RGA 10-K & 10-Q changes, risk factors and insider trading

In the Risk Factors below, we refer to the Company as “we,” “us,” or “our.” Investing in our securities involves certain risks. Any of the following risks could materially adversely affect our business, financial condition or results of operations. These risks are not exclusive, and additional risks to which we are subject include, but are not limited to, the factors mentioned under “Cautionary Note Regarding Forward-Looking Statements” in Item 7 below and the risks of our businessesbusiness described elsewhere in this Annual Report on Form 10-K. Many of these risks are interrelated and occur under similar business and economic conditions, and the occurrence of certain of them may in turn cause the emergence, or exacerbate the effect, of others. Such a combination could materially increase the severity of the impact on our business, liquidity, financial condition and results of operations.

We make assumptions when pricing our productsbusiness relating to mortality, morbidity, lapsation, investment returnsreturns, expenses and expenses,other factors, and significant deviations in experience compared to our initial expectations could negatively affect our financial condition and results of operations.

Our lifebusiness reinsurance contracts exposeexposes us to mortality, morbiditymorbidity, lapse and lapseother risk.risks. Our risk analysis and underwriting processes are designed with the objective of controlling the quality of the business and establishing appropriate pricing for the risks we assume. Among other things, these processes rely heavily on our underwriting,underwriting and due diligence, our analysis of mortality, longevity and morbidity trends, lapse rates, investment returns, and expenses and our understanding of medical impairments and their effect on mortality, longevity or morbidity.

We expect mortality, longevity, morbidity and lapse experience to fluctuate somewhat from period to period but believe that they should remain reasonably predictable over a period of many years. For example, mortality, longevity, morbidity or lapse experience that is less favorable than the rates that we used in pricing a reinsurance agreement may cause our net income to be less than otherwise expected because the premiums we receive for the risks we assume may not be sufficient to cover the claims and expected profit margin. Furthermore, even if the total benefits paid over the life of the contract do not exceed the expected amount, unexpected increases in the incidence of deaths or illness can cause us to pay more benefits in a given reporting period than expected, adversely affecting our net income in any particular reporting period. We perform annual tests to establish that deferred policy acquisition costs remain recoverable at all times. These tests require us to make a significant number of assumptions. If our financial performance significantly deteriorates to the point where a premium deficiency exists, a cumulative charge to current operations will be recorded, which may adversely affect our net income in a particular reporting period.

We regularly review our reserves and associated assumptions as well as actual compared to expected experience as part of our ongoing assessment of our business performance and risks. If we concludedetermine that our reserves are insufficient to cover actual or expected policy and contract benefits and claim paymentsclaims as a result of changes in experience, assumptions or otherwise, we would be required to increase our reserves and incur charges in the period in which weour makeassumptions theare determination.updated. The amountsimpacts of suchassumption increases may be significant,updates and thisvariances couldfrom materiallyexpected adverselyexperience affectare ourreflected financialas conditionfuture andpolicy resultsbenefits ofremeasurement operationsgains or losses, and may requireresult usin income statement volatility. Income statement volatility related to generateassumption orupdates fundand additionalvariances capitalfrom expected experience may cause income statement volatility primarily in ourcapped businesses.and floored cohorts.

OurAs discussed in more detail below, our financial condition and results of operations may also be adversely affected if our actual investment returns and expenses differ from our pricing and reserve assumptions. 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 materially from our pricing and reserve assumptions.

Our business, results of operations and financial condition have been, and may continue to be, adversely affected by epidemics and pandemics, such as COVID-19,pandemics and responses thereto.

Epidemics and pandemics can adversely affect our business, financial condition and results of operations because they exacerbate mortality and morbidity risk. The likelihood, timing, and severity of these events cannot be predicted. An epidemic or pandemic could have a major impact on the global economy or the economies of particular countries or regions, including travel, trade, tourism, the health system, food supply, consumption,consumption and overall economic output. Any such eventsevent could have a material negative impact on the financial markets, potentially impacting the value and liquidity of our invested assets, access to capital markets and credit,credit and the business of our clients. In addition, an epidemic or pandemic that affectedaffects our employees or the employees of companies with which we do business could disrupt our business operations. The effectiveness of external parties, including governmental and non-governmental organizations, in combating the spread and severity of such an event could have a material impact on the losses we experience. These events could cause a material adverse effect on our results of operations in any period and, depending on their severity, could also materially and adversely affect our financial condition.

COVID-19A increasedfuture mortalityepidemic, ratespandemic inor certain jurisdictions and populations. Additionally, COVID-19 and the response thereto caused significant disruption in the international and U.S. economies and financial markets and severely impacted, global economic conditions, which resulted in substantial volatility in the global financial markets, increased unemployment and operational challenges such as the temporary closures of businesses, sheltering-in-place directives and increased remote work protocols. Anan increase in the number of future COVID-19 cases or a future epidemic or pandemic may again raiseimpact mortality rates in certain jurisdictions and populations and cause additional disruptions in international and U.S. economies and financial markets, which could severely impact our business, results of operations and financial condition. Future increases in COVID-19 cases or the severity of prevalent virus strains, the availability, effectiveness and use of treatments and vaccines, and the extent and success of actions by governments and central banks, the adverse mortality rates and impact on the global economy may deepen, and our results of operations and financial condition in future quarters may be adversely affected. Additionally, the long-term health consequences for individuals who have recovered from COVID-19 and the related impact, if any, on mortality and morbidity are all unknown.

Our reinsuranceinsurance subsidiaries are highly regulated, and changes in these regulations could negatively affect our business.

Our reinsuranceinsurance subsidiaries are subject to government regulation in each of the jurisdictions in whichwhere they are licensed or authorized to do business. Governmental agencies have broad administrative power to regulate many aspects of the reinsurance business, which may include reinsurance terms and capital adequacy. These agencies are concerned primarily with the protection of policyholders and their direct insurers rather than shareholders or holders of debt securities of reinsurance companies. Moreover, insurance laws and regulations, among other things, establish minimum capital requirements and limit the amount of dividends, tax distributions and other payments our reinsuranceinsurance subsidiaries can make without prior regulatory approval, and impose restrictions on the amount and type of investments we may hold. Changes in any laws applicable to us could negatively affect our business.

