Solutions encompass asset-intensive reinsurance, longevity reinsurance for pension plans, stable value products for retirement plans, and capital solutions to help clients meet regulatory requirements[28][29][31][34] Corporate Structure As a holding company, RGA's cash flow depends on subsidiary dividends and capital raising, operating under extensive U.S. and international regulations that impact its financial strength ratings - RGA is a holding company that relies on dividends from its subsidiaries, which are subject to regulatory restrictions on the amount they can pay without prior approval[35][56] - The company is subject to a supervisory college led by the Missouri Department of Commerce and Insurance (MDCI) and has been designated as an Internationally Active Insurance Group (IAIG)[39] - RGA manages the impact of U.S. statutory reserve requirements like Regulation XXX and PBR by retroceding a majority of these reserves to affiliated and unaffiliated reinsurers, often requiring collateral[44][47] Insurer Financial Strength and Senior Debt Ratings | Rating Agency | RGA Reinsurance Company | RGA (Senior Debt) | | :--- | :--- | :--- | | A.M. Best | A+ (Superior) | a- | | Moody's | A1 (Good) | Baa1 | | S&P | AA- (Very Strong) | A | Segments RGA manages its business through four geographic segments—U.S. and Latin America, Canada, EMEA, and Asia Pacific—each offering tailored Traditional Reinsurance and Financial Solutions - The U.S. and Latin America operations market traditional life and health reinsurance as well as asset-intensive and capital solutions, primarily to U.S. life insurers, with its five largest clients generating 24% of the segment's gross premiums in 2023[115][128] - The Canada operations, primarily through RGA Canada, focus on individual life reinsurance, creditor insurance, and financial solutions including longevity risk, with its five largest clients generating 59% of the segment's gross premiums in 2023[130][131][136] - The EMEA operations serve clients in the UK, Continental Europe, the Middle East, and South Africa, offering traditional reinsurance and financial solutions like longevity swaps, with its five largest clients generating 44% of the segment's gross premiums in 2023[137][139][142] - The Asia Pacific operations serve clients throughout Asia and Australia, with principal products including life, health, critical illness, and superannuation reinsurance, and its five largest clients generated 45% of the segment's gross premiums in 2023[143][145][147] Risk Factors RGA faces significant business, investment, and operational risks, including inaccurate pricing assumptions, regulatory changes, market volatility, and cybersecurity threats, impacting its financial stability and operations - The company's financial results depend on assumptions related to mortality, morbidity, lapsation, and investment returns, where significant deviations, such as those caused by pandemics, can adversely affect profitability[153][158] - A downgrade in financial strength ratings could harm the company's ability to compete, retain business, and may trigger termination or collateral posting requirements in some reinsurance contracts[163][164] - The business is exposed to risks from weak global capital markets, economic downturns, and inflation, which can impact investment portfolio values, demand for insurance products, and policyholder behavior[190][192] - As a holding company, RGA's ability to pay dividends and service debt is limited by regulatory restrictions on cash distributions from its insurance subsidiaries[174] - Cybersecurity failures could impair business operations and lead to the misappropriation of sensitive data, resulting in reputational harm, litigation, and regulatory sanctions[205] Unresolved Staff Comments The company reports no unresolved staff comments from the Securities and Exchange Commission - The Company has no unresolved staff comments from the SEC[243] Cybersecurity RGA maintains a comprehensive cybersecurity program integrated into its ERM framework, overseen by the Board and managed by senior officers, utilizing third-party partners to address evolving threats - RGA's cybersecurity program is integrated into its ERM program and is based on recognized standards such as the NIST Cybersecurity Framework and ISO 27001[244][245] - Oversight is provided by the Board of Directors through its Risk and Cybersecurity Committees, with regular updates from the Chief Risk Officer (CRO) and the Global Chief Information Security and Privacy Officer (CISO)[248] - While the company has experienced cybersecurity incidents, none have materially affected its operations or financial condition to date[251] Properties RGA owns its corporate headquarters in Chesterfield, Missouri, and leases office space in 47 global locations, deeming its facilities suitable for operations - RGA owns its corporate headquarters in Chesterfield, Missouri, and leases office space in 47 other locations globally[252] Legal Proceedings The company is subject to routine litigation but currently has no material legal proceedings pending - The Company currently has no material litigation[253] Mine Safety Disclosures This item is not applicable to the company - Not