Reinsurance Group of America Inc: Form 10-Q for the period ended Jun 30, 2025

Cautionary Note Regarding Forward-Looking Statements

This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and federal securities laws including, among others, statements relating to projections of the future operations, strategies, earnings, revenues, income or loss, ratios, financial performance, and growth potential of the Company and future developments associated with the previously announced transaction relating to the master transaction agreement that a Company subsidiary entered into with subsidiaries of Equitable Holdings, Inc., pursuant to which on July 31, 2025, such Company subsidiary entered into coinsurance and modified coinsurance agreements with those counterparties (the “Reinsurance Transaction”). Forward-looking statements often contain words and phrases such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “if,” “intend,” “likely,” “may,” “plan,” “potential,” “pro forma,” “project,” “should,” “will,” “would,” and other words and terms of similar meaning or that are otherwise tied to future periods or future performance, in each case in all derivative forms. Forward-looking statements are based on management’s current expectations and beliefs concerning future developments and their potential effects on the Company. Forward-looking statements are not a guarantee of future performance and are subject to risks and uncertainties, some of which cannot be predicted or quantified. Future events and actual results, performance, and achievements could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements.

Factors that could also cause results or events to differ, possibly materially, from those expressed or implied by forward-looking statements, include, among others: (1) adverse changes in mortality, morbidity, lapsation, or claims experience, (2) inadequate risk analysis and underwriting, (3) adverse capital, and credit market conditions and their impact on the Company’s liquidity, access to capital and cost of capital, (4) changes in the Company’s financial strength and credit ratings and the effect of such changes on the Company’s future results of operations and financial condition, (5) the availability and cost of collateral necessary for regulatory reserves and capital, (6) requirements to post collateral or make payments due to declines in the market value of assets subject to the Company’s collateral arrangements, (7) action by regulators that have authority over the Company’s reinsurance operations in the jurisdictions in which it operates, (8) the effect of the Company parent’s status as an insurance holding company and regulatory restrictions on its ability to pay principal of and interest on its debt obligations, (9) general economic conditions or a prolonged economic downturn affecting the demand for insurance and reinsurance in the Company’s current and planned markets, (10) the impairment of other financial institutions and its effect on the Company’s business, (11) fluctuations in U.S. or foreign currency exchange rates, interest rates, or securities and real estate markets, (12) market or economic conditions that adversely affect the value of the Company’s investment securities or result in the impairment of all or a portion of the value of certain of the Company’s investment securities that in turn could affect regulatory capital, (13) market or economic conditions that adversely affect the Company’s ability to make timely sales of investment securities, (14) risks inherent in the Company’s risk management and investment strategy, including changes in investment portfolio yields due to interest rate or credit quality changes, (15) the fact that the determination of allowances and impairments taken on the Company’s investments is highly subjective, (16) the stability of and actions by governments and economies in the markets in which the Company operates, including ongoing uncertainties regarding the amount of U.S. sovereign debt and the credit ratings thereof, (17) the Company’s dependence on third parties, including those insurance companies and reinsurers to which the Company cedes some reinsurance, third-party investment managers, and others, (18) financial performance of the Company’s clients, (19) the threat of natural disasters, catastrophes, terrorist attacks, pandemics, epidemics or other major public health issues anywhere in the world where the Company or its clients do business, (20) competitive factors and competitors’ responses to the Company’s initiatives, (21) development and introduction of new products and distribution opportunities, (22) execution of the Company’s entry into new markets, (23) integration of acquired blocks of business and entities, (24) interruption or failure of the Company’s telecommunication, information technology, or other operational systems, or the Company’s failure to maintain adequate security to protect the confidentiality or privacy of personal or sensitive data and intellectual property stored on such systems, (25) adverse developments with respect to litigation, arbitration, or regulatory investigations or actions, (26) the adequacy of reserves, resources and accurate information relating to settlements, awards, and terminated and discontinued lines of business, (27) changes in laws, regulations, and accounting standards applicable to the Company or its business, (28) the Company’s ability to achieve the expected benefits of the Reinsurance Transaction, and (29) other risks and uncertainties described in this document and in the Company’s filings with the Securities and Exchange Commission (“SEC”).

Forward-looking statements should be evaluated together with the many risks and uncertainties that affect the Company’s business, including those mentioned in this document and described in the periodic reports the Company files with the SEC. These forward-looking statements speak only as of the date on which they are made. The Company does not undertake any obligation to update these forward-looking statements, even though the Company’s situation may change in the future, except as required under applicable securities law. For a discussion of the risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements, you are advised to see Item 1A – “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as may be supplemented by Item 1A – “Risk

Factors” in the Company’s subsequent Quarterly Reports on Form 10-Q and in other periodic and current reports filed with the SEC.

Overview

The Company is among the leading global providers of life reinsurance and financial solutions, with $4.1 trillion of life reinsurance in force and assets of $133.5 billion as of June 30, 2025. Traditional reinsurance includes individual and group life and health, disability, and critical illness reinsurance. Financial Solutions includes longevity reinsurance, asset-intensive reinsurance, capital solutions, including financial reinsurance and stable value products. The Company derives revenues primarily from renewal premiums from existing reinsurance treaties, new business premiums from existing or new reinsurance treaties, fee income from Financial Solutions business and income earned on invested assets.

The Company’s Traditional business involves reinsuring life insurance policies that are often in force for the remaining lifetime of the underlying individuals insured, with premiums earned typically over a period of 10 to 30 years. To a lesser extent, the Company also reinsures health business, typically for one to three years. Each year, however, a portion of the business under existing treaties terminates due to, among other things, lapses or voluntary surrenders of underlying policies, deaths of insureds, and the exercise of recapture options by ceding companies. The Company’s Financial Solutions business includes significant asset-intensive and longevity risk transactions, which allow its clients to take advantage of growth opportunities and manage their capital, longevity and investment risk. The Company also works with partners to provide pension solutions that enable plan sponsors to diversify and protect the benefits provided to the annuitants.

For its traditional business, the Company’s profitability largely depends on the volume and amount of death- and health-related claims incurred and the ability to adequately price the risks it assumes. While death claims are reasonably predictable over a period of many years, claims become less predictable over shorter periods and are subject to significant fluctuation from quarter to quarter and year to year. For longevity business, the Company’s profitability depends on the lifespan of the underlying contract holders and the investment performance for certain contracts. Additionally, the Company generates profits on investment spreads associated with the reinsurance of investment type contracts and generates fees from financial reinsurance transactions, which are typically shorter duration than its traditional life reinsurance business. The Company believes that its sources of liquidity are sufficient to cover potential claims payments on both a short-term and long-term basis.

As is customary in the reinsurance business, clients continually update, refine and revise reinsurance information provided to the Company. Such revised information is used by the Company in preparation of its condensed consolidated financial statements and the financial effects resulting from the incorporation of revised data are reflected in the current period.

Segment Presentation

The Company has geographic-based and business-based operational segments. Geographic-based operations are further segmented into Traditional and Financial Solutions businesses. The Company allocates capital to its segments based on an internally developed economic capital model, the purpose of which is to measure the risk in the business and to provide a consistent basis upon which capital is deployed. The economic capital model considers the unique and specific nature of the risks inherent in RGA’s businesses.

As a result of the economic capital allocation process, a portion of investment income is credited to the segments based on the level of allocated capital. In addition, the segments are charged for excess capital utilized above the allocated economic capital basis. This charge is included in policy acquisition costs and other insurance expenses. Segment investment performance varies with the composition of investments and the relative allocation of capital to the operating segments.

Segment revenue levels can be significantly influenced by currency fluctuations, large transactions, mix of business and reporting practices of ceding companies, and therefore may fluctuate from period to period. Although reasonably predictable over a period of years, segment claims experience can be volatile over shorter periods. See “Results of Operations by Segment” below for further information about the Company’s segments.

Consolidated Results of Operations

A discussion of the Company’s financial condition and results of operations for the three and six months ended June 30, 2025 and 2024 is presented below.

Consolidated net income

The following table summarizes net income for the periods presented (dollars in millions, except per share data).

Consolidated results

Three months ended June 30, 2025 compared to three months ended June 30, 2024

The increase in pre-tax income for the three months ended June 30, 2025, was primarily the result of:

• A decrease in investment related losses resulting from lower unfavorable impacts from portfolio repositioning, in addition to gains on freestanding derivatives, compared to the prior year.
• An increase in variable investment income from limited partnerships and real estate joint ventures and an increase in investment income attributable to an increase in invested assets and higher new money rate.
• The increase in variable investment income and decrease in investment related losses were partially offset by unfavorable claims in the U.S. traditional segment and favorable impacts of in force management actions recognized in the prior year.

Six months ended June 30, 2025 compared to six months ended June 30, 2024

The increase in pre-tax income for the six months ended June 30, 2025, was primarily due to the following:

• During 2024, the Company recognized a non-economic loss at the inception of a single premium pension risk transfer (“PRT”) transaction. The non-economic loss at inception is the difference between the single premium received and the valuation of the initial reserve based on interest rates prescribed by U.S. GAAP.
• A decrease in investment related losses resulting from lower unfavorable impacts from portfolio repositioning and freestanding derivatives.