We operate in the U.S. and in many jurisdictions around the world. WeOur operations in international jurisdictions are subject to the laws and insurance regulations of the U.S. Additionally, a substantial portion of our operations occur outside of the U.S. These international businesses are subject to the insurance, tax and other laws and regulations in the countries in which they are organized and in which they operate. These laws and regulationsthat may apply heightened scrutiny to non-domestic companies, which can adversely affect our operations, liquidity, profitability and regulatory capital. From time to time, foreign governments and regulatory bodies consider legislation and regulations that could subject us to new or different requirements and such changes could negatively impact our operations in the relevant jurisdictions. See “Item 1. Business – B. Corporate Structure – Regulation” for a summary of certain U.S. state and federal laws and foreign laws and regulations applicable to our business. Our failure to comply with these and other laws and regulations could subject us to penalties from governmental or self-regulatory authorities, costs associated with remedying any such failure or related claims, harm to our business relationships and reputation, or interrupt our operations, any of which could negatively impact our financial position and results of operations.

A downgrade in our ratings or in the ratings of our reinsuranceinsurance subsidiaries could adversely affect our ability to compete.

Our financial strength and credit ratings are important factors in our competitive position. Rating organizations periodically review the financial performance and condition of insurers, including our reinsuranceinsurance subsidiaries. TheseThe ratingsrating areof each or our insurance companies is based on an insurance company’sits ability to pay its obligations and areis not directed toward the protection of investors. Rating organizations assign ratings based upon several factors. While most of the factors considered relate to the rated company, some of the factors relate to general economic conditionsconditions, market volatility and circumstances outside the rated company’s control. The various rating agencies periodically review and evaluate our capital adequacy in accordance with their established guidelines and capital models. In order to maintain our existing ratings, we may commit from time to time to manage our capital at levels commensurate with such guidelines and models. If our capital levels are insufficient to fulfill any such commitments, we could be required to reduce our risk profile by, for example, retroceding some of our business or by raising additional capital by issuing debt, or hybrid or equity securities. Additionally, rating agencies may make changes in their capital models and rating methodologies, which could increase the amount of capital required to support our ratings.

Any downgrade in the ratings of our reinsuranceinsurance subsidiaries could adversely affect their ability to sell products, retain existing business, and compete for attractive acquisition opportunities. The ability of our subsidiaries to write reinsurance is partially dependent on their financial condition and is also influenced by their ratings. Upon certain downgrade events, some of our reinsurance contracts would either permit our client ceding insurers to terminate such reinsurance contracts or require us to post collateral to secure our obligations under these reinsurance contracts, either of which could negatively impact our ability to conduct business and our results of operations. Ratings are subject to revision or withdrawal at any time by the assigning rating organization. A rating is not a recommendation to buy, sell or hold securities, and each rating should be evaluated independently of any other rating.

We believe that the rating agencies consider the financial strength and flexibility of a parent company and its consolidated operations when assigning a rating to a particular subsidiary of that company. A downgrade in the rating or outlook of RGA, among other factors, could adversely affect our ability to raise and then contribute capital to our subsidiaries for the purpose of facilitating their operations and growth. A downgrade could also increase our own cost of capital. For example, the facility feefees and interest raterates for our syndicated revolving credit facility and certain other credit facilities are based on our senior long-term debt ratings. A decrease in those ratings could result in an increase in costs under those credit facilities.

We cannot assure you that actionsActions taken by ratings agencies wouldmay not result incause a material adverse effect on our business, financial condition or results of operations. In addition, it is unclear what effect, if any, a ratings change wouldmay have a negative impact on the price of our securities in the secondary market.

As described in “Item 1. Business – B. Corporate Structure – Regulation – U.S. Regulation”, Regulation XXX and principles-based reserves (commonly referred to as PBR) requires U.S. life insurance companies to hold a relatively high level of regulatory reserves on their financial statements for various types of life insurance business. Based on the assumed growth rate in our current business plan and the increased level of regulatory reserves associated with some of this business, we expect the amount of our required regulatory reserves and our need to finance these reserves may continue to grow. Changes in laws and regulations and our ability to retrocede certain business may impact our reserving requirements and thus our financial condition and results of operations.

In many cases, for us to reduce regulatory reserves on business that we retrocede, the affiliated or unaffiliated reinsurer must provide an equal amount of regulatory-compliant collateral. The availability of collateral and the related cost of such collateral in the future could affect the type and volume of business we reinsure and could increase our costs. We may need to raise additional capital to support higher regulatory reserves, which could increase our overall cost of capital. If we, or our retrocessionaires, are unable to obtain or provide sufficient collateral to support our statutory ceded reserves, we may be required to increase regulatory reserves. In turn, this reserve increase could significantly reduce our statutory capital levels and adversely affect our ability to satisfy required regulatory capital levels, unless we are able to raise additional capital to contribute to our operating subsidiaries. Furthermore, term life insurance is a particularly price-sensitive product, and any increase in insurance premiums charged on these products by life insurance companies, in order to compensate them for the increased statutory reserve requirements or higher costs of insurance they face, may result in a significant loss of volume in their life insurance operations, which could, in turn, adversely affect our life reinsurance operations. We cannotmay assure you that we willnot be able to implement actions to mitigate the effect of increasing regulatory reserve requirements.

RGA is an insurance holding company, with our principal assets consisting of the stock of our reinsurance companyinsurance subsidiaries, and substantially all of our income is derived from those subsidiaries. Our ability to pay principal and interest on any debt securities or dividends on any preferred or common stock depends, in part, on the ability of our reinsurance companyinsurance subsidiaries, our principal sources of cash flow, to declare and distribute dividends or advance money to RGA. We are not permitted to pay common stock dividends or make payments of interest or principal on securities that rank equal or junior to our subordinated debentures and junior subordinated debentures, until we pay any accrued and unpaid interest on such debentures. Our reinsurance companyinsurance subsidiaries are subject to various statutory and regulatory restrictions, applicable to insurance companies generally, that limit the amount of cash dividends, loans and advances that those subsidiaries may pay to us. Covenants contained in certain of our debt agreements also restrict the ability of certain subsidiaries to pay dividends and make other distributions or loans to us. In addition, we cannot assure you that more stringent dividend restrictions will notmay be adopted, as discussed above under “Our reinsuranceinsurance subsidiaries are highly regulated, and changes in these regulations could negatively affect our business.”

