REINSURANCE GROUP OF AMERICA INC (Form: 10-Q, Received: 08/03/2018 15:06:31)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q




(Mark One)
x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
x		OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended June 30, 2018
		OR
¨		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
¨		OF THE SECURITIES EXCHANGE ACT OF 1934
		Commission File Number 1-11848

REINSURANCE GROUP OF AMERICA, INCORPORATED

(Exact name of Registrant as specified in its charter)



MISSOURI		43-1627032
(State or other jurisdiction		(IRS employer
of incorporation or organization)		identification number)

16600 Swingley Ridge Road

Chesterfield, Missouri 63017

(Address of principal executive offices)

(636) 736-7000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer o Non-accelerated filer o

Smaller reporting company o Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

As of July 31, 2018 , 63,656,444 shares of the registrant’s common stock were outstanding.

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REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES

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Item		Page

	PART I – FINANCIAL INFORMATION

1	Financial Statements
	Condensed Consolidated Balance Sheets (Unaudited) June 30, 2018 and December 31, 2017	3
	Condensed Consolidated Statements of Income (Unaudited) Three and six months ended June 30, 2018 and 2017	4
	Condensed Consolidated Statements of Comprehensive Income (Unaudited) Three and six months ended June 30, 2018 and 2017	5
	Condensed Consolidated Statements of Cash Flows (Unaudited) Six months ended June 30, 2018 and 2017	6
	Notes to Condensed Consolidated Financial Statements (Unaudited):	7
	1. Business and Basis of Presentation	7
	2. Earnings Per Share	7
	3. Equity	8
	4. Investments	10
	5. Derivative Instruments	20
	6. Fair Value of Assets and Liabilities	28
	7. Segment Information	39
	8. Commitments, Contingencies and Guarantees	41
	9. Income Tax	42
	10. Employee Benefit Plans	43
	11. Reinsurance	43
	12. New Accounting Standards	44
2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	46
3	Quantitative and Qualitative Disclosures About Market Risk	79
4	Controls and Procedures	80

	PART II – OTHER INFORMATION

1	Legal Proceedings	81
1A	Risk Factors	81
2	Unregistered Sales of Equity Securities and Use of Proceeds	81
6	Exhibits	81
	Signatures	83
	Index to Exhibits	82

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PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)



	June 30, 2018			December 31, 2017
	(Dollars in thousands, except share data)
Assets
Fixed maturity securities available-for-sale, at fair value (amortized cost $35,233,970 and $35,281,412)	$	36,784,954		$	38,150,820
Equity securities, at fair value (cost $121,744 and $102,841)	108,070			100,152
Mortgage loans on real estate (net of allowances of $9,706 and $9,384)	4,558,669			4,400,533
Policy loans	1,339,252			1,357,624
Funds withheld at interest	5,981,092			6,083,388
Short-term investments	123,028			93,304
Other invested assets	1,605,562			1,505,332
Total investments	50,500,627			51,691,153
Cash and cash equivalents	1,397,679			1,303,524
Accrued investment income	400,160			392,721
Premiums receivable and other reinsurance balances	2,617,382			2,338,481
Reinsurance ceded receivables	789,429			782,027
Deferred policy acquisition costs	3,205,667			3,239,824
Other assets	855,553			767,088
Total assets	$	59,766,497		$	60,514,818
Liabilities and Stockholders’ Equity
Future policy benefits	$	22,286,622		$	22,363,241
Interest-sensitive contract liabilities	16,513,668			16,227,642
Other policy claims and benefits	5,334,210			4,992,074
Other reinsurance balances	412,846			488,739
Deferred income taxes	2,009,514			2,198,309
Other liabilities	1,094,826			1,102,975
Long-term debt	2,788,111			2,788,365
Collateral finance and securitization notes	724,998			783,938
Total liabilities	51,164,795			50,945,283
Commitments and contingent liabilities (See Note 8)
Stockholders’ Equity:
Preferred stock - par value $.01 per share, 10,000,000 shares authorized, no shares issued or outstanding	—			—
Common stock - par value $.01 per share, 140,000,000 shares authorized, 79,137,758 shares issued at June 30, 2018 and December 31, 2017	791			791
Additional paid-in capital	1,887,336			1,870,906
Retained earnings	6,952,170			6,736,265
Treasury stock, at cost - 15,465,272 and 14,685,663 shares	(1,243,566		)	(1,102,058		)
Accumulated other comprehensive income	1,004,971			2,063,631
Total stockholders’ equity	8,601,702			9,569,535
Total liabilities and stockholders’ equity	$	59,766,497		$	60,514,818

See accompanying notes to condensed consolidated financial statements (unaudited).

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REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)



	Three months ended June 30,						Six months ended June 30,
	2018			2017			2018			2017
Revenues:	(Dollars in thousands, except per share data)
Net premiums	$	2,594,460		$	2,480,451		$	5,177,011		$	4,846,147
Investment income, net of related expenses	528,061			518,538			1,044,390			1,032,902
Investment related gains (losses), net:
Other-than-temporary impairments on fixed maturity securities	(3,350		)	(3,401		)	(3,350		)	(20,590		)
Other investment related gains (losses), net	(7,222		)	59,696			(7,692		)	137,408
Total investment related gains (losses), net	(10,572		)	56,295			(11,042		)	116,818
Other revenues	83,959			73,992			159,256			142,149
Total revenues	3,195,908			3,129,276			6,369,615			6,138,016
Benefits and Expenses:
Claims and other policy benefits	2,279,593			2,164,363			4,641,694			4,270,508
Interest credited	109,327			115,285			189,776			222,969
Policy acquisition costs and other insurance expenses	320,276			319,832			677,178			699,221
Other operating expenses	194,959			154,356			386,233			312,862
Interest expense	37,025			29,352			74,479			71,754
Collateral finance and securitization expense	7,440			6,773			15,042			13,543
Total benefits and expenses	2,948,620			2,789,961			5,984,402			5,590,857
Income before income taxes	247,288			339,315			385,213			547,159
Provision for income taxes	42,914			107,125			80,609			169,457
Net income	$	204,374		$	232,190		$	304,604		$	377,702
Earnings per share:
Basic earnings per share	$	3.19		$	3.60		$	4.74		$	5.86
Diluted earnings per share	$	3.13		$	3.54		$	4.65		$	5.76
Dividends declared per share	$	0.50		$	0.41		$	1.00		$	0.82

See accompanying notes to condensed consolidated financial statements (unaudited).

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REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)



	Three months ended June 30,					Six months ended June 30,
	2018			2017		2018			2017
Comprehensive income (loss)	(Dollars in thousands)
Net income	$	204,374		$	232,190	$	304,604		$	377,702
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(54,677		)	43,565		(55,837		)	21,352
Net unrealized investment gains (losses)	(368,719		)	306,329		(1,002,323		)	509,444
Defined benefit pension and postretirement plan adjustments	(29		)	849		(500		)	1,773
Total other comprehensive income (loss), net of tax	(423,425		)	350,743		(1,058,660		)	532,569
Total comprehensive income (loss)	$	(219,051	)	$	582,933	$	(754,056	)	$	910,271

See accompanying notes to condensed consolidated financial statements (unaudited).

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REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



	Six months ended June 30,
	2018			2017
	(Dollars in thousands)
Cash Flows from Operating Activities:
Net income	$	304,604		$	377,702
Adjustments to reconcile net income to net cash provided by operating activities:
Change in operating assets and liabilities:
Accrued investment income	1,834			(34,676		)
Premiums receivable and other reinsurance balances	(345,253		)	(230,650		)
Deferred policy acquisition costs	20,528			35,870
Reinsurance ceded receivable balances	18,245			(127,995		)
Future policy benefits, other policy claims and benefits, and other reinsurance balances	598,015			745,799
Deferred income taxes	48,117			142,044
Other assets and other liabilities, net	(98,807		)	(63,811		)
Amortization of net investment premiums, discounts and other	(25,713		)	(47,563		)
Depreciation and amortization expense	21,554			13,869
Investment related (gains) losses, net	11,042			(116,818		)
Other, net	29,422			(37,797		)
Net cash provided by operating activities	583,588			655,974
Cash Flows from Investing Activities:
Sales of fixed maturity securities available-for-sale	3,836,575			4,288,713
Maturities of fixed maturity securities available-for-sale	328,097			313,530
Sales of equity securities	29,099			166,916
Principal payments and sales of mortgage loans on real estate	213,691			135,450
Principal payments on policy loans	24,793			26,658
Purchases of fixed maturity securities available-for-sale	(3,880,733		)	(5,311,818		)
Purchases of equity securities	(11,930		)	(32,299		)
Cash invested in mortgage loans on real estate	(376,470		)	(463,063		)
Cash invested in policy loans	(6,421		)	(5,830		)
Cash invested in funds withheld at interest	(42,761		)	(6,910		)
Purchase of businesses, net of cash acquired of $4,938	(29,315		)	—
Purchases of property and equipment	(14,573		)	31,686
Change in short-term investments	(9,843		)	22,671
Change in other invested assets	(160,824		)	(55,379		)
Net cash used in investing activities	(100,615		)	(889,675		)
Cash Flows from Financing Activities:
Dividends to stockholders	(64,370		)	(52,815		)
Repayment of collateral finance and securitization notes	(53,102		)	(23,761		)
Principal payments of long-term debt	(1,331		)	(301,278		)
Purchases of treasury stock	(165,069		)	(10,578		)
Exercise of stock options, net	1,252			2,527
Change in cash collateral for derivative positions and other arrangements	17,578			(7,046		)
Deposits on universal life and other investment type policies and contracts	225,876			917,675
Withdrawals on universal life and other investment type policies and contracts	(329,899		)	(402,528		)
Net cash (used in) provided by financing activities	(369,065		)	122,196
Effect of exchange rate changes on cash	(19,753		)	34,137
Change in cash and cash equivalents	94,155			(77,368		)
Cash and cash equivalents, beginning of period	1,303,524			1,200,718
Cash and cash equivalents, end of period	$	1,397,679		$	1,123,350
Supplemental disclosures of cash flow information:
Interest paid	$	84,670		$	90,425
Income taxes paid, net of refunds	$	59,397		$	26,447
Non-cash transactions:
Transfer of invested assets	$	604,374		$	2,243,360
Purchase of businesses:
Assets acquired, excluding cash acquired	$	65,948		$	—
Liabilities assumed	(36,633		)	—
Net cash paid on purchase	$	29,315		$	—

See accompanying notes to condensed consolidated financial statements (unaudited).