Fluctuations in foreign currency to U.S. Dollar exchange rates

Foreign currency fluctuations can result in variances in the financial statement line items. Foreign currency exchange fluctuations increased income before income taxes by $10 million and $2 million for the three and six months ended June 30, 2025, respectively, primarily due to the strengthening of the British Pound and Japanese Yen compared to the U.S. dollar.

Investment related gains and losses

The decrease in investment related losses, net is attributable to the following:

• During the three and six months ended June 30, 2025, the Company repositioned its investment portfolio to generate higher yields which led to net capital losses of $35 million and $86 million, respectively, compared to net capital losses of $162 million and $264 million for the three and six months ended June 30, 2024, respectively.
• For the three and six months ended June 30, 2025, changes in the fair value of freestanding derivatives decreased investment related losses, net by $50 million and $48 million, respectively, compared to an increase in investment related losses, net of $119 million and $218 million for the three and six months ended June 30, 2024, respectively.
• The Company incurred $68 million and $76 million of changes in allowance for credit losses and impairments during the three and six months ended June 30, 2025, respectively, compared to $18 million and $57 million during the three and six months ended June 30, 2024, respectively.

Market risk benefits

Market risk benefits represent the impact related to market risk benefits, which consist of guaranteed minimum benefits associated with the Company’s reinsurance of variable and indexed annuities. The change in fair value of the freestanding derivatives purchased by the Company to hedge the liability is reflected in investment related gains (losses), net. The change in fair value of market risk benefits for guaranteed minimum benefits, after allowing for changes in the associated freestanding derivatives, increased (decreased) income before income taxes by $1 million and $(2) million for the three and six months ended June 30, 2025, respectively. The change in fair value of market risk benefits for guaranteed minimum benefits, after allowing for changes in the associated freestanding derivatives, did not have any impact on the three months ended June 30, 2024, and resulted in a decrease to income before income taxes of $9 million for the six months ended June 30, 2024.

Non-economic changes in insurance liabilities

Non-economic changes in insurance liabilities include the initial loss on PRT transactions, net of amortization and changes in the fair value of embedded derivatives associated with the Company’s reinsurance of indexed products. The initial loss at inception of a PRT transaction is the difference between the single premium received and the valuation of the initial reserve based on interest rates prescribed by U.S. GAAP. The Company incurred non-economic losses of $23 million and $29 million for the three and six months ended June 30, 2025, respectively, compared to gains (losses) of $9 million and $(127) million for the three and six months ended June 30, 2024, respectively.

Income taxes

The effective tax rate was 0.5% and 0.3% for the three and six months ended June 30, 2025, respectively, compared to 24.3% and 23.1% for the three and six months ended June 30, 2024. See Note 13 – “Income Tax” in the Notes to Condensed Consolidated Financial Statements for additional information on the Company’s consolidated effective tax rate.

Consolidated adjusted operating income before income taxes

Non-GAAP Measure – Adjusted operating income before income taxes is not determined in accordance with U.S. GAAP. The Company principally uses adjusted operating income before income taxes in evaluating performance because the Company believes that such measure, when reviewed in conjunction with relevant U.S. GAAP measure (i.e., income before income taxes), presents a clearer picture of its operating performance and assists the Company in the allocation of its resources. The Company believes that this non-GAAP financial measure provides investors and other third parties with a better understanding of the Company’s results of operations, financial statements and the underlying profitability drivers and trends of the Company’s businesses by excluding specified items which may not be indicative of the Company’s ongoing operating performance and may fluctuate significantly from period to period. This measure should be considered supplementary to the Company’s financial results that are presented in accordance with U.S. GAAP and should not be viewed as a substitute for U.S. GAAP measures. Other companies may use similarly titled non-GAAP financial measures that are calculated differently from the way the Company calculates such measures. Consequently, the Company’s non-GAAP financial measures may not be comparable to similar measures used by other companies.

Adjusted operating income (loss) before income taxes is calculated as income (loss) before income taxes excluding, as applicable:

• Substantially all of the effect of net investment related gains and losses;
• Changes in the fair value of embedded derivatives;
• Changes in the fair value of contracts that provide market risk benefits;
• Non-economic losses at contract inception for direct pension risk transfer single premium business (which are amortized into adjusted operating income within adjusted claims and other policy benefits over the estimated lives of the contracts);
• Any net gain or loss from discontinued operations;
• The cumulative effect of any accounting changes;
• The impact of certain tax related items; and
• Any other items the Company believes are not indicative of the Company’s ongoing operations.

See “Segment Accounting Policies” within Note 16 – “Segment Information” in the Notes to Condensed Consolidated Financial Statements for additional information regarding the presentation of segment results and the Company’s definition of adjusted operating income.

Reconciliation of income before income taxes to adjusted operating income (loss) before income taxes

The reconciliation of income before income taxes to adjusted operating income before income taxes is shown below for the periods presented (dollars in millions):

Three months ended June 30, 2025 compared to three months ended June 30, 2024

The decrease in adjusted operating income before income taxes in 2025 was primarily the result of the following:

• Unfavorable claims experience in the U.S Traditional segment in the current year and favorable impacts of in force management actions recognized in the prior year.
• An increase in operating and financing costs to support new business growth.

The decrease in adjusted operating income before income taxes was partially offset by the following:

• An increase in investment income attributable to an increase in invested assets and higher new money rates.
• An increase in variable investment income.

Six months ended June 30, 2025 compared to the six months ended June 30, 2024

The decrease in adjusted operating income before income taxes in 2025 was primarily the result of the following:

• Unfavorable claims experience in the U.S Traditional segment in the current year and favorable impacts of in force management actions recognized in the prior year.
• A decrease in other income due to a reduction in surrender charges related to a decline in lapses on a single premium block of business.
• An increase in operating and financing costs to support new business growth.

The decrease in adjusted operating income before income taxes was partially offset by the following:

• An increase in investment income attributable to an increase in invested assets and higher new money rates.
• An increase in variable investment income.

Fluctuations in foreign currency to U.S. Dollar exchange rates

Foreign currency fluctuations can result in variances in the financial statement line items. Foreign currency exchange fluctuations increased adjusted operating income before income taxes by $9 million and $1 million for the three and six months ended June 30, 2025, respectively, primarily due to the strengthening of the British Pound and Japanese Yen compared to the U.S. dollar.

Premiums and business growth

The increase in premiums for the three months ended June 30, 2025, was due to organic growth on existing treaties and new business production. The decrease in premiums for the six months ended June 30, 2025, was primarily due to single premium pension risk transfer (“PRT”) transactions completed during 2024. The PRT single premiums received were offset by increases in reserves. Organic growth and new business production, measured by the face amount of life reinsurance in force, were $242.6 billion and $198.7 billion during the six months ended June 30, 2025 and 2024, respectively. Consolidated assumed life reinsurance in force increased to $4,091.3 billion as of June 30, 2025, from $3,767.7 billion as of June 30, 2024, primarily due to new business production.

Net investment income

The increase in net investment income was primarily attributable to an increase in the average invested asset base, higher risk-free rates earned on new investments and an increase in variable investment income associated with joint venture and limited partnership investments. The following summarizes the primary drivers contributing to the increase in net investment income for the three and six months ended June 30, 2025 and 2024:

• The average invested assets at amortized cost, excluding spread related business, totaled $45.7 billion and $38.1 billion in 2025 and 2024, respectively.
• The average yield earned on investments, excluding spread related business, was 5.31% and 4.65% for the three months ended June 30, 2025 and 2024, respectively and 4.98% and 4.67% for the six months ended June 30, 2025 and 2024, respectively. The increase in investment yield for the three and six months ended June 30, 2025, in comparison with the same period in the prior year, was primarily due to higher risk-free rates earned on new investments and an increase in variable investment income associated with joint venture and limited partnership investments.

The average yield will vary from year to year depending on several variables, including the prevailing risk-free interest rate and credit spread environment, prepayment fees and make-whole premiums, changes in the mix of the underlying investments and cash and cash equivalents balances. Variable investment income from joint ventures and limited partnerships will also vary from year to year and is highly dependent on the timing of dividends and distributions on certain investments. Investment income is allocated to the operating segments based upon average assets and related capital levels deemed appropriate to support segment operations.

See “Results of Operations by Segment” for additional discussion of current and prior period results of operations.

Results of Operations by Segment

U.S. and Latin America Operations

The U.S. and Latin America operations consist of two major segments: Traditional and Financial Solutions. The Traditional segment primarily specializes in the reinsurance of individual mortality-risk, health and long-term care, universal life products and, to a lesser extent, group reinsurance. The Financial Solutions segment consists of Asset-Intensive and Capital Solutions. Asset-Intensive within the Financial Solutions segment includes coinsurance of annuities, corporate-owned life insurance policies, pension risk transfer (“PRT”) group annuity contracts and, to a lesser extent, fee-based synthetic guaranteed investment contracts, which include investment-only, stable value contracts. Capital Solutions within the Financial Solutions segment primarily involves assisting ceding companies in meeting applicable regulatory requirements by enhancing the ceding companies’ financial strength and regulatory surplus position through relatively low risk reinsurance and other transactions. Typically, these transactions do not qualify as reinsurance under GAAP, due to the low-risk nature of the transactions, therefore only the related net fees are reflected in other revenues on the condensed consolidated statements of income.

The following table sets forth the U.S. and Latin America operating results for the periods indicated (dollars in millions). See additional information in the Traditional and Financial Solutions sections.