applicable[254] PART II Market for Registrant's Common Equity, Related Stockholders Matters, and Issuer Purchases of Equity Securities RGA's common stock trades on the NYSE, with 66 million shares outstanding as of January 2024, and the board authorized a new $500 million share repurchase program - RGA's common stock is traded on the NYSE under the symbol "RGA", and as of January 31, 2024, there were 66 million shares outstanding[258] Issuer Purchases of Equity Securities (Q4 2023) | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | Oct 2023 | 33,369 | $148.89 | | Nov 2023 | 17,576 | $151.43 | | Dec 2023 | 303,740 | $165.01 | - On January 23, 2024, the board authorized a new share repurchase program for up to $500 million of common stock, replacing the 2022 program[260] 5-Year Cumulative Total Return Comparison | Index | 12/31/2018 | 12/31/2023 | Cumulative Return | | :--- | :--- | :--- | :--- | | RGA, Inc. | $100.00 | $129.25 | +29.25% | | S&P 500 | $100.00 | $207.21 | +107.21% | | S&P Life & Health Insurance | $100.00 | $176.00 | +76.00% | (RESERVED) This item is reserved Management's Discussion and Analysis of Financial Condition and Results of Operations RGA's 2023 net income increased to $909 million, driven by favorable claims, remeasurement gains, and higher investment income, with net premiums reaching $15.1 billion, while maintaining strong liquidity and adopting ASU 2018-12 Consolidated Results of Operations (in millions) | Metric | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Total Revenues | $18,567 | $16,227 | $16,667 | | Net Premiums | $15,085 | $13,078 | $12,513 | | Net Investment Income | $3,591 | $3,161 | $3,138 | | Income before income taxes | $1,160 | $718 | $1,385 | | Net Income | $909 | $521 | $1,170 | | Diluted EPS | $13.44 | $7.64 | $17.13 | - The increase in net income in 2023 was primarily due to a future policy benefits remeasurement gain of $3 million compared to a loss of $242 million in 2022, higher net investment income, and favorable claims experience, particularly a reduction in COVID-19 related claims[319] - Consolidated assumed life reinsurance in force increased to $3.7 trillion as of December 31, 2023, from $3.4 trillion at year-end 2022, driven by new business and foreign exchange rate changes[320][279] - The company adopted ASU 2018-12 (LDTI) in the first quarter of 2023, which materially changed the accounting for long-duration insurance contracts, including the measurement of the liability for future policy benefits and amortization of deferred policy acquisition costs[577] Consolidated Results of Operations RGA's 2023 net income increased to $909 million, driven by favorable remeasurement gains, higher investment income, and a $2.0 billion rise in net premiums from PRT transactions, contrasting with a 2022 decline due to investment losses - The increase in income in 2023 compared to 2022 was primarily driven by a $353 million favorable change in future policy benefits remeasurement (gains) losses, a $430 million increase in net investment income, and a $58 million reduction in net investment related losses[318][319] - Net premiums increased by $2.0 billion in 2023, largely due to single premium pension risk transfer (PRT) transactions, which were offset by a corresponding increase in reserves[320] - The decrease in income in 2022 compared to 2021 was primarily due to a $1.1 billion negative swing in investment related gains (losses), driven by derivative fair value changes and net realized losses from portfolio repositioning[318][324] Results of Operations by Segment In 2023, most segments saw increased pre-tax income, with U.S. and Latin America, EMEA, and Asia Pacific benefiting from favorable claims, assumption updates, and investment income, while Corporate and Other reported a larger loss Income (Loss) Before Income Taxes by Segment (in millions) | Segment | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | U.S. and Latin America | $488 | $340 | $724 | | Canada | $143 | $135 | $110 | | Europe, Middle East and Africa | $280 | $228 | $110 | | Asia Pacific | $485 | $240 | $19 | | Corporate and Other | $(236) | $(225) | $422 | Liquidity and Capital Resources RGA maintains strong liquidity with $81.9 billion in assets and $4.5 billion in debt, relying on premiums and investments, and manages risks through its comprehensive ERM framework - The company's primary sources of liquidity are reinsurance premiums and cash flows from its investment portfolio, which management believes are sufficient to meet liquidity needs for the next twelve months[392] - As of December 31, 2023, the company had $4.5 billion in outstanding debt and was in compliance with all financial covenants, with access to an $850 million syndicated credit facility that was undrawn[410][418] Contractual Obligations Summary (in millions) | Obligation Type | Total | Less than 1 Year | 1 – 5 Years | After 5 Years | | :--- | :--- | :--- | :--- | :--- | | Future policy benefits | $29,764 | $(264) | $(496) | $30,524 | | Interest-sensitive contract liabilities | $41,369 | $2,977 | $9,791 | $28,601 | | Long-term debt, including interest | $8,328 | $412 | $1,153 | $6,763 | | Total | $85,248 | $8,836 | $10,498 | $65,914 | - The company's Enterprise