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REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)


1.	Business and Basis of Presentation

Reinsurance Group of America, Incorporated (“RGA”) is an insurance holding company that was formed on December 31, 1992. The accompanying unaudited condensed consolidated financial statements of RGA and its subsidiaries (collectively, the “Company”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, including normal recurring adjustments necessary for a fair presentation have been included. Results for the six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 . These unaudited condensed consolidated financial statements include the accounts of RGA and its subsidiaries, and all intercompany accounts and transactions have been eliminated. These condensed consolidated statements should be read in conjunction with the Company’s 2017 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 27, 2018 (the “2017 Annual Report”).


2.	Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share on net income (in thousands, except per share information):



	Three months ended June 30,				Six months ended June 30,
	2018		2017		2018		2017
Earnings:
Net income (numerator for basic and diluted calculations)	$	204,374	$	232,190	$	304,604	$	377,702
Shares:
Weighted average outstanding shares (denominator for basic calculation)	64,071		64,449		64,278		64,401
Equivalent shares from outstanding stock options	1,179		1,159		1,277		1,204
Denominator for diluted calculation	65,250		65,608		65,555		65,605
Earnings per share:
Basic	$	3.19	$	3.60	$	4.74	$	5.86
Diluted	$	3.13	$	3.54	$	4.65	$	5.76

The calculation of common equivalent shares does not include the impact of options having a strike or conversion price that exceeds the average stock price for the earnings period, as the result would be antidilutive. The calculation of common equivalent shares also excludes the impact of outstanding performance contingent shares, as the conditions necessary for their issuance have not been satisfied as of the end of the reporting period. The following table presents approximate amounts of stock options and performance contingent shares excluded from the calculation of common equivalent shares (in millions):



	Three months ended June 30,		Six months ended June 30,
	2018	2017	2018	2017
Excluded from common equivalent shares:
Stock options	0.2	0.2	0.3	0.3
Performance contingent shares	0.2	0.3	0.2	0.3

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3.	Equity

Common Stock

The changes in number of common stock shares, issued, held in treasury and outstanding are as follows for the periods indicated:



	Issued	Held In Treasury		Outstanding
Balance, December 31, 2017	79,137,758	14,685,663		64,452,095
Common stock acquired	—	991,477		(991,477	)
Stock-based compensation ⁽¹⁾	—	(211,868	)	211,868
Balance, June 30, 2018	79,137,758	15,465,272		63,672,486



	Issued	Held In Treasury		Outstanding
Balance, December 31, 2016	79,137,758	14,835,256		64,302,502
Stock-based compensation ⁽¹⁾	—	(189,355	)	189,355
Balance, June 30, 2017	79,137,758	14,645,901		64,491,857


(1)	Represents net shares issued from treasury pursuant to the Company’s equity-based compensation programs.

Common Stock Held in Treasury

Common stock held in treasury is accounted for at average cost. Gains resulting from the reissuance of common stock held in treasury are credited to additional paid-in capital. Losses resulting from the reissuance of common stock held in treasury are charged first to additional paid-in capital to the extent the Company has previously recorded gains on treasury share transactions, then to retained earnings.

In January 2017, RGA’s board of directors authorized a share repurchase program for up to $400.0 million of RGA’s outstanding common stock. The authorization was effective immediately and does not have an expiration date. During the first six months of 2018, RGA repurchased 1.0 million shares of common stock under this program for $150.0 million . During the first six months ended June 30, 2017, no common stock was repurchased by RGA under this program.

Accumulated Other Comprehensive Income (Loss)

The balance of and changes in each component of accumulated other comprehensive income (loss) (“AOCI”) for the six months ended June 30, 2018 and 2017 are as follows (dollars in thousands):



	Accumulated Currency Translation Adjustments			Unrealized Appreciation (Depreciation) of Investments ⁽¹⁾			Pension and Postretirement Benefits			Total
Balance, December 31, 2017	$	(86,350	)	$	2,200,661		$	(50,680	)	$	2,063,631
Other comprehensive income (loss) before reclassifications	(44,227		)	(1,327,195		)	(2,986		)	(1,374,408		)
Amounts reclassified to (from) AOCI	—			53,646			2,366			56,012
Deferred income tax benefit (expense)	(11,610		)	271,226			120			259,736
Balance, June 30, 2018	$	(142,187	)	$	1,198,338		$	(51,180	)	$	1,004,971



	Accumulated Currency Translation Adjustments			Unrealized Appreciation (Depreciation) of Investments ⁽¹⁾			Pension and Postretirement Benefits			Total
Balance, December 31, 2016	$	(172,541	)	$	1,355,033		$	(43,163	)	$	1,139,329
Other comprehensive income (loss) before reclassifications	(13,936		)	774,688			(196		)	760,556
Amounts reclassified to (from) AOCI	—			(39,360		)	2,935			(36,425		)
Deferred income tax benefit (expense)	35,288			(225,884		)	(966		)	(191,562		)
Balance, June 30, 2017	$	(151,189	)	$	1,864,477		$	(41,390	)	$	1,671,898


(1)	Includes cash flow hedges of $22,656 and $2,619 as of June 30, 2018 and December 31, 2017 , respectively, and $1,131 and $(2,496) as of June 30, 2017 and December 31, 2016 , respectively. See Note 5 - “Derivative Instruments” for additional information on cash flow hedges.

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The following table presents the amounts of AOCI reclassifications for the three and six months ended June 30, 2018 and 2017 (dollars in thousands):



	Amount Reclassified from AOCI
	Three months ended June 30,						Six months ended June 30,
Details about AOCI Components	2018			2017			2018			2017			Affected Line Item in Statements of Income
Net unrealized investment gains (losses):
Net unrealized gains (losses) on available-for-sale securities	$	(24,642	)	$	40,374		$	(39,098	)	$	28,517		Investment related gains (losses), net
Cash flow hedges - Interest rate	29			—			(342		)	—			(1)
Cash flow hedges - Currency/Interest rate	76			132			221			329			(1)
Cash flow hedges - Forward bond purchase commitments	—			51			—			101			(1)
Deferred policy acquisition costs attributed to unrealized gains and losses	(7,835		)	4,565			(14,427		)	10,413			(2)
Total	(32,372		)	45,122			(53,646		)	39,360
Provision for income taxes	6,945			(15,218		)	11,623			(12,024		)
Net unrealized gains (losses), net of tax	$	(25,427	)	$	29,904		$	(42,023	)	$	27,336
Amortization of defined benefit plan items:
Prior service cost (credit)	$	247		$	60		$	493		$	142		(3)
Actuarial gains/(losses)	(1,267		)	(1,539		)	(2,859		)	(3,077		)	(3)
Total	(1,020		)	(1,479		)	(2,366		)	(2,935		)
Provision for income taxes	214			517			497			1,027
Amortization of defined benefit plans, net of tax	$	(806	)	$	(962	)	$	(1,869	)	$	(1,908	)

Total reclassifications for the period	$	(26,233	)	$	28,942		$	(43,892	)	$	25,428


(1)	See Note 5 - “Derivative Instruments” for additional information on cash flow hedges.


(2)	This AOCI component is included in the computation of the deferred policy acquisition cost. See Note 8 – “Deferred Policy Acquisition Costs” of the 2017 Annual Report for additional details.


(3)	This AOCI component is included in the computation of the net periodic pension cost. See Note 10 – “Employee Benefit Plans” for additional details.

Equity Based Compensation

Equity compensation expense was $16.6 million and $11.4 million in the first six months of 2018 and 2017 , respectively. In the first quarter of 2018, the Company granted 0.2 million stock appreciation rights at $150.87 weighted average exercise price per share and 0.1 million performance contingent units to employees. Additionally, non-employee directors were granted a total of 7,623 shares of common stock. As of June 30, 2018 , 1.5 million share options at a weighted average strike price per share of $65.70 were vested and exercisable, with a remaining weighted average exercise period of 4.4 years. As of June 30, 2018 , the total compensation cost of non-vested awards not yet recognized in the condensed consolidated financial statements was $36.9 million . It is estimated that these costs will vest over a weighted average period of 1.4 years.

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4.	Investments

Fixed Maturity and Equity Securities Available-for-Sale

The Company holds various types of fixed maturity securities available-for-sale and classifies them as corporate securities (“Corporate”), Canadian and Canadian provincial government securities (“Canadian government”), residential mortgage-backed securities (“RMBS”), asset-backed securities (“ABS”), commercial mortgage-backed securities (“CMBS”), U.S. government and agencies (“U.S. government”), state and political subdivisions, and other foreign government, supranational and foreign government-sponsored enterprises (“Other foreign government”).