As a result of our insurance holding company structure, upon the insolvency, liquidation, reorganization, dissolution or other winding-up of one of our reinsuranceinsurance subsidiaries, all creditors of that subsidiary would be entitled to payment in full out of the assets of such subsidiary before we, as shareholder, would be entitled to any payment. Our subsidiaries would have to pay their direct creditors in full before our creditors,creditors and investors, including holders of common stock, preferred stock or debt securities of RGA, could receive any payment from the assets of such subsidiaries.

A significant portion of our net premiums comecomes from our operations outside of the U.S. OneIn ofaddition to the risks we are exposed to in our strategiesU.S.-based isoperations, toour grownon-U.S. based insurance subsidiaries are highly regulated and changes in these internationalregulations operations.could Internationalnegatively operationsaffect subjectour us to various inherent risks. We may not be able to manage the growth of these operations effectively, particularly given the recent rates of growth.business. Our international operations expose us to mortalityother andrisks, morbiditywhich experience,may andvary supplysubstantially andby demandcountry, forincluding ourpolitical, productsfinancial thator aresocial specificinstability toor these markets as well as alteredconditions, exposure to biometric,the creditmacroeconomic andenvironment otherin risksinternational that may be difficult to anticipate. In addition tomarkets, the regulatory environment and foreignactions currencyof risksnon-U.S. identifiedgovernmental above, other related risks includeauthorities, uncertainty arising out of foreign government sovereignty over our international operations, potentially uncertain or adverse tax consequences and potential reduction in opportunities resulting from market access restrictions.

We cannotmay assure you that we willnot be able to manage the risks associated with our international operations effectively or thatand these risks will notmay have an adverse effect on our business, financial condition or results of operations.

In the normal course of business, we seek to limit our exposure to losses from our reinsurance contracts by ceding a portion of the reinsurance to other insurance enterprises or retrocessionaires. We cannot assure you that theseThese insurance enterprises or retrocessionaires willmay not be able to fulfill their obligations to us. We are also subject to the risk that our clients will be unable to fulfill their obligations to us under our reinsurance agreements with them.

We rely upon our insurance company clients to provide timely, accurate information. We may experience volatility in our earnings as a result of erroneous or untimely reporting from our clients. We also rely on original underwriting decisions made by our clients and cannot assure you that our clients’ processes willmay not adequately control business quality or establish appropriate pricing.

For some reinsurance agreements, the ceding company withholds and legally owns and manages assets equal to the net statutory reserves, and we reflect these assets as funds withheld on reinsurance assumed on our balance sheet. If a ceding company was to become insolvent, we would need to assert a claim on the assets supporting our reserve liabilities. We would attempt to mitigate our risk of loss by offsetting amounts for claims or allowances that we owe the ceding company with amounts that the ceding company owes to us. We are subject to the investment performance on the withheld assets, although we do not directly control them. We help to set, and monitor compliance with, the investment guidelines followed by these ceding companies. However, to the extent that such investment guidelines are not appropriate, or to the extent that the ceding companies do not adhere to such guidelines, our risk of loss could increase, which could materially adversely affect our financial condition and results of operations. Upon the insolvency of a ceding company, we may not be able to apply such assets to our reserve liabilities. For additional information on funds withheld at interest, see “Investments – Funds Withheld at Interest” in Management’s Discussion and Analysis of Financial Condition and Results of Operations.

We use the services of third parties such as asset managers, software vendors and administrators to perform various functions that are important to our business. For instance, we have engaged third party investment managers to manage certain assets where our investment management expertise is limited, who we rely on to provide investment advice and execute investment transactions that are within our investment policy guidelines. Our third-party service providers rely on their computer and information security systems and their ability to maintain the security, confidentiality, integrity and privacy of those systems and the data residing on such systems. Our service providers have been and may in the future be subject to cybersecurity attacks and may not sufficiently protect their information technology and related data, which may impact their ability to provide us services and protect our data, which may subject us to losses and harm our reputation. In turn, vendors of our service providers have and may in the future be subject to such attacks. Poor performance on the part of our service providers or any related outside vendors could negatively affect our operations and financial performance.

We operate in a highly competitive and dynamic industry and competition, tax law changes,competition and other factors could adversely affect our business.

The reinsurance industry is highly competitive, and we encounter significant competition in all lines of business from other reinsurance companies, as well as competition from other providers of financial services. Our competitors vary by geographic market, and many of our competitors have greater financial resources and greater financial flexibility than we do. Our ability to compete depends on, among other things, pricing and other terms and conditions of reinsurance agreements, our ability to maintain strong financial strength ratings, and our service and experience in the types of business that we underwrite.

The insurance and reinsurance industries are subject to ongoing changes from market pressures brought about by customer demands, changes in law, changes in economic conditions such as interest rates and investment performance, technological innovation, marketing practices and new providers of insurance and reinsurance solutions. Failure to anticipate market trends or to differentiate our products and services may affect our ability to grow or maintain our current position in the industry. AFederal failureand bystate regulators are increasing their scrutiny of insurers’ underwriting, and pricing practices, including the insuranceuse industryof artificial intelligence, predictive models, and non-traditional data sources, due to meetconcerns evolvingthat consumersuch demands,practices includingmay demandscreate tounfair addressdiscrimination or disparate impacts thaton certain groups. Regulatory standards in this area are rapidly evolving and may existbe againstsubject certainto groupsdiffering ininterpretations. insurers’As a result, we may be required to change our models, data sources, underwriting practices, incur significant compliance and salesgovernance models,costs, or face regulatory examinations, investigations, enforcement actions, penalties, litigation, or reputational harm, any of which could adversely affect the insurance industry and our operating results. Similarly, our failure to meet the changing demands of our insurance company clients through innovative product development, effective distribution channels and investments in technology could negatively impact our financial performance over the long-term. Additionally, our failure to adjustadapt our strategies in response to changing economic conditions or changing competitive dynamics could impact our competitive position and have a material adverse effect on our business, financial condition and results of operations.

