Cautionary Note Regarding Forward-Looking Statements This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 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. Forward-looking statements often contain words and phrases such as "intend," "expect," "project," "estimate," "predict," "anticipate," "should," "believe" and other similar expressions. 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. The effects of the ongoing novel coronavirus ("COVID-19") pandemic and the response thereto on economic conditions, the financial markets and insurance risks, and the resulting effects on the Company's financial results, liquidity, capital resources, financial metrics, investment portfolio and stock price, could cause actual results and events to differ materially from those expressed or implied by forward-looking statements. Further, any estimates, projections, illustrative scenarios or frameworks used to plan for potential effects of the pandemic are dependent on numerous underlying assumptions and estimates that may not materialize. Additionally, numerous other important factors (whether related to, resulting from or exacerbated by the COVID-19 pandemic or otherwise) could also cause actual results and events to differ materially from those expressed or implied by forward-looking statements including, without limitation: (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 market value of assets subject to the Company's collateral arrangements, (7) action by regulators who 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, epidemics or pandemics 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 litigation or arbitration results, (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 effects of the Tax Cuts and Jobs Act of 2017 may be different than expected and (29) other risks and uncertainties described in this document and in the Company's other 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. For a discussion of these 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 2019 Annual Report, as may be supplemented by Item 1A- "Risk Factors" in the Company's subsequent Quarterly Reports on Form 10-Q.



                                       45

--------------------------------------------------------------------------------

Table of Contents

Overview


The Company is among the leading global providers of life reinsurance and
financial solutions, with $3.5 trillion of life reinsurance in force and assets
of $80.7 billion as of June 30, 2020. 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.
Historically, the Company's primary business has been traditional life
reinsurance, which 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. 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
has expanded its financial solutions business, including 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.
For its traditional business, the Company's long-term 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 capital solutions
transactions, such as financial reinsurance, which are typically shorter
duration than its traditional life reinsurance business. The Company believes
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.
The COVID-19 Pandemic Impact and Update
The ongoing COVID-19 global pandemic and the response to it has caused, and will
continue to cause, increases in mortality, morbidity and other insurance risks,
as well as significant disruption in the international and U.S. economies and
financial markets. The extent to which the Company's future results continue to
be affected by COVID-19 will largely depend on, among other factors,
country-specific circumstances, measures by public and private
institutions, COVID-19's impact on all other causes of death and the timing of
effective treatments and/or a vaccine for COVID-19. Given these many variables,
the Company cannot reliably predict the future impact of the pandemic on its
business, results of operations and financial condition. In addition, clients'
ability to write new business in this environment may result in a slowdown in
the Company's new business temporarily, however, much of the Company's premiums
and other revenues are contractually recurring for many years to come.
One of the Company's priorities continues to be the safety and well-being of its
employees and clients, as such its business continuity plans are still activated
and the actions taken to protect both employees and clients, such as working
from home, restricting travel, conducting meetings remotely, and reinforcing the
importance of face coverings, good hygiene and social distancing, also continue.
The Company's offices worldwide are at a minimum adhering to local government
mandates and guidelines regarding occupancy levels, however in certain
situations the Company's guidelines are more restrictive than those of local
governments.
The Company has not currently experienced any significant disruptions to its
daily operations, despite most of its workforce continuing to work remotely.
Expenses incurred to implement its business continuity plans, including work
from home arrangements, are not material and have been more than offset by
reduced travel and other expenses during the three and six months ended June 30,
2020. However, COVID-19 may create operational risks and related impacts, which
may include a reduction in new business volumes from slower sales, impacts to
the Company's workforce productivity due to travel restrictions, temporary
office closures and increased remote working situations, and potential client
delays in paying premiums and reporting claims. The Company is heavily reliant
on timely reporting from its clients and other third parties. While operational
risks, including privacy and cybersecurity risks, are heightened during remote
working situations the Company has implemented increased communication related
to these risks to all its workforce and continues to monitor its programs,
processes and procedures designed to manage these risks.
Given the many variables and uncertainties in the amounts and timing of claims,
the Company is unable to reliably predict the ultimate claims it will experience
as a result of the pandemic, however an infectious pandemic will negatively
impact the profitability of the Company's life and health business due to
increased claims. The variables and uncertainties include age, gender,
comorbidities, other insured versus general population characteristics,
geography-specific institutional and individual mitigating