The decreases in adjusted operating income before income taxes for the three and six months ended June 30, 2025, were primarily due to unfavorable claims experience in the Traditional segment in the current period compared to favorable impacts of in force management actions in the prior year, partially offset by improved variable investment income performance.

Traditional Reinsurance

(1) Includes Adjusted claims and other policy benefits and Future policy benefits remeasurement (gains) losses.

Three months ended June 30, 2025 compared to three months ended June 30, 2024

Adjusted operating income before income taxes for the U.S. and Latin America Traditional segment for the three months ended June 30, 2025, decreased compared to the three months ended June 30, 2024, due to unfavorable claims experience in the current period, compared to favorable impacts of in force management actions in the prior year.

Segment revenues

• The increase in net premiums and net investment income was primarily due to new business growth from recently executed in force transactions.

Adjusted benefits and expenses

• The increase in adjusted claims and other policy benefits was primarily due to new business growth from recently executed in force transactions and unfavorable claims experience in individual life and group health reinsurance.
• The future policy benefits remeasurement loss is due to unfavorable individual life claims experience in the current period compared to favorable impacts of in force management actions in the prior year.
• The increase in policy acquisition costs and other insurance expenses as a percentage of net premiums was primarily due to varying allowance levels within coinsurance type arrangements and the mix of new business between coinsurance versus yearly renewable term.

Six months ended June 30, 2025 compared to six months ended June 30, 2024

Segment revenues

• The increase in net premiums and net investment income was primarily due to new business growth from recently executed in force transactions.
• The segment added new life business, measured by face amount of life reinsurance in force, of $82.3 billion and $76.9 billion during the six months ended June 30, 2025 and 2024, respectively.

Adjusted benefits and expenses

• The increase in adjusted claims and other policy benefits was primarily due to new business growth from recently executed in force transactions.
• The increase in policy acquisition costs and other insurance expenses as a percentage of net premiums was primarily due to varying allowance levels within coinsurance type arrangements and the mix of new business between coinsurance versus yearly renewable term.

Financial Solutions

The following table sets forth the U.S. and Latin America Financial Solutions segment operating results for the periods indicated (dollars in millions):

Three months ended June 30, 2025 compared to three months ended June 30, 2024

The increase in adjusted operating income before income taxes for the U.S. and Latin America Financial Solutions segment was primarily due to an increase in variable investment income and higher investment yields.

Segment revenues

• The decrease in net premiums was primarily due to the single premium pension risk transfer (“PRT”) transactions executed in the prior year.
• The book value of the invested asset base supporting asset-intensive transactions increased to $25.5 billion as of June 30, 2025, from $22.1 billion as of June 30, 2024, resulting in an increase in investment income. As of June 30, 2025 and June 30, 2024, $3.1 billion and $3.5 billion, respectively, of the invested assets were funds withheld at interest, of which more than 90% was associated with two clients.
• The increase in the asset base was primarily due to $4.9 billion from new transactions and growth from treaties open to new business, offset by $1.5 billion in run-off of existing in force transactions.

Adjusted benefits and expenses

• The decrease in adjusted claims and other policy benefits was primarily due to the PRT transactions executed in the prior year.

Six months ended June 30, 2025 compared to six months ended June 30, 2024

Segment revenues

• The decrease in net premiums was primarily due to the single premium pension risk transfer (“PRT”) transactions executed in the prior year.

Adjusted benefits and expenses

• The decrease in adjusted claims and other policy benefits was primarily due to the single premium PRT transactions executed in the prior year.

Canada Operations

The Canada operations are primarily engaged in traditional reinsurance, which consists mainly of traditional individual life reinsurance, and to a lesser extent, creditor, group life and health, critical illness and disability reinsurance. Creditor insurance covers the outstanding balance on personal, mortgage or commercial loans in the event of death, disability or critical illness and is generally shorter in duration than traditional individual life insurance. The Canada Financial Solutions segment consists of longevity, asset intensive and capital solutions.

The following table sets forth the Canada operating results for the periods indicated (dollars in millions). See additional information in the Traditional and Financial Solutions sections.

The increase in adjusted operating income before income taxes for the three months ended June 30, 2025, was primarily due to organic growth and favorable experience in longevity business, partially offset by unfavorable experience in group business. The decrease in adjusted operating income before income taxes for the six months ended June 30, 2025, was primarily due to unfavorable experience in group business as compared to favorable experience in 2024, partially offset by favorable experience in longevity business and organic growth.

Foreign currency fluctuations can result in variances in the financial statement line items. Foreign currency fluctuations resulted in a decrease in adjusted operating income before income taxes of $4 million for the six months ended June 30, 2025. Unless otherwise stated, all amounts discussed below are net of foreign currency fluctuations.

Traditional Reinsurance

(1) Includes Adjusted claims and other policy benefits and Future policy benefits remeasurement (gains) losses.

The increase in adjusted operating income before income taxes for the three months ended June 30, 2025, was primarily due to organic growth, partially offset by unfavorable experience in group business. The decrease in adjusted operating income before income taxes for the six months ended June 30, 2025, was primarily due to unfavorable experience in group and life business as compared to favorable experience in 2024, partially offset by organic growth.

Three months ended June 30, 2025 compared to three months ended June 30, 2024

Segment revenues

• The increase in net premiums was primarily due to organic growth in all lines of business, partially offset by unfavorable foreign currency fluctuations.

Adjusted benefits and expenses

• The increase in the loss ratio for the three months ended June 30, 2025, was primarily due to unfavorable experience in group business in 2025.

Six months ended June 30, 2025 compared to six months ended June 30, 2024

Segment revenues

• The increase in net premiums was primarily organic growth in all lines of business, partially offset by unfavorable foreign currency fluctuations.
• The segment added new life business production, measured by face amount of life reinsurance in force, of $26.3 billion and $23.8 billion during the six months ended June 30, 2025 and 2024, respectively.

Adjusted benefits and expenses

• The increase in the loss ratio for the six months ended June 30, 2025, was primarily due to unfavorable experience in group business in 2025 as compared to favorable experience in 2024 and future policy benefits remeasurement losses in 2025 as compared to future policy benefits remeasurement gains in 2024.

Financial Solutions

The increases in adjusted operating income before income taxes for the three and six months ended June 30, 2025, were primarily due to more favorable experience in longevity business and an increase in investment income.

Europe, Middle East and Africa Operations

The Europe, Middle East and Africa (“EMEA”) operations consist of two major segments: Traditional and Financial Solutions. The Traditional segment primarily provides reinsurance through yearly renewable term and coinsurance agreements on a variety of life, health and critical illness products. Reinsurance agreements may be facultative or automatic agreements covering primarily individual risks and, in some markets, group risks. The Financial Solutions segment consists of reinsurance and other transactions associated with longevity closed blocks, payout annuities, capital management solutions and financial reinsurance.

The following table sets forth the EMEA operating results for the periods indicated (dollars in millions). See additional information in the Traditional and Financial Solutions sections.

The increases in adjusted operating income before income taxes for the three and six months ended June 30, 2025, were primarily due to increased net premiums and net investment income, partially offset by increased adjusted claims and other policy benefits and increased policy acquisition costs and other insurance expenses.

Foreign currency fluctuations can result in variances in the financial statement line items. Foreign currency fluctuations resulted in increases of $6 million and $7 million in adjusted operating income before income taxes for the three and six months ended June 30, 2025, respectively. Unless otherwise stated, all amounts discussed below are net of foreign currency fluctuations.

Traditional Reinsurance

(1) Includes Adjusted claims and other policy benefits and Future policy benefits remeasurement (gains) losses.

The increases in adjusted operating income before income taxes for the three and six months ended June 30, 2025, were primarily due to increased net premiums and net investment income, partially offset by increased adjusted claims and other policy benefits. The increases in adjusted operating income before income taxes for the six months ended June 30, 2025, were primarily due to increased net premiums and net investment income, decreased future policy benefits remeasurement losses, decreased policy acquisition costs and other insurance expenses, partially offset by increased adjusted claims and other policy benefits.

Segment revenues

• The increases in net premiums for the three and six months ended June 30, 2025, were primarily due to increased business volume on new and existing treaties.
• The segment added new life business production, measured by face amount of life reinsurance in force, of $97.5 billion and $58.0 billion during the six months ended June 30, 2025 and 2024, respectively.

Adjusted benefits and expenses

• The decrease in the loss ratios for the three months ended June 30, 2025, was primarily due to improved mortality and morbidity claims experience. The increase for the six months ended June 30, 2025, was primarily due to adverse mortality and morbidity claims experience.

Financial Solutions

The increases in adjusted operating income before income taxes for the three and six months ended June 30, 2025, were primarily due to increases in net investment income, growth in closed block longevity business and increases in future policy benefits remeasurement gains.

Segment revenues

• The increases in net premiums for the three and six months ended June 30, 2025, were primarily due to increased volumes on new and existing treaties.
• The increases in net investment income for the three and six months ended June 30, 2025, were primarily related to an increase in invested assets supporting the segment and an increase in new money rates.

Adjusted benefits and expenses

• The increases in adjusted claims and other policy benefits for the three and six months ended June 30, 2025, were the result of increased volumes of closed block longevity and asset-intensive transactions.