The following table provides information relating to investments in fixed maturity securities by sector as of June 30, 2018 (dollars in thousands):



June 30, 2018:	Amortized Cost		Unrealized Gains		Unrealized Losses		Estimated Fair Value		% of Total		Other-than- temporary impairments in AOCI
Available-for-sale:
Corporate	$	22,249,964	$	663,087	$	409,544	$	22,503,507	61.2	%	$	—
Canadian government	2,789,699		1,277,020		3,876		4,062,843		11.0		—
RMBS	1,837,316		18,500		34,602		1,821,214		5.0		—
ABS	1,711,099		11,596		13,871		1,708,824		4.6		275
CMBS	1,249,616		8,591		15,698		1,242,509		3.4		—
U.S. government	1,583,622		8,193		66,665		1,525,150		4.1		—
State and political subdivisions	703,047		43,318		9,321		737,044		2.0		—
Other foreign government	3,109,607		112,887		38,631		3,183,863		8.7		—
Total fixed maturity securities	$	35,233,970	$	2,143,192	$	592,208	$	36,784,954	100.0	%	$	275

The following table provides information relating to investments in fixed maturity and equity securities by sector as of December 31, 2017 (dollars in thousands):



December 31, 2017:	Amortized Cost		Unrealized Gains		Unrealized Losses		Estimated Fair Value		% of Total		Other-than- temporary impairments in AOCI
Available-for-sale:
Corporate	$	21,966,803	$	1,299,594	$	55,429	$	23,210,968	60.9	%	$	—
Canadian government	2,843,273		1,378,510		1,707		4,220,076		11.1		—
RMBS	1,695,126		36,632		11,878		1,719,880		4.5		—
ABS	1,634,758		18,798		5,194		1,648,362		4.3		275
CMBS	1,285,594		22,627		4,834		1,303,387		3.4		—
U.S. government	1,953,436		12,089		21,933		1,943,592		5.1		—
State and political subdivisions	647,727		59,997		4,296		703,428		1.8		—
Other foreign government	3,254,695		154,507		8,075		3,401,127		8.9		—
Total fixed maturity securities	$	35,281,412	$	2,982,754	$	113,346	$	38,150,820	100.0	%	$	275
Non-redeemable preferred stock	$	41,553	$	479	$	2,226	$	39,806	39.7	%
Other equity securities	61,288		479		1,421		60,346		60.3
Total equity securities	$	102,841	$	958	$	3,647	$	100,152	100.0	%

The Company enters into various collateral arrangements with counterparties that require both the pledging and acceptance of fixed maturity securities as collateral. Pledged fixed maturity securities are included in fixed maturity securities, available-for-sale in the condensed consolidated balance sheets. Fixed maturity securities received as collateral are held in separate custodial accounts and are not recorded on the Company’s condensed consolidated balance sheets. Subject to certain constraints, the Company is permitted by contract to sell or repledge collateral it receives; however, as of June 30, 2018 and December 31, 2017 , none of the collateral received had been sold or repledged. The Company also holds assets in trust to satisfy collateral requirements under derivative transactions and certain third-party reinsurance treaties. The following table includes fixed maturity securities pledged and received as collateral and assets in trust held to satisfy collateral requirements under derivative transactions and certain third-party reinsurance treaties as of June 30, 2018 and December 31, 2017 (dollars in thousands):

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	June 30, 2018				December 31, 2017
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Fixed maturity securities pledged as collateral	$	63,640	$	66,118	$	72,542	$	75,622
Fixed maturity securities received as collateral	n/a		626,081		n/a		590,417
Assets in trust held to satisfy collateral requirements	16,061,218		16,571,173		15,584,296		16,715,281

The Company monitors its concentrations of financial instruments on an ongoing basis and mitigates credit risk by maintaining a diversified investment portfolio which limits exposure to any one issuer. The Company’s exposure to concentrations of credit risk from single issuers greater than 10% of the Company’s stockholders’ equity included securities of the U.S. government and its agencies as well as the securities disclosed below as of June 30, 2018 and December 31, 2017 (dollars in thousands).



	June 30, 2018				December 31, 2017
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Fixed maturity securities guaranteed or issued by:
Canadian province of Quebec	$	1,101,825	$	1,850,642	$	1,119,337	$	1,917,996
Canadian province of Ontario	929,913		1,239,102		939,837		1,282,944

The amortized cost and estimated fair value of fixed maturity securities classified as available-for-sale at June 30, 2018 are shown by contractual maturity in the table below (dollars in thousands). Actual maturities can differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Asset and mortgage-backed securities are shown separately in the table below, as they are not due at a single maturity date.



	Amortized Cost		Estimated Fair Value
Available-for-sale:
Due in one year or less	$	978,683	$	986,160
Due after one year through five years	7,550,595		7,649,023
Due after five years through ten years	9,208,763		9,323,786
Due after ten years	12,697,898		14,053,438
Asset and mortgage-backed securities	4,798,031		4,772,547
Total	$	35,233,970	$	36,784,954

Corporate Fixed Maturity Securities

The tables below show the major industry types of the Company’s corporate fixed maturity holdings as of June 30, 2018 and December 31, 2017 (dollars in thousands):



June 30, 2018:			Estimated
	Amortized Cost		Fair Value		% of Total
Finance	$	8,097,947	$	8,129,125	36.2	%
Industrial	11,705,150		11,847,762		52.6
Utility	2,446,867		2,526,620		11.2
Total	$	22,249,964	$	22,503,507	100.0	%

December 31, 2017:			Estimated
	Amortized Cost		Fair Value		% of Total
Finance	$	7,977,885	$	8,362,774	36.1	%
Industrial	11,535,166		12,199,333		52.5
Utility	2,453,752		2,648,861		11.4
Total	$	21,966,803	$	23,210,968	100.0	%

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Other-Than-Temporary Impairments - Fixed Maturity Securities

As discussed in Note 2 – “Summary of Significant Accounting Policies” of the 2017 Annual Report, a portion of certain other-than-temporary impairment (“OTTI”) losses on fixed maturity securities is recognized in AOCI. For these securities, the net amount recognized in the condensed consolidated statements of income (“credit loss impairments”) represents the difference between the amortized cost of the security and the net present value of its projected future cash flows discounted at the effective interest rate implicit in the debt security prior to impairment. Any remaining difference between the fair value and amortized cost is recognized in AOCI. The following table sets forth the amount of pre-tax credit loss impairments on fixed maturity securities held by the Company as of the dates indicated, for which a portion of the OTTI loss was recognized in AOCI, and the corresponding changes in such amounts (dollars in thousands):



	Three months ended June 30,				Six months ended June 30,
	2018		2017		2018		2017
Balance, beginning of period	$	3,677	$	3,677	$	3,677	$	6,013
Credit loss OTTI previously recognized on securities impaired to fair value during the period	—		—		—		(2,336		)
Balance, end of period	$	3,677	$	3,677	$	3,677	$	3,677

Unrealized Losses for Fixed Maturity and Equity Securities Available-for-Sale

The following table presents the total gross unrealized losses for the 2,580 fixed maturity securities as of June 30, 2018 , where the estimated fair value had declined and remained below amortized cost by the indicated amount (dollars in thousands):



	June 30, 2018
	Gross Unrealized Losses		% of Total
Less than 20%	$	571,151	96.4	%
20% or more for less than six months	21,045		3.6
20% or more for six months or greater	12		—
Total	$	592,208	100.0	%

The following table presents the total gross unrealized losses for the 1,116 fixed maturity and equity securities at December 31, 2017 where the estimated fair value had declined and remained below amortized cost by the indicated amount (dollars in thousands):



	December 31, 2017
	Gross Unrealized Losses		% of Total
Less than 20%	$	113,466	97.0	%
20% or more for less than six months	689		0.6
20% or more for six months or greater	2,838		2.4
Total	$	116,993	100.0	%

The following table presents the estimated fair values and gross unrealized losses, including other-than-temporary impairment losses reported in AOCI, for 2,580 fixed maturity securities that have estimated fair values below amortized cost as of June 30, 2018 (dollars in thousands). These investments are presented by class and grade of security, as well as the length of time the related fair value has remained below amortized cost.