                                       46

--------------------------------------------------------------------------------

Table of Contents

actions, medical capacity, and other factors. To date, general population COVID-19 deaths have been heavily concentrated in individuals aged 70 and older and with pre-existing comorbidities. The Company's insured population has lower exposure to older ages than the general population and covers a generally healthier population due to underwriting and socioeconomic factors of those purchasing insurance. Following revisions to the Company's model, based on updated external data and the Company's claim experience to date, which revised models are subject to the many variables and uncertainties noted above, the financial impact of COVID-19 on the Company is projected to be lower than previous estimates for the same level of general population deaths. The U.S. is expected to continue being the key driver of mortality claim costs, followed by the UK and Canada. Utilizing the Company's updated model and assuming, beginning in the third quarter, an additional 200,000 U.S future general population deaths, 50,000 future general population deaths in the UK, 10,000 future general population deaths in Canada as well as representative amounts in the Company's other global markets, the resulting impact on the Company is estimated to be an additional $400 million to $600 million of pre-tax mortality claim costs beginning in the third quarter. These estimates assume that all COVID-19 claims are marginal extra claims and not accelerations of claims. In addition, the Company's longevity business is expected to act as a modest offset to excess life reinsurance claims and has not been netted from the estimates above. For the three months ended June 30, 2020, the Company estimates it has incurred $300 million of COVID-19 related life and health claim costs, including amounts incurred but not reported, with approximately $240 million of that amount being associated with U.S. Individual Mortality. However, as is normally the case, a more in depth review of claims will occur as clients provide additional information regarding cause of death in subsequent months. In some cases, cause of death may not specifically be identified as COVID-19 related even though such may be the case. The Company did experience a higher incidence of older age death claims in the U.S. during the three and six months ended June 30, 2020, and the highest mortality ratios were in states with the highest general population COVID-19 deaths. Additional analysis and information from clients will allow the Company to refine the impact of COVID-19 on current quarter and year to date results.

The global financial markets continue to be in a state of uncertainty due to COVID-19 mandated economic shutdowns and historically large and rapid central bank and fiscal policies meant to offset the economic impact of the pandemic. The economic weakness and uncertainty caused by these events may also adversely affect the Company's financial performance. 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. The current market environment may result in certain investments being downgraded which can affect conformance with these limits. The Company expects to incur a higher-than-normal level of investment impairments during the remainder of 2020, however it is unable to predict the amount of such impairments. The level of such impairments will depend on broad economic conditions and the pace at which global economies recover from the effects of COVID-19. The Company recognized $34 million of impairment losses and changes in the credit allowance for its available-for-sale fixed maturities for the six months ended June 30, 2020. The net impact to the credit allowance for available-for-sale fixed maturity securities was immaterial for the second quarter as new allowances were offset by sales and improved fair values on previously impaired securities. The valuation allowance on mortgage loans increased by $17 million and $30 million for the three and six month ended June 30, 2020, respectively. During the second quarter the Company recognized $5 million of impairments on limited partnerships. In addition, the Company may experience a short-term decrease in cash flows from its commercial mortgage loan portfolio as it assists borrowers that are affected by the current economic environment. See "Investments" for more information. The Company's liquidity is monitored and managed on a daily basis to ensure all current and future liquidity demands can be met, and that it maintains access to liquidity resources to meet even extreme tail risk liquidity needs. In addition, RGA maintains a number of arm's length arrangements for mobilizing liquidity throughout the group. Like many companies, liquidity is being enhanced by holding more cash received in the course of its normal operating and investing activities. The Company also suspended common stock repurchases until further notice. Key liquidity resources available to the group include: • Holdings of cash and cash equivalents of $4.3 billion as of June 30, 2020,

• Cash flows from investments, which is approximately $2 billion per year,




•      Access to $850 million of cash through the Company's committed syndicated
       credit facility, and


•      Access to over $500 million of cash through the membership in the Federal
       Home Loan Bank of Des Moines.

In order to further enhance its capital and liquidity position, the Company executed two capital market transactions during the quarter. On June 5, 2020, the Company completed an offering of its common stock and received net proceeds of approximately $481 million. On June 9, 2020, the Company completed the offering of $600 million aggregate principal amount of its 3.150% Senior Notes due 2030 (the "Senior Notes"), which will be used to repay the $400 million 5.000% senior notes due 2021 and for general corporate purposes. The public offering price of the Senior Notes was 99.472% of the principal amount, and the Company received net proceeds of approximately $593 million.