We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Tax laws, regulations and administrative practices in various jurisdictions may be subject to significant change, with or without notice, due to economic, political and other conditions, and significant judgment is required in evaluating and estimating our provision and accruals for these taxes. We may, from time to time, have deferred tax assets including those related to foreign tax credits, net operating and capital losses, which could result in a valuation allowance if future projections cannot demonstrate an ability to utilize these taxes. Furthermore, we establish deferred tax assets to the extent that our portfolio of fixed maturity securities is in an unrealized loss position. Realization of these losses could result in the inability to recover all of the tax benefits, resulting in a valuation allowance against the deferred tax asset. Realized losses may have a material adverse impact on our results.

The U.S. Treasury Department and the IRS continue to issue guidance under the U.S. Tax Cuts and Jobs Act as well asAct, the Inflation Reduction ActAct, passedand inthe AugustOne 2022,Big Beautiful Bill Act, that may result in interpretations different from ours. Furthermore, Bermuda enacted the Corporate Income Tax of 2023 and the majority of the foreign jurisdictions in which thewe Company operatesoperate enacted a global minimum taxtax. In addition, the Organization for Economic Cooperation and othersDevelopment are(“OECD”) expectedhas todeveloped Model Global Anti-Base Erosion rules under Pillar II legislation, and additional countries in which we operate may also enact asuch globallegislation. minimumThese developments have resulted in increased tax withinexpense aand year.additional Guidancetax compliance burdens, and future guidance is expected to continue thatwhich could result in further changes to global taxation andthat materially affect our financial position and results of operations.

The Company’sOur consolidated financial statements are prepared in conformity with GAAP. If we are required to adopt revised accounting standards in the future,standards, it may adversely affect our reported results of operations and financial condition. For a discussion of the impact of new accounting pronouncements issued but not yet implemented, see Item 8. “Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 3 New Accounting Standards.”

Our business is highly dependent upon the effective operation of our computerinformation security systems. The failure of our computerinformation security systems or disaster recovery capabilities for any reason could cause significant interruptions in our operations and result in a failure to maintain the security, confidentiality, integrity or privacy of sensitive or personal data related to our customers, insured individuals or employees. Like other global companies, we haveare experiencedregularly threatsthe target of cybersecurity attacks and other attempts to gain unauthorized access to, or breach our data and systems fromand timecybersecurity threats are becoming more frequent and sophisticated. In addition, the rapid evolution and increased adoption of artificial intelligence technologies may heighten our cybersecurity risks by making cybersecurity attacks more difficult to time.detect, However,contain weand have not detected or identified any evidence to indicate we have experienced a material breach of cybersecurity.mitigate. Administrative and technical controls, security measures and other preventative actions we take to reduce the risk of such incidents and protect our information technology may not be sufficient to prevent physical and electronic break-ins, and similar disruptions from unauthorized tampering with our computer and information security systems. Despite our continued efforts, cybersecuritywe threatshave areexperienced becomingsecurity moreincidents frequentfrom and sophisticated. Failuretime to staytime. aheadAny offailure suchin advancesour hassecurity led to andmeasures could lead to the misappropriation, intentional or unintentional unauthorized disclosure or misuse of personal data that we or our vendors store and process. SuchIf our information security systems or the information systems of any third parties with which we interact, are disrupted or compromised, in a failuremanner which impacts us or our information security systems, as a result of a cybersecurity attack, a security incident, including a data breach, or other security incident could result in liabilities and penalties, have an adverse impact on our financial results and growth prospects, cause interruption of normal business operations, cause us to incur substantial costs, harm our reputation, subject us to investigations, litigation, regulatory sanctions and other claims and expenses, lead to loss of customers and revenues and otherwise adversely affect our business, financial condition or results of operations. Additionally, we are subject to cybersecurity reporting obligations in different jurisdictions that vary in their scope and application, which may create conflicting reporting obligations and inhibit our ability to quickly provide complete and reliable information to business relations and regulators, as well as the public.

We rely on our computer and our information security systems for a variety of business functions across our global operations, including for the administration of our business, underwriting, claims, performing actuarial analysis and maintaining financial records. We depend heavily upon these computer systems to provide reliable service, data and reports. Upon a disaster such as a natural catastrophe, pandemic, epidemic, industrial accident, blackout, computer virus, terrorist attack or war, unanticipated problems with our disaster recovery systems could have a material adverse impact on our ability to conduct business and on our financial condition and results of operations, particularly if those problems affect our computer-based data processing, transmission, storage and retrieval systems and destroy valuable data. While we maintain liability insurance for cybersecurity and network interruption losses, our insurance may not be sufficient to protect us against all losses. We have engaged software vendors to support our disaster recovery systems. If an unknown fourth party of ours, upon whom we and/or a significant third party of ours relies, experiences a disaster or prolonged unavailability, our ability to deploy our disaster recovery systems and effectively conduct business could be severely compromised. In addition, if a significant number of our managers were unavailable upon a disaster, our ability to effectively conduct business could be severely compromised. These interruptions also may interfere with our clients’ ability to provide data and other information to us, and our employees’ ability to perform their job responsibilities.

There has been increased scrutiny, including from U.S. state and foreign regulators, regarding the use of “big data” techniques, including machine learning. For instance, the New York State Department of Financial Services (“NYDFS”) Part 500 Cybersecurity Regulation (the “Cybersecurity Regulation”) does not directly applyapplies to us because one of our insurance subsidiaries is licensed in New York. Additionally, the CompanyCybersecurity butRegulation italso does applyapplies to many of our clients. As such, theThe Cybersecurity Regulation requires these clientscompanies to implement written policies and procedures designed to ensure (i) the existence and soundness of their cybersecurity programs and (ii) the security of information systems and nonpublic information that are accessible to, or held by, third party service providers, such as the Company.providers. The NYDFS has increased enforcement of its Cybersecurity Regulation in recent years and has proposed amendments thereto which include enhanced data protection, governance, monitoring and planning, notification and technical requirements. Further, all U.S. states have enacted breach notification laws and over a dozen states have enacted comprehensive privacy regulations. These comprehensive privacy regulations provide certain exemptions thatwe the Company expectsexpect will continue to apply to a significant portion of itsour business. Internationally, new and proposed regulations designed to limit the ability to transfer data from one country to another may make the Company’s operations less efficient. Many of these regulations either do not anticipate the processing of personal data for reinsurance purposes at all or place costly restrictions on the ability of a reinsurer to service its business by requiring processing to be done within that country’s borders.