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	Less than 12 months				12 months or greater				Total
			Gross				Gross				Gross
June 30, 2018:	Estimated		Unrealized		Estimated		Unrealized		Estimated		Unrealized
	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
Investment grade securities:
Corporate	$	9,135,620	$	299,909	$	818,555	$	51,938	$	9,954,175	$	351,847
Canadian government	46,392		668		110,326		3,058		156,718		3,726
RMBS	1,101,941		25,546		241,914		9,032		1,343,855		34,578
ABS	807,714		10,637		139,676		3,187		947,390		13,824
CMBS	612,214		11,097		104,426		4,601		716,640		15,698
U.S. government	584,758		20,707		747,679		45,958		1,332,437		66,665
State and political subdivisions	168,817		5,064		66,122		4,257		234,939		9,321
Other foreign government	919,229		25,758		199,578		5,407		1,118,807		31,165
Total investment grade securities	13,376,685		399,386		2,428,276		127,438		15,804,961		526,824
Below investment grade securities:
Corporate	735,338		47,846		56,042		9,851		791,380		57,697
Canadian government	1,864		150		—		—		1,864		150
RMBS	—		—		1,194		24		1,194		24
ABS	—		—		1,148		47		1,148		47
Other foreign government	146,374		7,111		7,643		355		154,017		7,466
Total below investment grade securities	883,576		55,107		66,027		10,277		949,603		65,384
Total fixed maturity securities	$	14,260,261	$	454,493	$	2,494,303	$	137,715	$	16,754,564	$	592,208

The following table presents the estimated fair values and gross unrealized losses, including other-than-temporary impairment losses reported in AOCI, for 1,116 fixed maturity and equity securities that have estimated fair values below amortized cost as of December 31, 2017 (dollars in thousands):



	Less than 12 months				12 months or greater				Total
			Gross				Gross				Gross
December 31, 2017:	Estimated		Unrealized		Estimated		Unrealized		Estimated		Unrealized
	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
Investment grade securities:
Corporate	$	1,886,212	$	17,099	$	1,009,750	$	28,080	$	2,895,962	$	45,179
Canadian government	18,688		91		111,560		1,596		130,248		1,687
RMBS	566,699		5,852		224,439		6,004		791,138		11,856
ABS	434,274		2,707		168,524		2,434		602,798		5,141
CMBS	220,401		1,914		103,269		2,920		323,670		4,834
U.S. government	800,298		6,177		767,197		15,756		1,567,495		21,933
State and political subdivisions	43,510		242		68,666		4,054		112,176		4,296
Other foreign government	369,717		2,707		191,265		4,704		560,982		7,411
Total investment grade securities	4,339,799		36,789		2,644,670		65,548		6,984,469		102,337
Below investment grade securities:
Corporate	194,879		3,317		75,731		6,933		270,610		10,250
Canadian government	1,995		20		—		—		1,995		20
RMBS	—		—		1,369		22		1,369		22
ABS	—		—		1,489		53		1,489		53
Other foreign government	28,600		113		15,134		551		43,734		664
Total below investment grade securities	225,474		3,450		93,723		7,559		319,197		11,009
Total fixed maturity securities	$	4,565,273	$	40,239	$	2,738,393	$	73,107	$	7,303,666	$	113,346
Non-redeemable preferred stock	$	82	$	1	$	26,471	$	2,225	$	26,553	$	2,226
Other equity securities	5,820		1,023		47,251		398		53,071		1,421
Total equity securities	$	5,902	$	1,024	$	73,722	$	2,623	$	79,624	$	3,647

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The Company has no intention to sell, nor does it expect to be required to sell, the securities outlined in the table above, as of the dates indicated. However, unforeseen facts and circumstances may cause the Company to sell fixed maturity securities in the ordinary course of managing its portfolio to meet certain diversification, credit quality and liquidity guidelines.

Unrealized losses on below investment grade securities as of June 30, 2018 are primarily related to publicly traded and privately placed corporate securities. Changes in unrealized losses are primarily being driven by changes in interest rates.

Investment Income, Net of Related Expenses

Major categories of investment income, net of related expenses, consist of the following (dollars in thousands):



	Three months ended June 30,						Six months ended June 30,
	2018			2017			2018			2017
Fixed maturity securities available-for-sale	$	373,624		$	355,735		$	742,827		$	680,235
Equity securities	709			995			2,391			2,354
Mortgage loans on real estate	50,460			44,442			100,659			88,789
Policy loans	14,775			15,194			29,555			30,466
Funds withheld at interest	86,417			97,367			161,862			224,945
Short-term investments and cash and cash equivalents	2,964			1,779			6,209			3,289
Other invested assets	20,785			22,071			44,613			40,539
Investment income	549,734			537,583			1,088,116			1,070,617
Investment expense	(21,673		)	(19,045		)	(43,726		)	(37,715		)
Investment income, net of related expenses	$	528,061		$	518,538		$	1,044,390		$	1,032,902

Investment Related Gains (Losses), Net

Investment related gains (losses), net consist of the following (dollars in thousands):



	Three months ended June 30,						Six months ended June 30,
	2018			2017			2018			2017
Fixed maturity securities available for sale:
Other-than-temporary impairment losses	$	(3,350	)	$	(3,401	)	$	(3,350	)	$	(20,590	)
Gain on investment activity	21,140			54,197			32,106			72,090
Loss on investment activity	(35,934		)	(10,288		)	(56,314		)	(18,975		)
Equity securities:
Gain on investment activity	469			23			497			23
Loss on investment activity	—			(183		)	(950		)	(4,059		)
Change in unrealized gains (losses) recognized in earnings	(6,966		)	—			(11,103		)	—
Other impairment losses and change in mortgage loan provision	(1,357		)	(6,675		)	(1,669		)	(6,774		)
Derivatives and other, net	15,426			22,622			29,741			95,103
Total investment related gains (losses), net	$	(10,572	)	$	56,295		$	(11,042	)	$	116,818

The fixed maturity impairments for the three and six months ended June 30, 2018 and 2017 were largely related to high-yield corporate securities. The other impairment losses and change in mortgage loan provision for the three and six months ended June 30, 2018 includes impairments on real estate joint ventures. The other impairment losses and change in mortgage loan provision for the three and six months ended June 30, 2017 includes impairments on limited partnerships. The fluctuations in investment related gains (losses) for derivatives and other for the three and six months ended June 30, 2018 , compared to the same periods in 2017 , are primarily due to changes in the fair value of embedded derivatives and interest rate swaps.

During the three months ended June 30, 2018 and 2017 , the Company sold fixed maturity securities with fair values of $1,174.4 million and $696.4 million at losses of $35.9 million and $10.3 million , respectively. During the six months ended June 30, 2018 and 2017 , the Company sold fixed maturity securities with fair values of $2,438.0 million and $1,125.0 million at losses of $56.3 million and $19.0 million , respectively. The Company did not sell any equity securities at losses during the three months ended June 30, 2018. During the three months ended June 30, 2017 , the Company sold equity securities with fair values of $14.1 million at losses of $0.2 million . During the six months ended June 30, 2018 and 2017 , the Company sold equity securities with fair values of $28.4 million and $161.7 million at losses of $1.0 million and $4.1 million , respectively. The Company generally does not buy and sell securities on a short-term basis.

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Securities Borrowing, Lending and Other

The following table includes the amount of borrowed securities, securities lent and securities collateral received as part of the securities lending program and repurchased/reverse repurchased securities pledged and received as of June 30, 2018 and December 31, 2017 (dollars in thousands).



	June 30, 2018				December 31, 2017
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Borrowed securities	$	350,350	$	365,730	$	358,875	$	377,820
Securities lending:
Securities loaned	101,995		102,208		117,246		121,551
Securities received	n/a		112,000		n/a		128,000
Repurchase program/reverse repurchase program:
Securities pledged	385,391		394,698		413,819		428,344
Securities received	n/a		397,712		n/a		417,550

The Company also held cash collateral for securities lending and the repurchase program/reverse repurchase programs of $29.6 million and $31.2 million at June 30, 2018 and December 31, 2017 , respectively. No cash or securities have been pledged by the Company for its securities borrowing program as of June 30, 2018 and December 31, 2017 .

The following tables present information on the Company’s securities lending and repurchase transactions as of June 30, 2018 and December 31, 2017 (dollars in thousands). Collateral associated with certain borrowed securities is not included within the table, as the collateral pledged to each counterparty is the right to reinsurance treaty cash flows.



	June 30, 2018
	Remaining Contractual Maturity of the Agreements
	Overnight and Continuous		Up to 30 Days		30-90 Days		Greater than 90 Days		Total
Securities lending transactions:
Corporate	$	—	$	—	$	—	$	102,208	$	102,208
Total	—		—		—		102,208		102,208
Repurchase transactions:
Corporate	—		—		—		151,519		151,519
U.S. government	—		—		—		219,154		219,154
Foreign government	—		—		—		22,894		22,894
Other	1,131		—		—		—		1,131
Total	1,131		—		—		393,567		394,698
Total transactions	$	1,131	$	—	$	—	$	495,775	$	496,906

Gross amount of recognized liabilities for securities lending and repurchase transactions in preceding table									$	539,332
Amounts related to agreements not included in offsetting disclosure									$	42,426

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	December 31, 2017
	Remaining Contractual Maturity of the Agreements
	Overnight and Continuous		Up to 30 Days		30-90 Days		Greater than 90 Days		Total
Securities lending transactions:
Corporate	$	—	$	—	$	—	$	121,551	$	121,551
Total	$	—	$	—	$	—	$	121,551	$	121,551
Repurchase transactions:
Corporate	$	—	$	—	$	312	$	184,334	$	184,646
U.S. government	—		—		—		220,765		220,765
Foreign government	—		—		—		21,802		21,802
Other	1,131		—		—		—		1,131
Total	1,131		—		312		426,901		428,344
Total borrowings	$	1,131	$	—	$	312	$	548,452	$	549,895

Gross amount of recognized liabilities for securities lending and repurchase transactions in preceding table									$	576,786
Amounts related to agreements not included in offsetting disclosure									$	26,891

The Company has elected to offset amounts recognized as receivables and payables resulting from the repurchase/reverse repurchase programs. After the effect of offsetting, the net amount presented on the condensed consolidated balance sheets was a liability of $0.4 million and $1.1 million of June 30, 2018 and December 31, 2017 , respectively. As of June 30, 2018 and December 31, 2017 , the Company recognized payables resulting from cash received as collateral associated with a repurchase agreement as discussed above. Amounts owed to and due from the counterparties may be settled in cash or offset, in accordance with the agreements.

Mortgage Loans on Real Estate

Mortgage loans represented approximately 9.0% and 8.5% of the Company’s total investments as of June 30, 2018 and December 31, 2017 . As of June 30, 2018 , mortgage loans were geographically dispersed throughout the U.S. with the largest concentrations in California ( 19.4% ), Texas ( 9.6% ) and Washington ( 7.8% ) and include loans secured by properties in Canada ( 2.6% ). The recorded investment in mortgage loans on real estate presented below is gross of unamortized deferred loan origination fees and expenses, and valuation allowances.