Risk Management (ERM) function is responsible for analyzing and reporting risks on an aggregated basis, with oversight from the Board's Risk Committee[488][489] Quantitative and Qualitative Disclosures about Market Risk Information on quantitative and qualitative market risk disclosures is provided in Item 7 under the 'Market and Credit Risk' section - Information regarding market risk is contained in Item 7 under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations – Market and Credit Risk"[557] Financial Statements and Supplementary Data This section presents RGA's audited consolidated financial statements for 2023, including balance sheets and income statements, with notes detailing accounting policies, ASU 2018-12 impact, and an unqualified auditor's opinion Consolidated Balance Sheet Highlights (in millions) | Account | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Total Investments | $78,900 | $70,480 | | Total Assets | $97,623 | $84,904 | | Future policy benefits | $41,231 | $35,689 | | Total Liabilities | $88,452 | $77,733 | | Total Equity | $9,171 | $7,171 | - The company adopted ASU 2018-12, which materially changed the accounting for long-duration insurance contracts, effective January 1, 2023, resulting in a cumulative after-tax decrease to retained earnings of $1,245 million and a decrease to AOCI of $6,268 million as of the transition date[671][673] - The independent auditor, Deloitte & Touche LLP, issued an unqualified opinion on the consolidated financial statements and on the effectiveness of the company's internal control over financial reporting as of December 31, 2023[961][962] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There were no changes in or disagreements with accountants on accounting and financial disclosure - None reported[979] Controls and Procedures Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2023, with no material changes, and the independent auditor issued an unqualified opinion - The CEO and CFO concluded that the Company's disclosure controls and procedures were effective as of December 31, 2023[980] - Management's assessment concluded that the Company maintained effective internal control over financial reporting as of December 31, 2023, based on the COSO framework[983] Other Information No directors or executive officers adopted or terminated Rule 10b5-1(c) trading plans during the fourth quarter of 2023 - No directors or executive officers adopted or terminated any Rule 10b5-1(c) trading plans during the fourth quarter of 2023[993] Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable to the company - Not applicable[993] PART III Directors, Executive Officers, and Corporate Governance This section details executive officers and incorporates director information from the Proxy Statement, highlighting the company's adopted codes of conduct and the Audit Committee's independent financial experts - Information regarding the Company's Directors is incorporated by reference from the Proxy Statement[994] - Tony Cheng became President and Chief Executive Officer on January 1, 2024[998] - The company has adopted a Code of Conduct, a Directors' Code of Business Conduct and Ethics, and a Financial Management Code of Professional Conduct, all available on its website[1008] Executive Compensation Information on executive compensation is incorporated by reference from the company's Proxy Statement, including Compensation Discussion and Analysis and Compensation Tables - Information on executive compensation is incorporated by reference from the Proxy Statement[1013] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Security ownership information is incorporated from the Proxy Statement, detailing 2,679,874 securities for issuance under equity compensation plans and 1,347,133 remaining available - Information on security ownership is incorporated by reference from the Proxy Statement[1014] Equity Compensation Plan Information | Plan Category | Number of securities to be issued upon exercise (a) | Weighted-average exercise price (b) | Number of securities remaining available for future issuance (c) | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 2,679,874 | $118.70 | 1,347,133 | Certain Relationships and Related Transactions, and Director Independence Information on certain relationships, related transactions, and director independence is incorporated by reference from the Proxy Statement - Information on this topic is incorporated by reference from the Proxy Statement[1015] Principal Accountant Fees and Services Information on principal accountant fees and services is incorporated by reference from the Proxy Statement - Information on accountant fees and services is incorporated by reference from the Proxy Statement[1016] PART IV Exhibits, Financial Statement Schedules This section lists financial statements, schedules, and exhibits filed with the Form 10-K, including investment summaries and supplementary insurance information, with a detailed index provided - This section provides an index to the financial statements (located in Item 8), financial statement schedules, and all exhibits filed with the 10-K[1017][1018][1019] Form 10-K Summary No Form 10-K summary was provided - None[1020]