It is possible that we will be subject to new or changing regulations that could impose restrictions and limitations on the way we implement the use of personal data, “big data” or machine learning. Our failure to adhere to any existing or new guidelines could subject us to litigation, investigation, sanctions, and enforcement actions, resulting in reputational harm or otherwise have a material impact on new and existing business, our financial condition and results of operations.

We also rely on our unsecured credit facilities, including our $850 million syndicated credit facility, as potential sources of liquidity. Our credit facilities contain administrative, reporting, legal and financial covenants, and our syndicated credit facility includes requirements to maintain a specified minimum consolidated net worth and a minimum ratio of consolidated indebtedness to total capitalization. If we were unable to access our credit facilitiesfacilities, it could materially impact our capital position. The availability of these facilities could be critical to our credit and financial strength ratings and our ability to meet our obligations as they come due in a market when alternative sources of credit are unavailable.

Our results of operations, financial condition, cash flows and statutory capital position are materially affected by conditions in the global capital markets and the economy generally, both in the U.S. and elsewhere around the world. PoorA recession in the U.S. or other countries, poor economic conditions, major central bank policy decisions, prolonged or elevated inflation, volatility and disruptions in capital markets or financial asset classes and geopolitical upheaval (including trade disputes) can have an adverse effect on our business because of our exposure to credit and equity markets and because our investment portfolio and some of our liabilities are sensitive to changing market factors. Additionally, disruptions in one market or asset class can also spread to other markets or asset classes.

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) adversechanges in mortality, morbidity, policyholder behavior, claims experience, investment returns, interest rates, expenses and other factors as compared to our pricing assumptions; (2) investment results, whether from changes in mortalityeconomic, (whethercapital- relatedand tocredit-market COVID-19conditions, asset selection, or otherwise), morbidity, lapsation or claims experience, (2) inadequate risk analysis and underwriting, (3) adverse capital and credit market conditionsotherwise, and their impact on the Company’s investment securities, liquidity, portfolio yields, credit quality, access to capital andcapital, cost of capital, and amount of capital required for regulatory and contractual purposes; (43) 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,Company; (54) the availabilityavailability, amount, cost, and costmarket value of collateral necessary for regulatory reservesreserves, capital, and capital,client obligations; (65) requirements to post collateral or make payments due to declineschanges in thelaws marketand valueregulations, oftax assetspolicy subjectand rates, accounting standards, and privacy, data security and cybersecurity regulations applicable to the Company’sCompany collateraland arrangements, (7) actionactions by regulators who havewith authority over the Company’s reinsurance operations in the jurisdictions in which it operates, (8) the effect of the Company parent’s statusoperations, as anwell insurance holding company andas regulatory restrictions on itsthe ability of Company subsidiaries to pay principaldividends to the Company; (6) the impact of and interest on its debt obligations, (9) general economic conditions orin the U.S. and globally, including as a prolongedresult economicof downturninflation, interest rate levels, geopolitical instability, and impacts from the imposition of, or changes in tariffs, as well as the stability of and actions by governments, central banks, and economies in jurisdictions where the Company operates, affecting interest rates, markets generally, or the demand for insurance and reinsurance; in(7) the stability and financial performance of clients, reinsurers, third-party investment managers and other institutions and the effects of the Company’s currentdependence andon plannedsuch markets,third parties; (108) the impairmenteffectiveness of other financial institutions and its effect on the Company’s business,risk (11)management fluctuationsstrategy, inpolicy, U.S.and procedures, whether relating to reinsurance, investment strategy, operations, or foreign currency exchange rates, interest rates, or securities and real estate markets,otherwise; (129) marketthe orimpact economicof conditionsimpairments that adversely affectof the value of the Company’s investment securities or result in the impairment of all or a portion of the value of certain ofon the Company’s investmentcapital 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 managementrequirements 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,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, (1910) the threat of catastrophic events such as pandemics, epidemics, other major health issues, natural disasters, catastrophes,war, terroristmilitary attacks,actions, pandemics,and epidemicsterrorism or other majoracts publicof health issues anywhere in the world where the Company or its clients do business,violence; (2011) competitive factors and competitors’ responses to the Company’s initiatives,initiatives; (2112) development and introduction of new products and distribution opportunities,opportunities (22) execution of the Company’sand entry into new markets,lines of business and markets; (2313) the impact of the development and adoption of artificial intelligence; (14) the effect of acquisitions and other significant transactions, including risks related to the integration of acquired blocks of business and entities,entities and the Company’s ability to achieve the expected benefits of such transactions, including the transaction entered into with subsidiaries of Equitable Holdings, Inc. on July 31, 2025; (2415) interruption or failure of the Company’s telecommunication, information technologytechnology, 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,systems; (2516) adverse developments with respect to litigation, arbitrationarbitration, or regulatory investigations or actions; (2617) therisks adequacyassociated ofwith reserves,our resourcesinternational andoperations, accurateincluding information relatingrelated to settlements, awards and terminated and discontinued lines of business, (27) changesfluctuation in laws,foreign regulations,currency andexchange accounting standards applicable to the Company or its business, including Long Duration Targeted Improvement accounting changesrates; and (2818) 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, except as required under applicable securities law. For a discussion of thesethe 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 this Annual Report on Form 10-K, as may be supplemented by Item 1A – “Risk Factors” in the Company’s subsequent Quarterly Reports on Form 10-Q and in our other periodic and current reports filed with the SEC.