The distribution of mortgage loans by property type is as follows as of June 30, 2018 and December 31, 2017 (dollars in thousands):



	June 30, 2018					December 31, 2017
Property type:	Carrying Value			% of Total		Carrying Value			% of Total
Office building	$	1,546,148		33.9	%	$	1,487,392		33.6	%
Retail	1,296,157			28.3		1,270,676			28.8
Industrial	962,049			21.0		938,612			21.3
Apartment	530,599			11.6		510,052			11.6
Other commercial	237,610			5.2		206,439			4.7
Recorded investment	4,572,563			100.0	%	4,413,171			100.0	%
Unamortized balance of loan origination fees and expenses	(4,188		)			(3,254		)
Valuation allowances	(9,706		)			(9,384		)
Total mortgage loans on real estate	$	4,558,669				$	4,400,533

The maturities of the mortgage loans as of June 30, 2018 and December 31, 2017 are as follows (dollars in thousands):



	June 30, 2018				December 31, 2017
	Recorded Investment		% of Total		Recorded Investment		% of Total
Due within five years	$	1,153,623	25.2	%	$	1,091,066	24.8	%
Due after five years through ten years	2,623,105		57.4		2,516,872		57.0
Due after ten years	795,835		17.4		805,233		18.2
Total	$	4,572,563	100.0	%	$	4,413,171	100.0	%

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The following tables set forth certain key credit quality indicators of the Company’s recorded investment in mortgage loans as of June 30, 2018 and December 31, 2017 (dollars in thousands):



	Recorded Investment
	Debt Service Ratios						Construction loans
	>1.20x		1.00x - 1.20x		<1.00x		Construction loans		Total		% of Total
June 30, 2018:
Loan-to-Value Ratio
0% - 59.99%	$	2,125,328	$	102,254	$	19,439	$	17,602	$	2,264,623	49.5	%
60% - 69.99%	1,552,568		117,751		49,221		—		1,719,540		37.6
70% - 79.99%	315,274		25,121		101,213		—		441,608		9.7
Greater than 80%	101,870		12,933		31,989		—		146,792		3.2
Total	$	4,095,040	$	258,059	$	201,862	$	17,602	$	4,572,563	100.0	%



	Recorded Investment
	Debt Service Ratios						Construction loans
	>1.20x		1.00x - 1.20x		<1.00x		Construction loans		Total		% of Total
December 31, 2017:
Loan-to-Value Ratio
0% - 59.99%	$	2,148,428	$	53,979	$	3,801	$	—	$	2,206,208	50.0	%
60% - 69.99%	1,517,029		47,128		43,921		—		1,608,078		36.4
70% - 79.99%	396,446		19,461		15,367		—		431,274		9.8
Greater than 80%	120,850		30,713		6,362		9,686		167,611		3.8
Total	$	4,182,753	$	151,281	$	69,451	$	9,686	$	4,413,171	100.0	%

The age analysis of the Company’s past due recorded investments in mortgage loans as of June 30, 2018 and December 31, 2017 (dollars in thousands):



	June 30, 2018		December 31, 2017
31-60 days past due	$	12,027	$	17,100
61-90 days past due	—		2,056
Total past due	12,027		19,156
Current	4,560,536		4,394,015
Total	$	4,572,563	$	4,413,171

The following table presents the recorded investment in mortgage loans, by method of measuring impairment, and the related valuation allowances as of June 30, 2018 and December 31, 2017 (dollars in thousands):



	June 30, 2018		December 31, 2017
Mortgage loans:
Individually measured for impairment	$	30,653	$	5,858
Collectively measured for impairment	4,541,910		4,407,313
Recorded investment	$	4,572,563	$	4,413,171
Valuation allowances:
Individually measured for impairment	$	—	$	—
Collectively measured for impairment	9,706		9,384
Total valuation allowances	$	9,706	$	9,384

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Information regarding the Company’s loan valuation allowances for mortgage loans for the three and six months ended June 30, 2018 and 2017 is as follows (dollars in thousands):



	Three months ended June 30,					Six months ended June 30,
	2018			2017		2018			2017
Balance, beginning of period	$	8,864		$	7,786	$	9,384		$	7,685
Provision (release)	845			366		329			467
Translation adjustment	(3		)	4		(7		)	4
Balance, end of period	$	9,706		$	8,156	$	9,706		$	8,156

Information regarding the portion of the Company’s mortgage loans that were impaired as of June 30, 2018 and December 31, 2017 is as follows (dollars in thousands):



	Unpaid Principal Balance		Recorded Investment		Related Allowance		Carrying Value
June 30, 2018:
Impaired mortgage loans with no valuation allowance recorded	$	30,690	$	30,653	$	—	$	30,653
Impaired mortgage loans with valuation allowance recorded	—		—		—		—
Total impaired mortgage loans	$	30,690	$	30,653	$	—	$	30,653
December 31, 2017:
Impaired mortgage loans with no valuation allowance recorded	$	6,427	$	5,858	$	—	$	5,858
Impaired mortgage loans with valuation allowance recorded	—		—		—		—
Total impaired mortgage loans	$	6,427	$	5,858	$	—	$	5,858

The Company’s average investment in impaired mortgage loans and the related interest income are reflected in the table below for the periods indicated (dollars in thousands):
	Three months ended June 30,
	2018				2017
	Average Recorded Investment ⁽¹⁾		Interest Income		Average Recorded Investment ⁽¹⁾		Interest Income
Impaired mortgage loans with no valuation allowance recorded	$	27,038	$	247	$	2,088	$	33
Impaired mortgage loans with valuation allowance recorded	—		—		—		—
Total impaired mortgage loans	$	27,038	$	247	$	2,088	$	33

	Six months ended June 30,
	2018				2017
	Average Recorded Investment ⁽¹⁾		Interest Income		Average Recorded Investment ⁽¹⁾		Interest Income
Impaired mortgage loans with no valuation allowance recorded	$	19,978	$	304	$	2,131	$	67
Impaired mortgage loans with valuation allowance recorded	—		—		—		—
Total impaired mortgage loans	$	19,978	$	304	$	2,131	$	67

(1) Average recorded investment represents the average loan balances as of the beginning of period and all subsequent quarterly end of period balances.

The Company did not acquire any impaired mortgage loans during the six months ended June 30, 2018 and 2017 . The Company had no mortgage loans that were on a nonaccrual status at June 30, 2018 and December 31, 2017 .

Policy Loans

Policy loans comprised approximately 2.7% and 2.6% of the Company’s total investments as of June 30, 2018 and December 31, 2017 , respectively, the majority of which are associated with one client. These policy loans present no credit risk because the amount of the loan cannot exceed the obligation due to the ceding company upon the death of the insured or surrender of the underlying policy. The provisions of the treaties in force and the underlying policies determine the policy loan interest rates. The Company earns a spread between the interest rate earned on policy loans and the interest rate credited to corresponding liabilities.

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Funds Withheld at Interest

Funds withheld at interest comprised approximately 11.8% of the Company’s total investments as of both June 30, 2018 and December 31, 2017 . Of the $6.0 billion funds withheld at interest balance, net of embedded derivatives, as of June 30, 2018 , $4.0 billion of the balance is associated with one client. For reinsurance agreements written on a modified coinsurance basis and certain agreements written on a coinsurance funds withheld basis, assets equal to the net statutory reserves are withheld and legally owned and managed by the ceding company and are reflected as funds withheld at interest on the Company’s condensed consolidated balance sheets. In the event of a ceding company’s insolvency, the Company would need to assert a claim on the assets supporting its reserve liabilities. However, the risk of loss to the Company is mitigated by its ability to offset amounts it owes the ceding company for claims or allowances against amounts owed to the Company from the ceding company.

Other Invested Assets

Other invested assets include limited partnership interests, joint ventures (other than operating joint ventures), equity release mortgages, derivative contracts and fair value option (“FVO”) contractholder-directed unit-linked investments. Other invested assets also include Federal Home Loan Bank of Des Moines (“FHLB”) common stock which is included in other in the table below. Other invested assets represented approximately 3.2% and 2.9% of the Company’s total investments as of June 30, 2018 and December 31, 2017 , respectively. Carrying values of these assets as of June 30, 2018 and December 31, 2017 are as follows (dollars in thousands):



	June 30, 2018		December 31, 2017
Limited partnership interests and real estate joint ventures	$	857,599	$	781,124
Equity release mortgages	311,723		219,940
Derivatives	137,315		137,613
FVO contractholder-directed unit-linked investments	212,202		218,541
Other	86,723		148,114
Total other invested assets	$	1,605,562	$	1,505,332

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5. Derivative Instruments

Derivatives, except for embedded derivatives and longevity and mortality swaps, are carried on the Company’s condensed consolidated balance sheets in other invested assets or other liabilities, at fair value. Longevity and mortality swaps are included on the condensed consolidated balance sheets in other assets or other liabilities, at fair value. Embedded derivative assets and liabilities on modified coinsurance or funds withheld arrangements are included on the condensed consolidated balance sheets with the host contract in funds withheld at interest, at fair value. Embedded derivative liabilities on indexed annuity and variable annuity products are included on the condensed consolidated balance sheets with the host contract in interest-sensitive contract liabilities, at fair value. The following table presents the notional amounts and gross fair value of derivative instruments prior to taking into account the netting effects of master netting agreements as of June 30, 2018 and December 31, 2017 (dollars in thousands):