Asia Pacific Operations

The Asia Pacific operations include business generated by the Company’s offices throughout Asia and Australia. The Traditional segment’s principal types of reinsurance include individual and group life and health, critical illness, disability and superannuation. Reinsurance agreements may be facultative or automatic agreements covering primarily individual risks and, in some markets, group risks. Superannuation is the Australian government mandated compulsory retirement savings program. Superannuation funds accumulate retirement funds for employees, and, in addition, typically offer life and disability insurance coverage. The Financial Solutions segment includes financial reinsurance, asset-intensive and certain disability and life blocks.

The following table sets forth the Asia Pacific operating results for the periods indicated (dollars in millions). See additional information in the Traditional and Financial Solutions sections.

The increases in adjusted operating income before income taxes for the three and six months ended June 30, 2025, were primarily due to increases in net premiums partially offset by decreases in future policy benefits remeasurement gains.

Foreign currency fluctuations can result in variances in the financial statement line items. Foreign currency fluctuations resulted in increases of $4 million and $1 million in adjusted operating income before income taxes for the three and six months ended June 30, 2025, respectively. Unless otherwise stated, all amounts discussed below are net of foreign currency fluctuations.

Traditional Reinsurance

(1) Includes Adjusted claims and other policy benefits and Future policy benefits remeasurement (gains) losses.

The increases in adjusted operating income before income taxes for the three and six months ended June 30, 2025, were primarily the result of continuous growth in traditional reinsurance business.

Three months ended June 30, 2025 compared to three months ended June 30, 2024

Segment revenues

• The increase in segment revenues reflected continuous growth in traditional reinsurance business through net premiums and net investment income.

Adjusted benefits and expenses

• The increase in the loss ratio for the three months ended June 30, 2025, was primarily due to the lower future policy benefits remeasurement gains in the quarter due to more favorable claims experience in the prior year.

Six months ended June 30, 2025 compared to six months ended June 30, 2024

Segment revenues

• The increase in net premiums was primarily due to continued traditional reinsurance business growth.
• The segment added new life business production, measured by face amount of life reinsurance in force, of $28.8 billion and $30.7 billion during the six months ended June 30, 2025 and 2024, respectively.

Adjusted benefits and expenses

• The increase in the loss ratio for the six months ended June 30, 2025, was primarily due to an increase in adjusted claims and other policy benefits and lower future policy benefits remeasurement gains.

Financial Solutions

The increases in adjusted operating income before income taxes for the three and six months ended June 30, 2025, were driven by new business growth and higher investment returns partially offset by favorable impacts from surrender charges and market value adjustments related to lapses on a single premium annuity block of business in the prior year.

The invested asset base supporting asset-intensive transactions increased to $26.9 billion as of June 30, 2025, from $19.4 billion as of June 30, 2024. The increase in the asset base compared to June 30, 2024, was primarily due to approximately $4.6 billion from recently executed transactions and net organic growth of $2.9 billion from existing in force blocks. The amount of reinsurance assumed from client companies, as measured by pre-tax statutory surplus, risk based capital and other financial reinsurance structures, was $2.3 billion and $1.6 billion for the six months ended June 30, 2025 and 2024, respectively. Fees earned from this business can vary significantly depending on the size, complexity, and timing of the transactions and, therefore, can fluctuate from period to period.

Segment revenues

• The increases in total segment revenues for the three and six months ended June 30, 2025, compared to the same periods in 2024, were due to increased premiums from recently executed single premium asset-intensive treaties and higher investment income due to the growing asset base.
• The decreases in other revenues for the three and six months ended June 30, 2025, were due to lower surrender charges and lapses compared to the prior period.

Adjusted benefits and expenses

• The increases in total adjusted benefits and expenses for the three and six months ended June 30, 2025, were due to the growth of asset-intensive business.

Corporate and Other

The Corporate and Other revenues primarily include investment income from unallocated invested assets and service fees. Corporate and Other expenses consist of the offset to capital charges allocated to the operating segments within the policy acquisition costs and other insurance income line item, unallocated corporate overhead and executive costs, interest expense related to debt and service business expenses. Additionally, Corporate and Other includes results from the Company’s Funding Agreement Backed Notes (“FABN”) issued prior to January 1, 2025. Effective January 1, 2025, newly issued FABN issuances are included in the U.S. Financial Solutions segment.

(dollars in millions)

The decrease in adjusted operating loss before income taxes for the three months ended June 30, 2025, was primarily due to higher net investment income, partially offset by higher other operating expenses, adjusted interest credited and interest expense. The increase in adjusted operating loss before income taxes for the six months ended June 30, 2025, was primarily due to an increase in adjusted interest credited, other operating expenses and interest expense, partially offset by an increase in net investment income.

Segment revenues

• The increases in net investment income for the three and six months ended June 30, 2025, were primarily attributable to a higher invested asset base.

Adjusted benefits and expenses

• The increases in adjusted interest credited for the three and six months ended June 30, 2025, were primarily attributable to new FABN issuances in the second half of 2024.
• The increases in other operating expenses for the three and six months ended June 30, 2025, were primarily attributable to an increase in compensation expense and information technology expense.
• The increases in interest expense for the three and six months ended June 30, 2025, were primarily attributable to an increase in outstanding debt.

Liquidity and Capital Resources

Overview

The Company believes that cash flows from the source of funds available to it will provide sufficient cash flows for the next twelve months to satisfy the current liquidity requirements of the Company under various scenarios that include the potential risk of early recapture of reinsurance treaties, market events and higher than expected claims. The Company performs periodic liquidity stress testing to ensure that its asset portfolio includes sufficient high quality liquid assets that could be utilized to bolster its liquidity position under stress scenarios. These assets could be utilized as collateral for secured borrowing transactions with various third parties or by selling the securities in the open market if needed. The Company’s liquidity requirements have been and will continue to be funded through net cash flows from operations. However, in the event of significant unanticipated cash requirements beyond normal liquidity needs, the Company has multiple liquidity alternatives available based on market conditions and the amount and timing of the liquidity need. These alternatives include the sale of invested assets subject to market conditions, borrowings under committed credit facilities, secured borrowings, and if necessary, issuing long-term debt, preferred securities or common equity.

Current Market Environment

The Company’s average investment yield, excluding spread related business, for the three months ended June 30, 2025, was 5.31%, 66 basis points above the same period in 2024, primarily attributable to higher new money rates and an increase in variable investment income. The average yield will vary from year to year depending on several variables, including the prevailing risk-fee interest rate and credit spread environment, prepayment fees and make-whole premiums, changes in the mix of the underlying investments and cash and cash equivalents balances. Variable investment income from joint ventures and limited partnerships will also vary from year to year and is highly dependent on the timing of dividends and distributions on certain investments. Gross unrealized gains on fixed maturity securities available-for-sale were consistent at $1.2 billion at December 31, 2024, and also $1.2 billion at June 30, 2025, and gross unrealized losses increased from $6.4 billion at December 31, 2024, to $6.9 billion at June 30, 2025.

The Company continues to be in a position to hold any investment security showing an unrealized loss until recovery, provided that it remains comfortable with the credit of the issuer. The Company does not rely on short-term funding or commercial paper and to date has experienced no liquidity pressure, and does not anticipate such pressure in the foreseeable future.

The Company projects its reserves to be sufficient and does not expect to be required to take any actions to augment capital, even if interest rates remain at current levels for the next five years, assuming all other factors remain constant. To mitigate disintermediation risk, the Company purchased swaptions to protect it against a material increase in interest rates. While the Company has felt the pressures of sustained low interest rates, followed by significant increases in risk-free rates, and volatile equity markets, its business and results of operations are not overly sensitive to these risks. Mortality and morbidity risks continue to be the most significant risk for the Company. Although management believes that the Company’s current capital base is adequate to support its business at current operating levels, it continues to monitor new business opportunities and any associated new capital needs that could arise from the changing financial landscape.

The Holding Company

RGA is an insurance holding company whose primary uses of liquidity include, but are not limited to, the immediate capital needs of its operating companies, dividends paid to its shareholders, repurchase of common stock and interest payments on its indebtedness. The primary sources of RGA’s liquidity include proceeds from its capital-raising efforts, interest income on undeployed corporate investments, interest income received on surplus notes with RGA Reinsurance Company (“RGA Reinsurance”), RGA Life and Annuity Insurance Company (“RGA Life and Annuity”) and Rockwood Reinsurance Company (“Rockwood Re”), and dividends from operating subsidiaries. As the Company continues its growth efforts, RGA will continue to be dependent upon these sources of liquidity. The following tables provide comparative information for RGA (dollars in millions):

72

See Item 15, Schedule II – “Condensed Financial Information of the Registrant” in the 2024 Annual Report for additional financial information related to RGA.

The undistributed earnings of substantially all of the Company’s foreign subsidiaries have been reinvested indefinitely in those non-U.S. operations, as described in Note 14 – “Income Tax” in the Notes to Consolidated Financial Statements in the 2024 Annual Report. As U.S. Tax Reform generally eliminates U.S. federal income taxes on dividends from foreign subsidiaries, the Company does not expect to incur material income taxes if these funds are repatriated.

RGA endeavors to maintain a capital structure that provides financial and operational flexibility to its subsidiaries, credit ratings that support its competitive position in the financial services marketplace, and shareholder returns. As part of the Company’s capital deployment strategy, it has in recent years repurchased shares of RGA common stock and paid dividends to RGA shareholders, as authorized by the board of directors.