The Company’s underwriting expertise and industry knowledge allowed it to expand into international markets around the world including locations in Canada, the Asia Pacific region, Europe, the Middle East, Africa and Latin America. Based on the compilation of information from competitors’ annual reports, the Company believes that it is the largest global life and health reinsurer in the world based on 20232024 life and health reinsurance revenues. The Company has also developed its capacity and expertise in the reinsurance of longevity risks, asset-intensive products (primarily annuities and corporate-owned life insurance) and financial reinsurance.

The Company’s traditional lifeTraditional reinsurance 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 or longer. To a lesser extent, the Company also reinsures certain health businessbusiness, typically reinsuredtypically, for aone shorterto duration.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 the insured, and the exercise of recapture options by ceding companies. The Company’s financialFinancial solutionsSolutions business, including significant asset-intensive and longevity risk transactions, allowallows 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.

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 are 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.

The Company believes life and health insurance companies will continue to partner with reinsurance companies to manage risk, achieve new growth, assist with capital efficiency, develop solutions across the value chain and to help navigate through changes in regulatory and accounting standards. The COVID-19 pandemic highlighted the importance of insurance products in general and the value of reinsurance as a risk management tool. In addition, the Company believes reinsurers will continue to be an integral part of the life and health insurance market due to their ability to efficiently aggregate a significant volume of life insurance in force, creating economies of scale and greater diversification of risk. As a result of having larger amounts of mortality and morbidity experience data at their disposal compared to primary life insurance companies, reinsurers tend to have more comprehensive insights into mortality and morbidity trends, creating more efficient pricing for mortality and morbidity risk. The Company also believes that the following trends in the life and health insurance industry will continue to create demand for both traditional reinsurance and financial solutions.

Cession Rates. The percentage of new life and health business being reinsured in North America has recently beguncontinued to increase following a period of decline, due to strong recurring production coupled with in force opportunities and an aging population, which increases the need for living benefit morbidity products. Cession rates in the Company’s international markets are expected to continue increasing as middle-class growth and wealth creation drive additional insurance growth. The COVID-19 pandemic highlighted the insurance protection gap, and the strategic benefits of reinsurance, and thus may lead to increased cession rates as insurance companies address the gap.

Insured Populations. The aging population in North America and elsewhere, and the growth in the emerging global middle class in the Company’s international markets,class, are increasing demand for insuranceprotection products and for financialretirement, senior protection, and savings products amongfor “babyan boomers”aging population who are concerned about protecting their peak income stream and are considering retirement and estate planning. This trend is likely to result in continuing demand for annuity products and life insurance policies, larger face amounts of life insurance policies and higher mortality and longevity risk taken by life insurers, all of which should fuel the need for insurers to seek reinsurance coverage. Additionally, in many countries, companies are increasingly interested in reducing their exposure to longevity risk related to employee retirement plans, resulting in a growing demand for pension risk transfer solutions.

•manage risk-based capital by shifting mortality and other risks to reinsurers, thereby reducing amounts of reserves and capital thethat life and health insurance companies need to maintain;

Consolidation and Reorganization within the Life Reinsurance and Life Insurance Industry. There are fewer competitors in the traditional life reinsurance industry as a result of consolidations in the industry. As a consequence, the Company believes that this will result in business opportunities for the remaining life reinsurers, particularly those with a significant market presence and strong ratings. However, competition from new entrants for large in force blocks, particularly for asset-intensive blocks, has increased in recent years. Additionally, merger and acquisition and other restructuring transactions within the life insurance industry will likely continue to occur, which the Company believes will increase the demand for reinsurance products to facilitate these transactions and manage risk.

The Company’sCompany strategy iscontinues to continuelead with expertise and innovation by prioritizing speed, impact, scale and sustainability, which enables it to capitalizedeliver on industryits trendspurpose byto ensuringmake itfinancial protection accessible to all. The Company is well positioned to meet its clients’ needs through the following initiatives:initiatives.

•Combine product development, innovation,innovation and new reinsurance structures to open or expand markets and relationships with clients.

•Leverage underwriting, data, analytics,analytics and digital expertise to grow markets.

•Foster third-party partnerships to accelerate innovation, capabilities,capabilities and access to efficient capital.

•Pursue a balanced approach to in force management, portfolio optimization,optimization and new business generation.

The Company’s accounting policies are described in Note 2 – “Significant Accounting Policies and Pronouncements” in the Notes to Consolidated Financial Statements. The Company believes that its most critical accounting estimates include the establishment of premiums receivable; the establishment of liabilities for future policy benefits and incurred but not reported claims; the valuation of investments, investment allowance for credit losses and investment impairments; the valuation of market risk benefits and embedded derivatives; and accounting for income taxes. The balances of these accounts require extensive use of assumptions and estimates, particularly related to the future performance of the underlying business.

Computations of prospective effects of hypothetical changes in assumptions and estimates discussed below are based on numerous assumptions and should not be relied on as indicative of future results. Further, the computations do not contemplate any actions management could undertake in response to changes in interest rates, actuarial assumptions, or other factors. Additionally, the illustrations of the potential financial statement impact of changes in the assumptions used to measure the Company’s insurance liabilities reflectsreflect a parallel change in the assumptions across the Company; however, assumption changes may be non-parallel in practice and are only applicable to specific blocks of business. Certain shortcomings are inherent in the method of analysis presented of the estimated changes in the Company’s liability for future policy benefits and the fair value of fixed maturity securities, which constitute forward-looking statements. Actual values may differ materially from those projections presented due to a number of factors, including, without limitation, actual assumptions used to measure the liability for future benefits and market conditions varying from assumptions used in the calculations as well as the sensitivity of blocks of business to individual assumptions. See Note 2 – “Significant Accounting Policies and Pronouncements,” Note 5 – “Future Policy Benefits” and Note 13 – “Fair Value of Assets and Liabilities” in the Notes to Consolidated Financial Statements for additional information regarding the valuation of the Company’s reserves and investments, respectively.

The liability for future policy benefits is estimated using the Company’s mortality, morbidity,morbidity and persistency assumptions that reflect the Company’s historical experience, industry data, cedant specific experience,experience and discount rates based on the current yields of upper-medium grade fixed income instruments (A rated credit). These assumptions vary with the characteristics of the reinsurance contract, the year the risk was assumed, the age of the insured and other appropriate factors.