	June 30, 2018						December 31, 2017
	Notional		Carrying Value/Fair Value				Notional		Carrying Value/Fair Value
	Amount		Assets		Liabilities		Amount		Assets		Liabilities
Derivatives not designated as hedging instruments:
Interest rate swaps	$	1,084,555	$	43,439	$	2,514	$	996,204	$	59,809	$	2,372
Financial futures	348,874		—		—		412,438		—		—
Foreign currency forwards	4,512		—		8		6,030		—		28
Consumer price index swaps	328,190		1,126		199		221,932		—		2,160
Credit default swaps	928,300		6,725		122		961,200		8,319		1,651
Equity options	639,801		25,950		—		632,251		23,271		—
Longevity swaps	934,720		43,971		—		960,400		40,659		—
Mortality swaps	25,000		—		782		—		—		1,683
Synthetic guaranteed investment contracts	10,634,677		—		—		10,052,576		—		—
Embedded derivatives in:
Modified coinsurance or funds withheld arrangements	—		144,610		—		—		122,194		—
Indexed annuity products	—		—		806,436		—		—		861,758
Variable annuity products	—		—		122,361		—		—		152,470
Total non-hedging derivatives	14,928,629		265,821		932,422		14,243,031		254,252		1,022,122
Derivatives designated as hedging instruments:
Interest rate swaps	435,000		204		19,699		435,000		—		20,389
Foreign currency swaps	580,036		58,294		2,598		672,921		65,207		8,496
Foreign currency forwards	718,177		18,428		—		553,175		1,265		7,720
Total hedging derivatives	1,733,213		76,926		22,297		1,661,096		66,472		36,605
Total derivatives	$	16,661,842	$	342,747	$	954,719	$	15,904,127	$	320,724	$	1,058,727

Netting Arrangements

Certain of the Company’s derivatives are subject to enforceable master netting arrangements and reported as a net asset or liability in the condensed consolidated balance sheets. The Company nets all derivatives that are subject to such arrangements.

The Company has elected to include all derivatives, except embedded derivatives, in the tables below, irrespective of whether they are subject to an enforceable master netting arrangement or a similar agreement. See Note 4 – “Investments” for information regarding the Company’s securities borrowing, lending, repurchase and repurchase/reverse repurchase programs. See “Embedded Derivatives” below for information regarding the Company’s bifurcated embedded derivatives.

The following table provides information relating to the Company’s derivative instruments as of June 30, 2018 and December 31, 2017 (dollars in thousands):



								Gross Amounts Not Offset in the Balance Sheet
	Gross Amounts Recognized		Gross Amounts Offset in the Balance Sheet			Net Amounts Presented in the Balance Sheet		Financial Instruments ⁽¹⁾			Cash Collateral Pledged/ Received			Net Amount
June 30, 2018:
Derivative assets	$	198,137	$	(16,851	)	$	181,286	$	—		$	(194,067	)	$	(12,781	)
Derivative liabilities	25,922		(16,851		)	9,071		(57,302		)	(9,030		)	(57,261		)
December 31, 2017:
Derivative assets	$	198,530	$	(20,258	)	$	178,272	$	(862	)	$	(185,900	)	$	(8,490	)
Derivative liabilities	44,499		(20,258		)	24,241		(58,156		)	(22,221		)	(56,136		)


(1)	Includes initial margin posted to a central clearing partner.

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Accounting for Derivative Instruments and Hedging Activities

The Company does not enter into derivative instruments for speculative purposes. As discussed below under “Non-qualifying Derivatives and Derivatives for Purposes Other Than Hedging,” the Company uses various derivative instruments for risk management purposes that either do not qualify or have not been qualified for hedge accounting treatment. As of June 30, 2018 and December 31, 2017 , the Company held interest rate swaps that were designated and qualified as cash flow hedges of interest rate risk, for variable rate liabilities and foreign currency assets, foreign currency swaps and foreign currency forwards that were designated and qualified as hedges of a portion of its net investment in its foreign operations, foreign currency swaps that were designated and qualified as fair value hedges of foreign currency risk, and derivative instruments that were not designated as hedging instruments. See Note 2 – “Summary of Significant Accounting Policies” of the Company’s 2017 Annual Report for a detailed discussion of the accounting treatment for derivative instruments, including embedded derivatives. Derivative instruments are carried at fair value and generally require an insignificant amount of cash at inception of the contracts.

Fair Value Hedges

The Company designates and reports certain foreign currency swaps to hedge the foreign currency fair value exposure of foreign currency denominated assets as fair value hedges when they meet the requirements of the general accounting principles for Derivatives and Hedging . The gain or loss on the hedged item attributable to a change in foreign currency and the offsetting gain or loss on the related foreign currency swaps as of June 30, 2018 and 2017, were (dollars in thousands):



Type of Fair Value Hedge	Hedged Item	Gains (Losses) Recognized for Derivatives ⁽¹⁾			Gains (Losses) Recognized for Hedged Items ⁽¹⁾
For the three months ended June 30, 2018:
Foreign currency swaps	Foreign-denominated fixed maturity securities	$	(1,134	)	$	4,942
For the three months ended June 30, 2017:
Foreign currency swaps	Foreign-denominated fixed maturity securities	$	905		$	(905	)
For the six months ended June 30, 2018:
Foreign currency swaps	Foreign-denominated fixed maturity securities	$	(3,025	)	$	6,833
For the six months ended June 30, 2017:
Foreign currency swaps	Foreign-denominated fixed maturity securities	$	7,441		$	(7,441	)


(1)	The net amount represents the ineffective portion of the fair value hedges

Cash Flow Hedges

Certain derivative instruments are designated as cash flow hedges when they meet the requirements of the general accounting principles for Derivatives and Hedging. The Company designates and accounts for the following as cash flows: (i) certain interest rate swaps, in which the cash flows of liabilities are variable based on a benchmark rate; (ii) certain interest rate swaps, in which the cash flows of assets are denominated in different currencies, commonly referred to as cross-currency swaps; and (iii) forward bond purchase commitments.

The following table presents the components of AOCI, before income tax, and the condensed consolidated income statement classification where the gain or loss is recognized related to cash flow hedges for the three and six months ended June 30, 2018 and 2017 (dollars in thousands):

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	Three months ended June 30,
	2018			2017
Balance beginning of period	$	20,662		$	7,690
Gains (losses) deferred in other comprehensive income (loss) on the effective portion of cash flow hedges	2,099			(6,417		)
Amounts reclassified to investment related (gains) losses, net	—			41
Amounts reclassified to investment income	(76		)	(183		)
Amounts reclassified to interest expense	(29		)	—
Balance end of period	$	22,656		$	1,131

	Six months ended June 30,
	2018			2017
Balance beginning of period	$	2,619		$	(2,496	)
Gains (losses) deferred in other comprehensive income (loss) on the effective portion of cash flow hedges	19,916			4,016
Amounts reclassified to investment related (gains) losses, net	—			41
Amounts reclassified to investment income	(221		)	(430		)
Amounts reclassified to interest expense	342			—
Balance end of period	$	22,656		$	1,131

As of June 30, 2018 , the before-tax deferred net gains (losses) on derivative instruments recorded in AOCI that are expected to be reclassified to earnings during the next twelve months are approximately $0.4 million and $1.5 million in investment income and interest expense, respectively.

The following table presents the effective portion of derivatives in cash flow hedging relationships on the condensed consolidated statements of income and the condensed consolidated statements of comprehensive income for the three and six months ended June 30, 2018 and 2017 (dollars in thousands):



	Effective Portion
Derivative Type	Gain (Loss) Deferred in OCI			Gain (Loss) Reclassified into Income from OCI
				Investment Related Gains (Losses)			Investment Income		Interest Expense
For the three months ended June 30, 2018:
Interest rate	$	4,742		$	—		$	—	$	29
Currency/Interest rate	(2,643		)	—			76		—
Total	$	2,099		$	—		$	76	$	29
For the three months ended June 30, 2017:
Interest rate	$	(7,643	)	$	—		$	—	$	—
Currency/Interest rate	1,226			—			132		—
Forward bond purchase commitments	—			(41		)	51		—
Total	$	(6,417	)	$	(41	)	$	183	$	—

For the six months ended June 30, 2018:
Interest rate	$	19,727		$	—		$	—	$	(342	)
Currency/Interest rate	189			—			221		—
Total	$	19,916		$	—		$	221	$	(342	)
For the six months ended June 30, 2017:
Interest rate	$	(5,427	)	$	—		$	—	$	—
Currency/Interest rate	9,443			—			329		—
Forward bond purchase commitments	—			(41		)	101		—
Total	$	4,016		$	(41	)	$	430	$	—

For the three and six months ended June 30, 2018 and 2017 , the ineffective portion of derivatives reported as cash flow hedges was not material to the Company’s results of operations. Also, there were no material amounts reclassified into earnings relating to instances in which the Company discontinued cash flow hedge accounting because the forecasted transaction did not occur by the anticipated date or within the additional time period permitted by the authoritative guidance for the accounting for derivatives and hedging.

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Hedges of Net Investments in Foreign Operations

The Company uses foreign currency swaps and foreign currency forwards to hedge a portion of its net investment in certain foreign operations against adverse movements in exchange rates. The following table illustrates the Company’s net investments in foreign operations (“NIFO”) hedges for the three and six months ended June 30, 2018 and 2017 (dollars in thousands):



	Derivative Gains (Losses) Deferred in AOCI
	For the three months ended June 30,					For the six months ended June 30,
Type of NIFO Hedge ^{(1) (2)}	2018		2017			2018		2017
Foreign currency swaps	$	8,197	$	(17,919	)	$	17,002	$	(25,525	)
Foreign currency forwards	11,063		4,158			23,299		4,158
Total	$	19,260	$	(13,761	)	$	40,301	$	(21,367	)


(1)	There were no sales or substantial liquidations of net investments in foreign operations that would have required the reclassification of gains or losses from accumulated other comprehensive income (loss) into investment income during the periods presented.