On January 23, 2024, RGA’s board of directors authorized a share repurchase program for up to $500 million of RGA’s outstanding common stock. The authorization was effective immediately and does not have an expiration date. During the six months ended June 30, 2025, RGA did not repurchase any shares under this program, and the entire amount remains available.

The pace of repurchase activity depends on various factors such as the level of available cash, an evaluation of the costs and benefits associated with alternative uses of excess capital, such as acquisitions and in force reinsurance transactions, and RGA’s stock price.

Details underlying dividend and share repurchase program activity were as follows (in millions, except share data):

(1) Excludes shares utilized to execute and settle certain equity-based compensation awards.

In July 2025, RGA’s board of directors declared a quarterly dividend of $0.93 per share. All future payments of dividends are at the discretion of RGA’s board of directors and will depend on the Company’s earnings, capital requirements, insurance regulatory conditions, operating conditions, and other such factors as the board of directors may deem relevant. The amount of dividends that RGA can pay will depend in part on the operations of its reinsurance subsidiaries. See Note 3 – “Equity” in the Notes to Condensed Consolidated Financial Statements for information on the Company’s share repurchase program.

Debt

Certain of the Company’s debt agreements contain financial covenant restrictions related to, among others, liens, the issuance and disposition of stock of restricted subsidiaries, minimum requirements of consolidated net worth, maximum ratios of debt to capitalization and change of control provisions. On March 13, 2023, the Company entered into a syndicated revolving credit facility with a five year term and an overall capacity of $850 million. As of June 30, 2025, the Company had no cash borrowings outstanding and no letters of credit issued under this facility. Under the terms of this facility, the Company is required to maintain a minimum consolidated net worth, as defined in the debt agreements, of $5.8 billion. Also, consolidated indebtedness, calculated as of the last day of each fiscal quarter, cannot exceed 35% of the sum of the Company’s consolidated indebtedness plus adjusted RGA Inc.’s shareholders’ equity. A material ongoing covenant default could require immediate payment of the amount due, including principal, under the various debt agreements. Additionally, the Company’s debt agreements contain cross-acceleration covenants, which would make outstanding borrowings immediately payable in the event of a material uncured covenant default under any of the agreements, including, but not limited to, non-payment of indebtedness when due for an amount in excess of the amounts set forth in those agreements, bankruptcy proceedings, or any other event that results in the acceleration of the maturity of indebtedness.

As of June 30, 2025 and December 31, 2024, the Company had $5.8 billion and $5.1 billion, respectively, in outstanding borrowings under its debt agreements and was in compliance with all covenants under those agreements. As of June 30, 2025 and December 31, 2024, the average interest rate on long-term debt outstanding was 5.34% and 5.16%, respectively. The ability of the Company to make debt principal and interest payments depends on the earnings and surplus of subsidiaries, investment earnings on undeployed capital proceeds, available liquidity at the holding company, and the Company’s ability to raise additional funds.

The Company enters into derivative agreements with counterparties that reference either the Company’s debt rating or its financial strength rating. If either rating is downgraded in the future, it could trigger certain terms in the Company’s derivative agreements, which could negatively affect overall liquidity. For the majority of the Company’s derivative agreements, there is a termination event should the Company’s long-term senior debt ratings drop below either BBB+ (S&P) or Baa1 (Moody’s) or the financial strength ratings drop below either A- (S&P) or A3 (Moody’s).

On March 3, 2025, the Company issued 6.65% fixed-rate reset subordinated debentures due 2055 with a face amount of $700 million, which will be used for general corporate purposes, including funding the Company’s obligations with respect to the reinsurance transactions disclosed in Note 15 – “Commitments, Contingencies and Guarantees” in the Notes to Condensed Consolidated Financial Statements. Capitalized issuance costs are estimated as $9 million.

Based on the historic cash flows and the current financial results of the Company, management believes that RGA’s cash flows will be sufficient to enable RGA to meet its obligations for at least the next 12 months.

Credit and Committed Facilities

The Company has obtained bank letters of credit in favor of various affiliated and unaffiliated insurance companies from which the Company assumes business. These letters of credit represent guarantees of performance under the reinsurance agreements and allow ceding companies to take statutory reserve credits. Certain of these letters of credit contain financial covenant restrictions similar to those described in the “Debt” discussion above. At June 30, 2025, there were approximately $130 million of outstanding bank letters of credit in favor of third parties. Additionally, in accordance with applicable regulations, the Company utilizes letters of credit to secure statutory reserve credits when it retrocedes business to its affiliated subsidiaries. The Company cedes business to its affiliates to help reduce the amount of regulatory capital required in certain jurisdictions, such as the U.S., Canada and the U.K. The Company believes that the capital required to support the business in the affiliates it retrocedes to reflects more realistic expectations than the original jurisdiction of the business. As of June 30, 2025, $662 million in letters of credit from various banks were outstanding, but undrawn, backing reinsurance between the various subsidiaries of the Company.

On March 13, 2023, the Company entered into a syndicated revolving credit facility with a five year term and an overall capacity of $850 million. See Note 18 – “Financing Activities” in the Notes to Consolidated Financial Statements in the 2024 Annual Report for further information.

On June 4, 2025, the Company entered into a 30-year facility agreement with a Delaware trust that gives the Company the right, from time to time, to issue up to $1.0 billion of its 6.722% senior notes due in 2055 in exchange for a corresponding amount of U.S. Treasury securities held by the trust. The Company can redeem the 6.722% senior notes at any time, in whole or in part, at a price equal to the greater of par or a make-whole redemption price. At June 30, 2025, the Company had no senior note issuances under this facility agreement. See Note 17 – “Financing Activities” in the Notes to Condensed Consolidated Financial Statements for additional information.

Cash Flows

The Company’s principal cash inflows from its reinsurance operations include premiums and deposit funds received from ceding companies. The primary liquidity concerns with respect to these cash flows are early recapture of the reinsurance contract by the ceding company and lapses of annuity products reinsured by the Company. The Company’s principal cash inflows from its invested assets result from investment income and the maturity and sales of invested assets. The primary liquidity concerns with respect to these cash inflows relates to the risk of default by issuers and interest rate volatility. The Company manages these risks very closely. See “Investments” below.

Additional sources of liquidity to meet unexpected cash outflows in excess of operating cash inflows and current cash and equivalents on hand include the following:

• Revolving credit facility – Drawing funds under a revolving credit facility which the Company had availability of $850 million as of June 30, 2025.
• Federal Home Loan Bank (“FHLB”) – The Company has $537 million of funds available through collateralized borrowings from the FHLB as of June 30, 2025.
• Facility Agreement for Senior Notes Issuances – On June 4, 2025, the Company entered into a facility agreement with a Delaware trust that gives the Company the right to issue to the trust, from time to time, over a 30-year period, up to $1 billion senior notes in exchange for a corresponding amount of U.S. Treasury securities held by the trust. By agreeing to purchase the senior notes in exchange for U.S. Treasury securities upon exercise of the issuance right, the trust will provide a source of liquid assets for the Company. As of June 30, 2025, there have been no issuances under this facility agreement.
• Committed Credit Facility – The Company’s subsidiaries, RGA Reinsurance Company and RGA Americas Reinsurance Company, Ltd. maintain a $200 million committed credit facility with a third-party financial institution to provide contingent capital to these entities.

As of June 30, 2025, the Company could have borrowed these additional amounts without violating any of its existing debt covenants.

The Company’s principal cash outflows relate to the payment of claims liabilities, interest credited, operating expenses, income taxes, dividends to shareholders, purchases of treasury stock, and principal and interest under debt and other financing obligations. The Company seeks to limit its exposure to loss on any single insured and to recover a portion of benefits paid by ceding reinsurance to other insurance enterprises or reinsurers under excess coverage and coinsurance contracts. See Note 2 – “Significant Accounting Policies and Pronouncements” in the Notes to Consolidated Financial Statements in the 2024 Annual Report. The Company performs annual financial reviews of its retrocessionaires to evaluate financial stability and performance. The Company has never experienced a material default in connection with retrocession arrangements, nor has it experienced any difficulty in collecting claims recoverable from retrocessionaires; however, no assurance can be given as to the future performance of such retrocessionaires nor to the recoverability of future claims. The Company’s management believes that its cash and cash equivalents as well as its current sources of liquidity are adequate to meet its cash requirements for the next 12 months.

Summary of Primary Sources and Uses of Liquidity and Capital

The Company’s primary sources and uses of liquidity and capital are summarized as follows (dollars in millions):

Cash Flows from Operations – The principal cash inflows from the Company’s reinsurance activities come from premiums, investment and fee income, annuity considerations and deposit funds. The principal cash outflows relate to the liabilities associated with various life and health insurance, annuity and disability products, operating expenses, income tax payments and interest on outstanding debt obligations. The primary liquidity concern with respect to these cash flows is the risk of shortfalls in premiums and investment income, particularly in periods with abnormally high claims levels.

Cash Flows from Investments – The principal cash inflows from the Company’s investment activities come from repayments of principal on invested assets, proceeds from maturities of invested assets, sales of invested assets and settlements of freestanding derivatives. The principal cash outflows relate to purchases of investments, issuances of policy loans and settlements of freestanding derivatives. The Company typically has a net cash outflow from investing activities because cash inflows from insurance operations are reinvested in accordance with its asset/liability management discipline to fund insurance liabilities. The Company closely monitors and manages these risks through its credit risk management process. The primary liquidity concerns with respect to these cash flows are the risk of default by issuers and market disruption, which could make it difficult for the Company to sell investments.