The liability for annuities in the payout phase is calculated using expected mortality, discount rates and other assumptions. These assumptions vary with the characteristics of the plan of insurance, year of issue, age of insured,insured and other appropriate factors. The mortality assumptions are based on the Company’s experience as well as industry experience and standards.

•Underlying currency of the contract; and

With the exception of claim expense assumptions, the Company reviews actual and anticipated experience compared to the assumptions used to establish policy benefits on a quarterly basis and will update those assumptions if evidence suggests the assumptions should be revised. During the third quarter of 2024,2025, the Company completed its annual assumption review resulting in aan decreaseincrease in its total liability for future polity benefits. The decreaseincrease was primarily the result of updated mortality assumptions, which had aan favorableunfavorable impact on the liability for future policy benefits for the Company’s Financial SolutionsTraditional business and ana unfavorablefavorable impact on the Company’s TraditionalFinancial Solutions business. Updates may occur in other quarters if information becomes available during the quarter that indicates that an assumption update is necessary. The Company has elected to lock-in claims expense assumptions at contract inception and those assumptions are not subsequently reviewed or updated.

Deferred tax assets and liabilities are measured by applying the relevant jurisdictions’ enacted tax rate for the period in which the temporary differences are expected to reverse to the temporary difference change for that period. The Company will establish a valuation allowance if management determines, based on available information, that it is more likely than not that deferred income tax assets will not be realized. The Company has deferred tax assets including those related to foreign tax credits, net operating and capital losses. The Company has projected its ability to utilize its deferred tax assets and established a valuation allowance on the portion of the deferred tax assets that the Company believes more likely than not will not be realized.

The decreaseincrease in net income and income before income taxes during 20242025 was primarily the result of the following:

•AnA increasedecrease in investment related losses resulting from lower realized losses from portfolio repositioning partiallyand offsetfreestanding by changes in the fair value of embedded derivatives associated with modco/funds withheld treaties.derivatives.

Foreign currency fluctuations can result in variances in the financial statement line items. Foreign currency fluctuations increased income before income taxes by $16$10 million primarily due to the weakening of the Japanese yen and Korean won on losses incurred in Japan and Korea, and the strengthening of the British poundPound and Euro compared to the U.S. Dollar. Unless otherwise stated, all amounts discussed below are net of foreign currency fluctuations.

The increasedecrease in investment related losses, net is attributabledue to the following:

•Changes in the fair value of embeddedfreestanding derivatives associated with modco/funds withheld treaties, decreased investment related losses, net by $116$57 million in 2024,2025, compared to an increase in investment related losses, netlosses of $163$229 million in 2023.2024.

Represents the impact related to marketMarket risk benefits, whichbenefits consist of guaranteed minimum benefits associated with the Company’s reinsurance of variable and equity-indexedindexed annuities. The fair value changes of market risk benefits along with the changeschange in fair value of the freestanding derivatives (interest rate swaps, financial futures and equity options) purchased by the Company to substantially hedge the liability areis reflected in revenues.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, decreased income before income taxes,taxes by $14 million and $21 million for the years ended December 31, 2025, and $402024, million in 2023.respectively.

Non-economic changes in insurance liabilities include the initial loss on PRT transactions, net of amortization,amortization and changes in the fair value of embedded derivatives associated with the Company’s reinsurance of EIAs.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. During 20242025 and 2023,2024, the Company incurred non-economic losses of $127$49 million and $36$127 million, respectively.

•The annualeffective assumptionstax reviewrate hadwas less22.9% ofand an26.3% impactfor in2025 2023and compared2024, to 2022.respectively. See “Consolidated Adjusted Operating Income Before Taxes” and Note 514 – “FutureIncome Policy BenefitsTax” in the Notes to Consolidated Financial Statements for additional information.

The Company is among the leading global providers of life reinsurance and financial solutions, with $4.3 trillion of life reinsurance in force and assets of $164.1$167.1 billion as of MarchJune 31,30, 2026. Traditional reinsurance includes individual and group life and health, disabilitydisability, and critical illness reinsurance. Financial solutions includes longevity reinsurance, asset-intensive reinsurance, pension risk transfer, 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 reinsurance 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 or longer. To a lesser extent, the Company also reinsures certain health business, typically,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 theinsured insured,individuals, and the exercise of recapture options by ceding companies. The Company’s Financial Solutions business, including significant asset-intensive and longevity risk transactions, allows 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.

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

AThe following discussion ofpresents the Company’s financial condition and results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025 are presented below.2025.

The increase in net income and incomeIncome before income taxes increased by $264 million for the three months ended MarchJune 31,30, 2026, compared with the same period in 2025. The increase was primarily theattributable result ofto the following:

•The executionCompany ofexecuted reinsurance contracts with subsidiaries of Equitable Holdings, Inc. (the “Equitable Holdings Transaction”) on July 31, 2025. Pursuant to these agreements, the Company’s U.S. Financial Solutions segment assumed a 75% quota share of Equitable Holdings’ in force individual life insurance liabilities on a coinsurance and modified coinsurance basis, consisting of a diversified mix of life products and account value liabilities, with total liabilities of approximately $12 billion. This transaction increased income before income taxes by $39 million.

The increase in income was partially offset by the following:

•An increase inHigher investment related losses,losses net,due resulting from higherto realized losses from portfolio repositioning,repositioning aand decreaseunrealized losses due to changes in the fair value of freestandingcertain derivativeslimited andpartnership an increase in impairments.investments.

Foreign currency exchange fluctuations can result in variances in the financial statement line items. Foreign currency exchange fluctuations increaseddid not have a material impact on income before income taxes by $20 million primarily due tofor the strengthening of the British pound Canadian dollarthree and Eurosix asmonths comparedended toJune the30, U.S. dollar.2026. Unless otherwise stated, all amounts discussed below are net of foreign currency exchange fluctuations.

Investment related gains and losses

The increase in investment related losses, net iswas attributabledue to the following:

•During 2026the three and 2025,six months ended June 30, 2026, the Company repositioned its investment portfolio to generate higher yields, whichresulting ledin net realized losses of $88 million and $194 million, respectively, compared to net capital losses of $106$35 million and $51$86 million,million for the three and six months ended June 30, 2025, respectively.