(2)	There was no ineffectiveness recognized for the Company’s hedges of net investments in foreign operations.

The cumulative foreign currency translation gain recorded in AOCI related to these hedges was $154.0 million and $113.7 million at June 30, 2018 and December 31, 2017 , respectively. If a hedged foreign operation was sold or substantially liquidated, the amounts in AOCI would be reclassified to the condensed consolidated statements of income. A pro rata portion would be reclassified upon partial sale of a hedged foreign operation.

Non-qualifying Derivatives and Derivatives for Purposes Other Than Hedging

The Company uses various other derivative instruments for risk management purposes that either do not qualify or have not been qualified for hedge accounting treatment. The gain or loss related to the change in fair value for these derivative instruments is recognized in investment related gains (losses), net in the condensed consolidated statements of income, except where otherwise noted.

A summary of the effect of non-hedging derivatives, including embedded derivatives, on the Company’s condensed consolidated statements of income for the three and six months ended June 30, 2018 and 2017 is as follows (dollars in thousands):

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		Gain (Loss) for the three months ended June 30,
Type of Non-hedging Derivative	Income Statement Location of Gain (Loss)	2018			2017
Interest rate swaps	Investment related gains (losses), net	$	(8,600	)	$	14,289
Financial futures	Investment related gains (losses), net	(897		)	(6,442		)
Foreign currency forwards	Investment related gains (losses), net	(262		)	(351		)
CPI swaps	Investment related gains (losses), net	1,041			(4		)
Credit default swaps	Investment related gains (losses), net	1,084			3,879
Equity options	Investment related gains (losses), net	(8,007		)	(9,273		)
Longevity swaps	Other revenues	2,289			1,981
Mortality swaps	Other revenues	(799		)	(395		)
Subtotal		(14,151		)	3,684
Embedded derivatives in:
Modified coinsurance or funds withheld arrangements	Investment related gains (losses), net	8,805			15,108
Indexed annuity products	Interest credited	6,519			(5,955		)
Variable annuity products	Investment related gains (losses), net	15,324			360
Total non-hedging derivatives		$	16,497		$	13,197

		Gain (Loss) for the six months ended June 30,
Type of Non-hedging Derivative	Income Statement Location of Gain (Loss)	2018			2017
Interest rate swaps	Investment related gains (losses), net	$	(35,171	)	$	11,677
Financial futures	Investment related gains (losses), net	(768		)	(19,217		)
Foreign currency forwards	Investment related gains (losses), net	61			553
CPI swaps	Investment related gains (losses), net	3,227			(9		)
Credit default swaps	Investment related gains (losses), net	682			11,237
Equity options	Investment related gains (losses), net	(5,414		)	(26,462		)
Longevity swaps	Other revenues	4,557			3,847
Mortality swaps	Other revenues	(799		)	(790		)
Subtotal		(33,625		)	(19,164		)
Embedded derivatives in:
Modified coinsurance or funds withheld arrangements	Investment related gains (losses), net	22,416			83,810
Indexed annuity products	Interest credited	31,870			(22,357		)
Variable annuity products	Investment related gains (losses), net	30,109			22,723
Total non-hedging derivatives		$	50,770		$	65,012

Types of Derivatives Used by the Company

Interest Rate Swaps

Interest rate swaps are used by the Company primarily to reduce market risks from changes in interest rates, to alter interest rate exposure arising from mismatches between assets and liabilities (duration mismatches) and to manage the risk of cash flows of liabilities that are variable based on a benchmark rate. With an interest rate swap, the Company agrees with another party to exchange, at specified intervals, the difference between two rates, which can be either fixed-rate or floating-rate interest amounts, tied to an agreed-upon notional principal amount. These transactions are executed pursuant to master agreements that provide for a single net payment or individual gross payments at each due date. The Company utilizes interest rate swaps in cash flow and non-qualifying hedging relationships.

Financial Futures

Exchange-traded futures are used primarily to economically hedge liabilities embedded in certain variable annuity products. With exchange-traded futures transactions, the Company agrees to purchase or sell a specified number of contracts, the value of which is determined by the relevant indices, and to post variation margin on a daily basis in an amount equal to the difference between the daily estimated fair values of those contracts. The Company enters into exchange-traded futures with regulated futures commission merchants that are members of the exchange.

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Equity Options

Equity index options are used by the Company primarily to hedge minimum guarantees embedded in certain variable annuity products. To hedge against adverse changes in equity indices volatility, the Company buys put options. The contracts are net settled in cash based on differentials in the indices at the time of exercise and the strike price.

Consumer Price Index Swaps

Consumer price index (“CPI”) swaps are used by the Company primarily to economically hedge liabilities embedded in certain insurance products where value is directly affected by changes in a designated benchmark consumer price index. With a CPI swap transaction, the Company agrees with another party to exchange the actual amount of inflation realized over a specified period of time for a fixed amount of inflation determined at inception. These transactions are executed pursuant to master agreements that provide for a single net payment or individual gross payments to be made by the counterparty at each due date. Most of these swaps will require a single payment to be made by one counterparty at the maturity date of the swap.

Foreign Currency Swaps

Foreign currency swaps are used by the Company to reduce the risk from fluctuations in foreign currency exchange rates associated with its assets and liabilities denominated in foreign currencies. With a foreign currency swap transaction, the Company agrees with another party to exchange, at specified intervals, the difference between one currency and another at a forward exchange rate calculated by reference to an agreed upon principal amount. The principal amount of each currency is exchanged at the termination of the currency swap by each party. The Company uses foreign currency swaps in hedges of net investments in foreign operations and non-qualifying hedge relationships.

Foreign Currency Forwards

Foreign currency forwards are used by the Company to reduce the risk from fluctuations in foreign currency exchange rates associated with its assets and liabilities denominated in foreign currencies. With a foreign currency forward transaction, the Company agrees with another party to deliver a specified amount of an identified currency at a specified future date. The price is agreed upon at the time of the contract and payment for such a contract is made in a different currency at the specified future date. The Company uses foreign currency forwards in hedges of net investments in foreign operations and non-qualifying hedge relationships.

Forward Bond Purchase Commitments

Forward bond purchase commitments have been used by the Company to hedge against the variability in the anticipated cash flows required to purchase securities. With forward bond purchase commitments, the forward price is agreed upon at the time of the contract and payment for such contract is made at the future specified settlement date of the securities.

Credit Default Swaps

The Company sells protection under single name credit default swaps and credit default swap index tranches to diversify its credit risk exposure in certain portfolios and, in combination with purchasing securities, to replicate characteristics of similar investments based on the credit quality and term of the credit default swap. Credit default triggers for indexed reference entities and single name reference entities are defined in the contracts. The Company’s maximum exposure to credit loss equals the notional value for credit default swaps. In the event of default of a referencing entity, the Company is typically required to pay the protection holder the full notional value less a recovery amount determined at auction.

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The following table presents the estimated fair value, maximum amount of future payments and weighted average years to maturity of credit default swaps sold by the Company at June 30, 2018 and December 31, 2017 (dollars in thousands):



	June 30, 2018						December 31, 2017
Rating Agency Designation of Referenced Credit Obligations ⁽¹⁾	Estimated Fair Value of Credit Default Swaps			Maximum Amount of Future Payments under Credit Default Swaps ⁽²⁾		Weighted Average Years to Maturity ⁽³⁾	Estimated Fair Value of Credit Default Swaps			Maximum Amount of Future Payments under Credit Default Swaps ⁽²⁾		Weighted Average Years to Maturity ⁽³⁾
AAA/AA+/AA/AA-/A+/A/A-
Single name credit default swaps	$	2,574		$	152,000	2.7	$	3,128		$	162,000	2.9
Subtotal	2,574			152,000		2.7	3,128			162,000		2.9
BBB+/BBB/BBB-
Single name credit default swaps	4,092			338,700		2.6	4,469			361,700		2.9
Credit default swaps referencing indices	(59		)	422,600		3.5	(55		)	422,600		4.0
Subtotal	4,033			761,300		3.1	4,414			784,300		3.5
BB+/BB/BB-
Single name credit default swaps	(4		)	15,000		1.2	30			5,000		1.5
Subtotal	(4		)	15,000		1.2	30			5,000		1.5
Total	$	6,603		$	928,300	3.0	$	7,572		$	951,300	3.4


(1)	The rating agency designations are based on ratings from Standard and Poor’s (“S&P”).


(2)	Assumes the value of the referenced credit obligations is zero.


(3)	The weighted average years to maturity of the credit default swaps is calculated based on weighted average notional amounts.

The Company also purchases credit default swaps to reduce its risk against a drop in bond prices due to credit concerns of certain bond issuers. If a credit event, as defined by the contract, occurs, the Company is able to put the bond back to the counterparty at par.

Longevity Swaps

The Company enters into longevity swaps in the form of out-of-the-money options, which provide protection against changes in mortality improvement to retirement plans and insurers of such plans. With a longevity swap transaction, the Company agrees with another party to exchange a proportion of a notional value. The proportion is determined by the difference between a predefined benefit, and the realized benefit plus the future expected benefit, calculated by reference to a population index for a fixed premium.