Financing Cash Flows – The principal cash inflows from the Company’s financing activities come from issuances of RGA debt and equity securities, and deposit funds associated with universal life and other investment type policies and contracts. The principal cash outflows come from repayments of debt, payments of dividends to shareholders, purchases of treasury stock and withdrawals associated with universal life and other investment type policies and contracts. A primary liquidity concern with respect to these cash flows is the risk of early contractholder and policyholder withdrawal.

Contractual Obligations

There were no material changes in the Company’s contractual obligations from those reported in the 2024 Annual Report, except for the following:

• The Company’s contractual obligations associated with future policy benefits increased $10.5 billion at June 30, 2025, due to new transactions executed during the year.
• The Company’s contractual obligations associated with other investment commitments increased $1.1 billion at June 30, 2025, primarily due to an increase in payables for securities sold or loaned under agreements to repurchase, see Note 10 – “Investments” for further details.
• The Company’s contractual obligations associated with limited partnerships increased $352 million at June 30, 2025. See Note 10 – “Investments” for further details.

Asset / Liability Management

The Company actively manages its cash and invested assets using an approach that is intended to balance quality, diversification, asset/liability matching, liquidity and investment return. The goals of the investment process are to optimize after tax, risk-adjusted investment income and after tax, risk-adjusted total return while managing the assets and liabilities on a cash flow and duration basis.

The Company has established target asset portfolios for its operating segments, which represent the investment strategies intended to profitably fund its liabilities within acceptable risk parameters. These strategies include objectives and limits for effective duration, yield curve sensitivity and convexity, liquidity, asset sector concentration and credit quality.

The Company’s asset-intensive products are primarily supported by investments in fixed maturity securities reflected on the Company’s balance sheets and under funds withheld arrangements with the ceding company. Investment guidelines are established to structure the investment portfolio based upon the type, duration and behavior of products in the liability portfolio so as to achieve targeted levels of profitability. The Company manages the asset-intensive business to provide a targeted spread between the interest rate earned on investments and the interest rate credited to the underlying interest-sensitive contract liabilities. The Company periodically reviews models projecting different interest rate scenarios and their effect on profitability. Certain of these asset-intensive agreements, primarily in the U.S. and Latin America Financial Solutions operating segment, are generally funded by fixed maturity securities that are withheld by the ceding company.

The Company’s liquidity position (cash and cash equivalents and short-term investments) was $5.9 billion and $3.7 billion at June 30, 2025 and December 31, 2024, respectively. Liquidity needs are determined from valuation analyses conducted by operational units and are driven by product portfolios. Periodic evaluations of demand liabilities and short-term liquid assets are designed to adjust specific portfolios, as well as their durations and maturities, in response to anticipated liquidity needs.

See “Securities Borrowing, Lending and Repurchase/Reverse Repurchase Agreements” in Note 10 – “Investments” in the Notes to Condensed Consolidated Financial Statements for information related to the Company’s securities borrowing, lending and repurchase/reverse repurchase programs. In addition to the Company’s security agreements with third parties, certain RGA subsidiaries have entered into intercompany securities lending agreements to more efficiently source securities for lending to third parties and to provide for more efficient regulatory capital management.

The Company is a member of the FHLB and holds $71 million of FHLB common stock, which is included in other invested assets on the Company’s condensed consolidated balance sheets. The Company has entered into funding agreements with the FHLB under guaranteed investment contracts whereby the Company has issued the funding agreements in exchange for cash and for which the FHLB has been granted a blanket lien on the Company’s commercial and residential mortgage-backed securities and commercial mortgage loans used to collateralize the Company’s obligations under the funding agreements. The Company maintains control over these pledged assets, and may use, commingle, encumber or dispose of any portion of the collateral as long as there is no event of default and the remaining qualified collateral is sufficient to satisfy the collateral maintenance level. The funding agreements and the related security agreements represented by this blanket lien provide that upon any event of default by the Company, the FHLB’s recovery is limited to the amount of the Company’s liability under the outstanding funding agreements. The amount of the Company’s liability for the funding agreements with the FHLB was $1.3 billion at June 30, 2025 and December 31, 2024, which is included in interest-sensitive contract liabilities on the Company’s condensed consolidated balance sheets. The advances on these agreements are collateralized primarily by commercial and residential mortgage-backed securities, commercial mortgage loans, and U.S. Treasury and government agency securities. The amount of collateral exceeds the liability and is dependent on the type of assets collateralizing the guaranteed investment contracts.

Investments

Management of Investments

The Company’s investment and derivative strategies involve matching the characteristics of its reinsurance products and other obligations. The Company seeks to closely approximate the interest rate sensitivity of the assets with estimated interest rate sensitivity of the reinsurance liabilities. The Company achieves its income objectives through strategic and tactical asset allocations, applying security and derivative strategies within asset/liability and disciplined risk management frameworks. Derivative strategies are employed within the Company’s risk management framework to help manage duration, currency, and other risks in assets and/or liabilities and to replicate the credit characteristics of certain assets.

The Company’s portfolio management groups work with the Enterprise Risk Management function to develop the investment policies for the assets of the Company’s domestic and international investment portfolios. All investments held by the Company, directly or in a funds withheld at interest reinsurance arrangement, are monitored for conformance with the Company’s stated investment policy limits as well as any limits prescribed by the applicable jurisdiction’s insurance laws and regulations. See Note 10 – “Investments” in the Notes to Condensed Consolidated Financial Statements for additional information regarding the Company’s investments.

Portfolio Composition

The Company had total cash and invested assets of $115.3 billion and $101.4 billion as of June 30, 2025 and December 31, 2024, respectively, as illustrated below (dollars in millions):

Investment Yield – Excluding Spread Related Business

The following table presents consolidated average invested assets at amortized cost, net investment income, investment yield, variable investment income (“VII”) and investment yield excluding VII, which can vary significantly from period to period (dollars in millions). The table excludes spread related business. Spread related business is primarily associated with contracts on which the Company earns an interest rate spread between assets and liabilities. To varying degrees, fluctuations in the yield on other spread related business is generally subject to corresponding adjustments to the interest credited on the liabilities.

Investment yield increased for the three months ended June 30, 2025 and the six months ended June 30, 2025, in comparison to the same periods in the prior year, primarily due to increased variable income from limited partnerships and real estate joint ventures and higher new money rates.

Fixed Maturity Securities Available-for-Sale

See “Fixed Maturity Securities Available-for-Sale” in Note 10 – “Investments” in the Notes to Condensed Consolidated Financial Statements for tables that provide the amortized cost, allowance for credit losses, unrealized gains and losses and estimated fair value of these securities by type as of June 30, 2025 and December 31, 2024.

Important factors in the selection of investments include diversification, quality, yield, call protection and total rate of return potential. The relative importance of these factors is determined by market conditions and the underlying reinsurance liability and existing portfolio characteristics. As of June 30, 2025 and December 31, 2024, approximately 93.8% and 94.6%, respectively, of total fixed maturity securities were investment grade.

The Company owns floating rate securities that represented approximately 9.0% and 8.1% of total fixed maturity securities as of June 30, 2025 and December 31, 2024, respectively. These investments have a higher degree of income variability than the other fixed income holdings in the portfolio due to fluctuations in interest payments. The Company holds floating rate investments to enhance asset management strategies and match certain interest-sensitive contract liabilities.

The largest asset class in which fixed maturity securities were invested was corporate securities, which represented approximately 66.5% and 65.7% of total fixed maturity securities as of June 30, 2025 and December 31, 2024, respectively. See “Corporate Fixed Maturity Securities” in Note 10 – “Investments” in the Notes to Condensed Consolidated Financial Statements for tables showing the major sector types, which comprise the corporate fixed maturity holdings as of June 30, 2025 and December 31, 2024.

As of June 30, 2025 and December 31, 2024, the Company’s investments in Canadian government securities represented 6.0% and 6.5%, respectively, of total fixed maturity securities. These assets are primarily high quality, long duration provincial strip bonds, the valuation of which is closely linked to the interest rate curve. These assets are longer in duration and held primarily for asset/liability management to meet Canadian regulatory requirements.

As of June 30, 2025 and December 31, 2024, the Company’s investments in Japanese government securities represented 6.7% and 5.7%, respectively, of total fixed maturity securities. These assets are primarily long duration government bonds matching the liability profile of the Company’s Japanese business.

The Company references rating agency designations in some of its investments disclosures. These designations are based on the ratings from nationally recognized statistical rating organizations, primarily Moody’s, S&P and Fitch. Structured securities held by the Company’s insurance subsidiaries that maintain the NAIC statutory basis of accounting utilize the NAIC rating methodology. The NAIC assigns designations to publicly traded as well as privately placed securities. The designations assigned by the NAIC range from class 1 to class 6, with designations in classes 1 and 2 generally considered investment grade (BBB or higher rating agency designation). NAIC designations in classes 3 through 6 are generally considered below investment grade (BB or lower rating agency designation). If no rating is available from a rating agency or the NAIC, then an internally developed rating is used.