                                       47

--------------------------------------------------------------------------------

Table of Contents




Additional sources of liquidity for RGA's operating subsidiaries include
near-term reinsurance cash flows, sales of invested assets, and potentially
other forms of borrowing.
RGA's operating subsidiaries continue to be well capitalized and the Company
continues to monitor its solvency position under multiple capital regimes on a
regular basis while considering both its developing experience and economic
conditions. In addition, the Company utilizes its internal capital model to
assess its ability to meet its long-term obligations under a range of stress
scenarios on a consolidated basis. This internal capital model is also used as
the capital basis for RGA's consolidated Own Risk and Solvency Assessment.
The Company's primary insurance subsidiaries' financial strength ratings are
strong, with all having an S&P rating of AA-, and some of those also having a
Moody's rating of A1, and an A.M. Best rating of A+. In addition, even though
the insurance subsidiaries' various capital ratios and solvency measures may be
somewhat weakened due to the COVID-19 pandemic and the economic environment, RGA
believes its various subsidiaries would remain financially solvent under such a
pandemic scenario. Reinsurance treaties, whether facultative or automatic,
generally provide recapture provisions. Most U.S. based reinsurance treaties
include a recapture right for ceding companies, generally after 10 years.
Outside of the U.S., treaties primarily include a mutually agreed-upon recapture
provision. Recapture rights permit the ceding company to reassume all or a
portion of the risk formerly ceded to the reinsurer. In some situations, the
Company has the right to place assets in trust for the benefit of the ceding
company in lieu of recapture. Additionally, certain treaties may grant recapture
rights to ceding companies in the event of a significant decrease in RGA
Reinsurance Company's NAIC risk based capital ratio or financial strength
rating. The RBC ratio trigger varies by treaty, with the majority between 125%
and 225% of the NAIC's company action level. Financial strength rating triggers
vary by reinsurance treaty with the majority of the triggers reached if the
specific legal entity's financial strength rating falls five notches from its
current rating of "AA-" to the "BBB" level on the S&P scale. Similar solvency
and ratings based on recapture rights exist on treaties with other operating
companies. Recapture of business previously ceded does not affect premiums ceded
prior to the recapture of such business, but would reduce premiums and insurance
liabilities in subsequent periods. Upon recapture, the Company would reflect a
net gain or loss on the settlement of the assets and liabilities associated with
the reinsurance treaty. In some cases, the ceding company is required to pay the
Company a recapture fee.
Globally, regulators are closely monitoring the COVID-19 pandemic and its
possible impact on the insurance industry. Various regulators and other
authorities have been requiring regulated entities to review their business
continuity plans and to address potential pandemic risk in their contingency
plans. In addition, some regulators have adopted or are considering adopting
measures to provide temporary relief in respect to certain regulatory
requirements and also to policyholders. These regulatory initiatives have
accompanied a range of measures by governments and central banks, such as
interest rate cuts and other measures, in a number of jurisdictions to support
and stimulate the economy. The Company expects that regulators and other
authorities will continue monitoring the spread and effects of COVID-19 closely
over the next few months and adapt their guidance and additional requirements as
the situation develops.
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.


                                       48

--------------------------------------------------------------------------------

Table of Contents




Critical Accounting Policies
The preparation of financial statements in conformity with GAAP requires the
application of accounting policies that often involve a significant degree of
judgment. Management, on an ongoing basis, reviews estimates and assumptions
used in the preparation of financial statements. If management determines that
modifications in assumptions and estimates are appropriate given current facts
and circumstances, results of operations and financial position as reported in
the condensed consolidated financial statements could change significantly.
Management believes the critical accounting policies relating to the following
areas are most dependent on the application of estimates and assumptions:
Premiums receivable;
Deferred acquisition costs;
Liabilities for future policy benefits and incurred but not reported claims;
Valuation of investments and impairments to specific investments;
Valuation of embedded derivatives; and
Income taxes.
A discussion of each of the critical accounting policies may be found in the
Company's 2019 Annual Report under "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Critical Accounting Policies.

© Edgar Online, source Glimpses