•ChangesFor the three and six months ended June 30, 2026, changes in the fair value of freestanding derivatives increased investment related losses, net by $57$88 million inand 2026,$31 million, respectively, compared to $2an increase of $50 million inand 2025.$48 million for the three and six months ended June 30, 2025, respectively.

The increase in investment related losses, net was partially offset by the following:

Market risk benefits 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, had no impact on income before income taxes for the three months ended June 30, 2026, and decreased income before income taxes by $13 million andfor $3the six months ended June 30, 2026. The change in fair value of market risk benefits for guaranteed minimum benefits, after allowing for changes in the associated freestanding derivatives, increased income before income taxes by $1 million infor 2026the three months ended June 30, 2025, and 2025,decreased respectively.income before income taxes by $2 million for the six months ended June 30, 2025.

Non-economic changes in insurance liabilities include the initial loss on PRT transactions, net of amortizationamortization, and changes in the fair value of embedded derivatives associated with the Company’s reinsurance of indexedequity-indexed annuity 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. During 2026 and 2025, theThe Company incurred non-economic losses were immaterial for the three and six months ended June 30, 2026, compared to losses of $3$23 million and $6$29 million,million for the three and six months ended June 30, 2025, respectively.

The effective tax rate was 24.9%23.4% and 22.2%24.1%, for 2026the three and 2025,six respectively.months ended June 30, 2026, respectively, compared to 47.0% and 34.1% for the three and six months ended June 30, 2025. See Note 13 – “Income Tax” in the Notes to Condensed Consolidated Financial Statements for additional information.information on the Company’s consolidated effective tax rate.

Non-GAAP Measure – Consolidated adjusted operating income before income taxes is not determined in accordance with U.S. GAAP. The Company principally uses consolidated adjusted operating income before income taxes in evaluating performance because the Company believes that such measure, when reviewed in conjunction with the relevant U.S. GAAP measure (i.e., income before income taxes), presents a clearer picture of its operating performance and assistassists 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.

•Changes in the fair value of certain embedded derivatives;

•Non-economicThe Company’s 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);

•ContributionFavorable impacts from the transaction with Equitable Holdings transaction completed in the third quarter of 2025.

Foreign currency exchange fluctuations can result in variances in the financial statement line items. Foreign currency exchange fluctuations increaseddid adjustednot operatinghave a material impact on income before income taxes by $17 million due tofor the strengthening of the British pound, Canadian dollarthree and Eurosix asmonths comparedended toJune the30, U.S. dollar.2026. Unless otherwise stated, all amounts discussed below are net of foreign currency exchange fluctuations.

The increaseincreases in net premiums wasfor the three and six months ended June 30, 2026, were primarily due to organic growth onand existingnew treatiesbusiness production. Organic growth and new business production, measured by the face amount of life reinsurance in force, ofwere $150.6$280.3 billion and $242.6 billion during the six months ended June 30, 2026 comparedand to2025, $131.7 billion during 2025.respectively. Consolidated assumed life reinsurance in force increased to $4.3$4,341.6 trillionbillion as of MarchJune 31,30, 2026, from $4.0$4,091.3 trillionbillion as of MarchJune 31,30, 2025, primarily due to new business production and changes in foreign exchange rates.production.

The increaseincreases in net investment income wasfor the three and six months ended June 30, 2026, were primarily due to an increase in the average invested asset base and higher risk-free rates earned on new investments, and an increase in variable investment income associatedfrom withlimited partnerships and real estate joint venture and limited partnership investments.ventures. The following summarizes the primary drivers contributing to the increaseincreases in net investment income for the three and six months ended MarchJune 31,30, 2026 and 2025:

•The average invested assets at amortized cost, excluding spread related business, totaled $49.5$49.6 billion and $44.0$44.6 billionbillion, infor the six months ended June 30, 2026 and 2025, respectively.

•The average yield earned on investments, excluding spread related business, was 4.93%5.33% and 4.64%5.31% infor the three months ended June 30, 2026 and 2025, respectively, and 5.13% and 4.98% for the six months ended June 30, 2026 and 2025, respectively. The increase in investment yield for the three months ended MarchJune 31,30, 2026, in comparison with the same period in the prior year, was primarily due to increasedan increase in variable investment income. The increase in investment yield for the six months ended June 30, 2026, in comparison with the same period in the prior year, was primarily due to an increase in variable investment income from limited partnerships and real estate joint ventures.

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 limited partnerships and real estate 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.

As noted above, adjusted operating income (loss) before income taxes, when presented at a segment level, is a measure reported to the Company’s management for purposes of making decisions about allocating resources to the Company’s business segments and assessing the performance of the business segmentssegment andperformance. It is presented in the Company’s financial statement footnotes in accordance with U.S. GAAP. The Company’s significant segment expenses are (1) adjusted claims and other policy benefits, which excludeexcludes the non-economic losses at contract inception for direct pension risk transfer single premium business,business; (2) future policy benefits remeasurement gains and losses,losses; (3) adjusted interest credited, which excludes the change in the fair value of embedded derivatives associated with indexedequity-indexed annuity products; and (4) interest expense. See Note 15 – “Segment Information” in the Notes to Consolidated Financial Statements for additional information regarding the presentation of segment results and the Company’s definition of adjusted operating income.

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,mortality risk, 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 products which primarily exhibit interest rate and market risks such as annuities, corporate-owned life insurance policies, PRT group annuity contracts and, to a lesser extent, fee-based synthetic guaranteed investment contracts, indexed and variable life insurance, investment only and stable value contracts. Effective, January 1, 2025, newly issued FABN issuances are included in the U.S. Financial Solutions segment. 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 U.S. GAAP due to the low-risk nature of the transactions; thereforetherefore, only the related net fees are reflected in other revenues.

The increaseincreases in adjusted operating income before income taxes for the three and six months ended MarchJune 31,30, 2026, as compared to the same period in 2025, waswere primarily due to favorable mortality claims experience and group results in the Traditional segment, the contribution from the transaction with Equitable Holdings executed on July 31, 2025,transaction and an increase in variable investment income in the current period.year.