The quality of the Company’s available-for-sale fixed maturity securities portfolio, as measured at fair value and by the percentage of fixed maturity securities invested in various ratings categories, relative to the entire available-for-sale fixed maturity securities portfolio, as of June 30, 2025 and December 31, 2024 was as follows (dollars in millions):

78

The Company’s fixed maturity portfolio includes structured securities. The following table shows the types of structured securities the Company held as of June 30, 2025 and December 31, 2024 (dollars in millions):

The Company’s ABS portfolio primarily consists of CLOs, aircraft and NAV loans. The principal risks in holding ABS are structural, credit, capital market and interest rate risks. Structural risks include the securities’ cash flow priority in the capital structure and the inherent prepayment sensitivity of the underlying collateral. Credit risks include the adequacy and ability to realize proceeds from the collateral. Credit risks are mitigated by credit enhancements that include excess spread, over-collateralization and subordination. Capital market risks include general level of interest rates and the liquidity for these securities in the marketplace.

The Company’s CMBS portfolio primarily consists of large pool securitizations that are diverse by property type, borrower and geographic dispersion. The principal risks in holding CMBS are structural and credit risks. Structural risks include the securities’ cash flow priority in the capital structure and the inherent prepayment sensitivity of the underlying collateral. Credit risks include the adequacy and ability to realize proceeds from the collateral. The Company focuses on investment grade rated tranches that provide additional credit support beyond the equity protection in the underlying loans. These assets are viewed as an attractive alternative to other fixed income asset classes.

The Company’s RMBS portfolio includes agency-issued pass-through securities and collateralized mortgage obligations. Agency-issued pass-through securities are guaranteed or otherwise supported by the Federal Home Loan Mortgage Corporation, Federal National Mortgage Association, or the Government National Mortgage Association. The principal risks in holding RMBS are prepayment and extension risks, which will affect the timing of when cash will be received and are dependent on the level of mortgage interest rates. Prepayment risk is the unexpected increase in principal payments from the expected, primarily as a result of owner refinancing. Extension risk relates to the unexpected slowdown in principal payments from the expected. In addition, non-agency RMBS face credit risk should the borrower be unable to pay the contractual interest or principal on their obligation. The Company monitors its mortgage-backed securities to mitigate exposure to the cash flow uncertainties associated with these risks.

As of June 30, 2025 and December 31, 2024, the Company had $6.9 billion and $6.4 billion, respectively, of gross unrealized losses related to its fixed maturity securities. The Company monitors its fixed maturity securities to determine impairments in value and evaluates factors such as financial condition of the issuer, payment performance, compliance with covenants, general market and industry sector conditions, current intent and ability to hold securities, and various other subjective factors. Based on management’s judgment, an allowance for credit losses in the amount that fair value is less than the amortized cost is recorded for securities determined to have expected credit losses.

Mortgage Loans

The Company’s mortgage loan portfolio consists of U.S., Canada and U.K. based investments primarily in retail locations, light industrial properties, and commercial offices. The mortgage loan portfolio is diversified by geographic region and property type as discussed further under “Mortgage Loans” in Note 10 – “Investments” in the Notes to Condensed Consolidated Financial Statements. Mortgage loans in the Company’s portfolio range in size up to $48 million, with an average mortgage loan investment as of June 30, 2025, of $9 million.

As of June 30, 2025 and December 31, 2024, the Company’s recorded investments in mortgage loans, gross of unamortized deferred loan origination fees and expenses and allowance for credit losses, were distributed geographically as follows (dollars in millions):

See “Allowance for Credit Losses and Impairments” in Note 2 – “Significant Accounting Policies and Pronouncements” of the Company’s 2024 Annual Report and “Mortgage Loans” in Note 10 – “Investments” in the Notes to Condensed Consolidated Financial Statements for information regarding the Company’s policy for allowance for credit losses on mortgage loans.

Allowance for Credit Losses and Impairments

The table below summarizes investment related gains (losses), net related to allowances for credit losses and impairments for the three and six months ended June 30, 2025 and 2024 (dollars in millions):

The Company’s determination of whether a decline in value necessitates the recording of an allowance for credit losses includes an analysis of whether the issuer is current on its contractual payments, evaluating whether it is probable that the Company will be able to collect all amounts due according to the contractual terms of the security and analyzing the overall ability of the Company to recover the amortized cost of the investment. See “Allowance for Credit Losses and Impairments” in Note 2 – “Significant Accounting Policies and Pronouncements” of the Company’s 2024 Annual Report for additional information.

See “Unrealized Losses for Fixed Maturity Securities Available-for-Sale” in Note 10 – “Investments” in the Notes to Condensed Consolidated Financial Statements for tables that present the estimated fair value and gross unrealized losses for securities that have estimated fair values below amortized cost by class and grade, as well as the length of time the related estimated fair value has remained below amortized cost as of June 30, 2025 and December 31, 2024.

As of June 30, 2025 and December 31, 2024, the Company classified approximately 13.0% and 11.2%, respectively, of its fixed maturity securities in the Level 3 category. Refer to Note 12 – “Fair Value of Assets and Liabilities” in the Notes to Condensed Consolidated Financial Statements for additional information. These securities primarily consist of private placement corporate and asset-backed securities.

See “Securities Lending and Repurchase/Reverse Repurchase Agreements” in Note 10 – “Investments” in the Notes to Condensed Consolidated Financial Statements for information related to the Company’s securities lending and repurchase/reverse repurchase agreements.

Funds Withheld at Interest

For reinsurance agreements written on a modified coinsurance basis and certain agreements written on a coinsurance basis, assets equal to the net statutory reserves are withheld by the ceding company and are legally owned and managed by the ceding company. The Company reflects these assets on its balance sheet as funds withheld at interest. Interest accrues on the total funds withheld at rates defined by the terms of the applicable reinsurance agreement. The Company is subject to the investment performance on such assets, although the Company does not directly control them because such assets are legally owned and managed by the ceding company. To mitigate this risk, investment guidelines are commonly set in the reinsurance agreements which restrict the ceding company’s investment activity with respect to such assets. The Company monitors the ceding company’s compliance with these contractual restrictions. These assets are primarily fixed maturity investment securities and pose investment risks similar to the fixed maturity securities owned by the Company. Ceding companies with funds withheld at interest had an average financial strength rating of “A” as of June 30, 2025 and December 31, 2024. Certain ceding companies maintain segregated portfolios for the benefit of the Company.

Other Invested Assets

Other invested assets primarily include lifetime mortgages, derivative contracts, FHLB common stock and real estate held for investment. See “Other Invested Assets” in Note 10 – “Investments” in the Notes to Condensed Consolidated Financial Statements for a table that presents the carrying value of the Company’s other invested assets by type as of June 30, 2025 and December 31, 2024.

The Company utilizes derivative financial instruments to protect the Company against possible changes in the fair value of its investment portfolio as a result of interest rate changes, to hedge against risk of changes in the purchase price of securities, to hedge liabilities associated with the reinsurance of variable annuities with guaranteed living benefits and to manage the portfolio’s effective yield, maturity and duration. In addition, the Company utilizes derivative financial instruments to reduce the risk associated with fluctuations in foreign currency exchange rates. The Company uses exchange-traded, centrally cleared, and customized over-the-counter derivative financial instruments.

See Note 11 – “Derivative Instruments” in the Notes to Condensed Consolidated Financial Statements for a table that presents the notional amounts and fair value of investment related derivative instruments held as of June 30, 2025 and December 31, 2024.

The Company may be exposed to credit-related losses in the event of non-performance by counterparties to derivative financial instruments. Generally, the credit exposure of the Company’s derivative contracts is limited to the fair value and accrued interest of non-collateralized derivative contracts in an asset position at the reporting date. As of June 30, 2025, the Company had credit exposure of $16 million.

The Company manages its credit risk related to over-the-counter derivatives by entering into transactions with creditworthy counterparties, maintaining collateral arrangements and through the use of master agreements that provide for a single net payment to be made by one counterparty to another at each due date and upon termination. As exchange-traded futures are affected through regulated exchanges, and positions are marked to market on a daily basis, the Company has minimal exposure to credit-related losses in the event of nonperformance by counterparties. See Note 11 – “Derivative Instruments” in the Notes to Condensed Consolidated Financial Statements for more information regarding the Company’s derivative instruments.

The Company holds $1,145 million and $984 million of beneficial interest in lifetime mortgages in the U.K., net of allowance for credit losses, as of June 30, 2025 and December 31, 2024, respectively. Investment income includes $14 million and $10 million in interest income earned on lifetime mortgages for the three months ended June 30, 2025 and 2024, respectively, and $27 million and $21 million in interest income earned on lifetime mortgages for the six months ended June 30, 2025 and 2024, respectively. Lifetime mortgages represent loans provided to individuals 55 years of age and older secured by the borrower’s residence. Lifetime mortgages are comparable to a home equity loan by allowing the borrower to utilize the equity in their home as collateral. The amount of the loan is dependent on the appraised value of the home at the time of origination, the borrower's age and interest rate. Unlike a home equity loan, no payment of principal or interest is required until the death of the borrower or sale of the home. Lifetime mortgages may also be either fully funded at origination, or the borrower can request periodic funding similar to a line of credit. Lifetime mortgages are subject to risks, including market, credit, interest rate, liquidity, operational, reputational and legal risks.

New Accounting Standards

Changes to the general accounting principles are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates to the FASB Accounting Standards CodificationTM.

See Note 18 – “New Accounting Standards” in the Notes to Condensed Consolidated Financial Statements for information on new accounting pronouncements and their impact, if any, on the Company’s results of operations and financial position.

Market risk is the risk of fluctuations in the value of financial instruments as a result of absolute or relative changes in interest rates, foreign currency exchange rates, equity prices or commodity prices. To varying degrees, the Company products and services, and the investment activities supporting them, generate exposure to market risk. The market risk incurred, and the Company’s strategies for managing this risk, vary by product. As of June 30, 2025, there have been no material changes in the Company’s economic exposure to market risk or the Company’s Enterprise Risk Management function from December 31, 2024, a description of which may be found in its Annual Report on Form 10-K, for the year ended December 31, 2024, Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” filed with the Securities and Exchange Commission.

The Chief Executive Officer and the Chief Financial Officer have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that these disclosure controls and procedures were effective.

There was no change in the Company’s internal control over financial reporting as defined in Exchange Act Rule 13a-15(f) during the quarter ended June 30, 2025, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company’s business, reputation, results of operations and financial condition can be affected by a number of factors, whether currently known or unknown, including those described in (i) Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”) and (ii) Part II, Item 1A of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (the “Prior 10-Q”), in each case under the heading “Risk Factors.” When any one or more of these risks materialize from time to time, the Company’s business, reputation, results of operations and financial condition may be materially and adversely affected. The risk factors set forth in the Prior 10-Q are hereby updated with the information set forth below. In February 2025, the Company’s subsidiary RGA Reinsurance Company (“RGA Re”) entered into a Master Transaction Agreement (the “Master Transaction Agreement”) with subsidiaries of Equitable Holdings, Inc. (collectively, the “Counterparty”). Pursuant to the Agreement, on July 31, 2025, following the completion of the closing conditions set forth in the Master Transaction Agreement, RGA Re entered into coinsurance and modified coinsurance agreements with the Counterparty (the “Reinsurance Transaction”). The closing of the Reinsurance Transaction will increase the Company’s exposure to many of the risks described under the heading “Risk Factors” set forth in the 2024 Annual Report, as supplemented by the risks described below.

In the risk factors below, we refer to the Company as “we,” “us,” or “our”. Other than the additional risk factors below related to the Reinsurance Transaction, there have been no material changes from the risk factors previously disclosed in the 2024 Annual Report.

The due diligence process that we undertook in connection with the Reinsurance Transaction may not have revealed all facts that may be relevant in connection with the Reinsurance Transaction.

In deciding whether to enter into the Master Transaction Agreement, we conducted a due diligence investigation that we deemed reasonable and appropriate based on the facts and circumstances applicable to the Reinsurance Transaction. When conducting due diligence, our employees, outside consultants and legal advisors are required to evaluate important and complex actuarial, investment, business, financial, tax, accounting, legal and regulatory issues. Despite our efforts, the results of our due diligence may not be complete and accurate or, even if complete and accurate, may not be sufficient to identify all relevant facts, which could prevent us from realizing the anticipated benefits that we expect to achieve from the Reinsurance Transaction, and our business, financial condition and results of operations could be adversely affected. Additionally, we may become exposed to obligations and liabilities that were undiscovered in the course of performing due diligence in connection with the Reinsurance Transaction and, therefore, may not be adequately addressed in the Master Transaction Agreement and related agreements. Exposure to these previously undiscovered obligations and liabilities could prevent us from realizing the anticipated benefits that we expect to achieve from the Reinsurance Transaction, and our business, financial condition and results of operations could be adversely affected.

We have made certain assumptions relating to the Reinsurance Transaction which may prove to be materially inaccurate.

We have made certain assumptions relating to the Reinsurance Transaction, which assumptions involve significant judgement and may not reflect the full range of uncertainties and unpredictable outcomes inherent in the Reinsurance Transaction and may be materially inaccurate. These assumptions relate to numerous matters, including:

• pricing with respect to mortality, lapsation, investment returns and expenses and other risks;
• our ability to reposition the investment portfolio acquired in connection with the Reinsurance Transaction and the assumptions made with respect to the assets in such portfolio;
• our ability to realize the expected benefits of the Reinsurance Transaction;
• projections of future revenue and profitability;
• our ability to obtain financing, generate and maintain needed cash from operations, and the impact of such financing on our operating results, financial condition and ability to finance other new business opportunities;
• projections of future expenses and expense allocation;
• unknown or contingent liabilities;
• acquisition and integration costs; and
• other financial and strategic risks.

Like our other life reinsurance contracts, the Reinsurance Transaction exposes us to mortality and lapse risk. Our risk analysis and underwriting processes are designed with the objective of controlling the quality of the assumed risk and establishing appropriate pricing with respect thereto. Among other things, these processes rely heavily on our underwriting, our analysis of mortality and longevity trends, lapse rates, expenses and our understanding of medical impairments and their effect on mortality or longevity. We utilized assumptions, estimates and models to evaluate the Reinsurance Transaction and develop scenarios to evaluate our potential exposure to mortality claims, potential investment portfolio losses and other risks associated with the associated assets and liabilities. The scenarios and related analyses are subject to various assumptions, professional judgment, uncertainties and the inherent limitations of any statistical analysis, including the use and quality of historical internal and industry data. Consequently, actual losses with respect to the Reinsurance Transaction, like our other life reinsurance business, may differ materially from what the scenarios may illustrate. This potential difference could be even greater for events with limited or unmodelled annual frequency.

Our results of operations with respect to the Reinsurance Transaction may also be adversely affected if our actual investment returns and expenses differ from our pricing and reserve assumptions. Among other factors, the assets subject to the Reinsurance Transaction expose us to reinvestment, credit quality and disintermediation risks. Changes in economic conditions may lead to changes in market interest rates or changes in our investment strategies, either of which could cause our actual investment returns and expenses to differ from our pricing and reserve assumptions.

We will rely significantly on the Counterparty for various services, and we may be held responsible for obligations that arise from the acts or omissions of the Counterparty.

We rely upon our insurance company clients, including the Counterparty, to provide timely, accurate information. We may experience volatility in our earnings as a result of erroneous or untimely reporting from our clients, including the Counterparty. We also rely on original underwriting decisions made by the Counterparty with respect to the assumed risk and cannot guarantee that the Counterparty’s processes will adequately control risk quality or establish appropriate pricing.

Certain reinsurance liabilities that are part of the Reinsurance Transaction will be assumed by us on a modified coinsurance basis. The associated net statutory reserves and the assets backing those reserves will be retained by the Counterparty. These assets being retained by the Counterparty are held to support the Counterparty’s policyholder obligations in respect of certain insurance liabilities and are subject to the applicable policy terms and regulatory requirements. Accordingly, the assets backing the modified coinsurance reserves are not expected to be available to us to satisfy any amounts that the Counterparty owes us. In the event of Counterparty insolvency, we will remain liable for all of our obligations under the terms of the Reinsurance Transaction. In such a situation, it is expected that the assets backing the modified coinsurance reserves would be used to satisfy the Counterparty’s obligations to its policyholders and not generally be available to satisfy the Counterparty’s general creditor obligations. Further, we are subject to the impact of the investment performance on these assets, although we do not directly control them. To the extent the modified coinsurance assets are not managed in accordance with the applicable terms of the policies or related regulatory requirements, our risk of loss could increase, which could adversely affect our business, financial condition and results of operations.

The Counterparty will retain administrative responsibilities with respect to the insurance policies that are subject to the Reinsurance Transaction. Additionally, we will enter into asset management agreements with the Counterparty. As such, we will rely on the Counterparty to provide policy administration with respect to the liabilities we are acquiring in the Reinsurance Transaction, provide investment advice in connection with the acquired assets and otherwise and execute investment transactions that are within the investment policy guidelines set forth in the Master Transaction Agreement. The Counterparty, in its capacity as a service provider, will rely on its information technology systems and its ability to maintain the security, confidentiality, integrity and privacy of those systems and the data residing therein. The Counterparty may be subject to cybersecurity attacks and may not sufficiently protect its information technology and related data, which may impact the Counterparty’s ability to provide us services and protect our data, which may subject us to losses and harm our reputation. In turn, vendors of the Counterparty may be subject to cybersecurity attacks. Poor performance or loss of data on the part of the Counterparty, in its capacity as a service provider, or any related outside vendors, could negatively affect our operations and financial performance with respect to the Reinsurance Transaction.

We may experience difficulties in integrating the risk assumed through the Reinsurance Transaction, and many of the anticipated benefits of the Reinsurance Transaction may not be realized or may not be realized within the expected timeframe.

Our ability to achieve the benefits that we anticipate from the Reinsurance Transaction will depend in part upon whether we are able to integrate the acquired liabilities and assets into our business in an efficient and effective manner. We may not be able to integrate these liabilities and assets smoothly or successfully and the process may take longer than expected. Integration will require the dedication of management resources, which may distract management’s attention from other business operations and could result in the disruption of ongoing businesses, processes, systems and business relationships, any of which could adversely affect our ability to achieve the anticipated benefits of the Reinsurance Transaction. The integration process is subject to a number of risks and uncertainties, and no assurance can be given that the anticipated benefits of the Reinsurance Transaction will be realized or, if realized, the timing of their realization. Failure to achieve these anticipated benefits could adversely affect our future business, financial condition, results of operations and prospects.