Mortality Swaps

Mortality swaps are used by the Company to hedge risk from changes in mortality experience associated with its reinsurance of life insurance risk. The Company agrees with another party to exchange, at specified intervals, a proportion of a notional value determined by the difference between a predefined expected and realized claim amount on a designated index of reinsured lives, for a fixed percentage (premium) each term.

Synthetic Guaranteed Investment Contracts

The Company sells fee-based synthetic guaranteed investment contracts to retirement plans which include investment-only, stable value contracts. The assets are owned by the trustees of such plans, who invest the assets under the terms of investment guidelines to which the Company agrees. The contracts contain a guarantee of a minimum rate of return on participant balances supported by the underlying assets, and a guarantee of liquidity to meet certain participant-initiated plan cash flow requirements. These contracts are reported as derivatives and recorded at fair value.

Embedded Derivatives

The Company has certain embedded derivatives which are required to be separated from their host contracts and reported as derivatives. Host contracts include reinsurance treaties structured on a modified coinsurance (“modco”) or funds withheld basis. Additionally, the Company reinsures equity-indexed annuity and variable annuity contracts with benefits that are considered embedded derivatives, including guaranteed minimum withdrawal benefits, guaranteed minimum accumulation benefits, and guaranteed minimum income benefits. The changes in fair values of embedded derivatives on equity-indexed annuities described below relate to changes in the fair value associated with capital market and other related assumptions. The Company’s utilization of a credit valuation adjustment (“CVA”) did not have a material effect on the change in fair value of its embedded derivatives for the three and six months ended June 30, 2018 and 2017 .

The related gains (losses) and the effect on net income after amortization of deferred acquisition costs (“DAC”) and income taxes for the three and six months ended June 30, 2018 and 2017 are reflected in the following table (dollars in thousands):

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	Three months ended June 30,					Six months ended June 30,
	2018		2017			2018		2017
Embedded derivatives in modco or funds withheld arrangements included in investment related gains	$	8,805	$	15,108		$	22,416	$	83,810
After the associated amortization of DAC and taxes, the related amounts included in net income	5,987		2,941			12,836		28,785
Embedded derivatives in variable annuity contracts included in investment related gains	15,324		360			30,109		22,723
After the associated amortization of DAC and taxes, the related amounts included in net income	12,472		3,023			23,598		31,859
Amounts related to embedded derivatives in equity-indexed annuities included in benefits and expenses	6,519		(5,955		)	31,870		(22,357		)
After the associated amortization of DAC and taxes, the related amounts included in net income	3,966		(6,925		)	10,503		(28,322		)

Credit Risk

The Company manages its credit risk related to over-the-counter (“OTC”) derivatives by entering into transactions with creditworthy counterparties, maintaining collateral arrangements and through the use of master netting agreements that provide for a single net payment to be made by one counterparty to another at each due date and upon termination.

The credit exposure of the Company’s OTC derivative transactions is represented by the contracts with a positive fair value (market value) at the reporting date. To reduce credit exposures, the Company seeks to (i) enter into OTC derivative transactions pursuant to master netting agreements that provide for a netting of payments and receipts with a single counterparty, and (ii) enter into agreements that allow the use of credit support annexes, which are bilateral rating-sensitive agreements that require collateral postings at established threshold levels. Certain of the Company’s OTC derivatives are cleared derivatives, which are bilateral transactions between the Company and a counterparty where the transactions are cleared through a clearinghouse, such that each derivative counterparty is only exposed to the default of the clearinghouse. These cleared transactions require initial and daily variation margin collateral postings and include certain interest rate swaps and credit default swaps entered into on or after June 10, 2013, related to guidelines implemented under the Dodd-Frank Wall Street Reform and Consumer Protection Act. In 2017, the Company followed the Chicago Mercantile Exchange amended rulebook to legally characterize variation margin payments as settlements of the derivative’s mark-to-market exposure and not collateral. Also, the Company enters into exchange-traded futures through regulated exchanges and these transactions are settled on a daily basis, thereby reducing credit risk exposure in the event of non-performance by counterparties to such financial instruments.

The Company enters into various collateral arrangements, which require both the posting and accepting of collateral in connection with its derivative instruments. Collateral agreements contain attachment thresholds that may vary depending on the posting party’s ratings. Additionally, a decline in the Company’s or the counterparty’s credit ratings to specified levels could result in potential settlement of the derivative positions under the Company’s agreements with its counterparties. The Company also has exchange-traded futures, which require the maintenance of a margin account. As exchange-traded futures are affected through regulated exchanges, and positions are marked to market on a daily basis, the Company has minimal exposure to credit-related losses in the event of nonperformance by counterparties.

The Company’s credit exposure related to derivative contracts is generally limited to the fair value at the reporting date plus or minus any collateral posted or held by the Company. The Company’s credit exposure to mortality swaps is minimal, as they are fully collateralized by a counterparty. Information regarding the Company’s credit exposure related to its over-the-counter derivative contracts, centrally cleared derivative contracts and margin account for exchange-traded futures, excluding mortality swaps, at June 30, 2018 and December 31, 2017 are reflected in the following table (dollars in thousands):



	June 30, 2018			December 31, 2017
Estimated fair value of derivatives in net asset position	$	172,997		$	155,714
Cash provided as collateral ⁽¹⁾	9,030			22,221
Securities pledged to counterparties as collateral ⁽²⁾	57,302			58,156
Cash pledged from counterparties as collateral ⁽³⁾	(194,067		)	(185,900		)
Securities pledged from counterparties as collateral ⁽⁴⁾	—			(862		)
Initial margin for cleared derivatives ⁽²⁾	(57,302		)	(58,156		)
Net amount after application of master netting agreements and collateral	$	(12,040	)	$	(8,827	)
Margin account related to exchange-traded futures ⁽⁵⁾	$	8,331		$	6,538


(1)	Consists of receivable from counterparty, included in other assets.


(2)	Included in available-for-sale securities, primarily consists of U.S. Treasury and government agency securities.


(3)	Included in cash and cash equivalents, with obligation to return cash collateral recorded in other liabilities.


(4)	Consists of U.S. Treasury and government securities.


(5)	Included in other assets.

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6. Fair Value of Assets and Liabilities

Fair Value Measurement

General accounting principles for Fair Value Measurements and Disclosures define fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. These principles also establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value and describes three levels of inputs that may be used to measure fair value:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities. The Company’s Level 1 assets and liabilities are traded in active exchange markets.

Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or market standard valuation techniques and assumptions that use significant inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the related assets or liabilities. Prices are determined using valuation methodologies such as discounted cash flow models and other similar techniques that require management’s judgment or estimation in developing inputs that are consistent with those other market participants would use when pricing similar assets and liabilities. Additionally, the Company’s embedded derivatives, all of which are associated with reinsurance treaties and longevity and mortality swaps, are classified in Level 3 since their values include significant unobservable inputs.

For a discussion of the Company’s valuation methodologies for assets and liabilities measured at fair value and the fair value hierarchy, see Note 6 in the Notes to Consolidated Financial Statements included in the Company’s 2017 Annual Report.

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Assets and Liabilities by Hierarchy Level

Assets and liabilities measured at fair value on a recurring basis as of June 30, 2018 and December 31, 2017 are summarized below (dollars in thousands):



June 30, 2018:				Fair Value Measurements Using:
	Total			Level 1		Level 2			Level 3
Assets:
Fixed maturity securities – available-for-sale:
Corporate	$	22,503,507		$	—	$	21,136,353		$	1,367,154
Canadian government	4,062,843			—		3,490,145			572,698
RMBS	1,821,214			—		1,766,375			54,839
ABS	1,708,824			—		1,638,138			70,686
CMBS	1,242,509			—		1,240,642			1,867
U.S. government	1,525,150			1,405,485		98,930			20,735
State and political subdivisions	737,044			—		720,539			16,505
Other foreign government	3,183,863			—		3,178,819			5,044
Total fixed maturity securities – available-for-sale	36,784,954			1,405,485		33,269,941			2,109,528
Equity securities	108,070			65,133		—			42,937
Funds withheld at interest – embedded derivatives	144,610			—		—			144,610
Cash equivalents	424,601			409,242		15,359			—
Short-term investments	82,521			991		78,313			3,217
Other invested assets:
Derivatives:
Interest rate swaps	36,170			—		36,170			—
Foreign currency forwards	18,428			—		18,428			—
CPI swaps	(42		)	—		(42		)	—
Credit default swaps	5,927			—		5,927			—
Equity options	21,136			—		21,136			—
Foreign currency swaps	55,696			—		55,696			—
FVO contractholder-directed unit-linked investments	212,202			211,141		1,061			—
Total other invested assets	349,517			211,141		138,376			—
Other assets - longevity swaps	43,971			—		—			43,971
Total	$	37,938,244		$	2,091,992	$	33,501,989		$	2,344,263
Liabilities:
Interest sensitive contract liabilities – embedded derivatives	$	928,797		$	—	$	—		$	928,797
Other liabilities:
Derivatives:
Interest rate swaps	14,740			—		14,740			—
Foreign currency forwards	8			—		8			—
CPI swaps	(969		)	—		(969		)	—
Credit default swaps	(676		)	—		(676		)	—
Equity options	(4,814		)	—		(4,814		)	—
Mortality swaps	782			—		—			782
Total	$	937,868		$	—	$	8,289		$	929,579

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December 31, 2017:				Fair Value Measurements Using:
	Total			Level 1		Level 2			Level 3
Assets:
Fixed maturity securities – available-for-sale:
Corporate	$	23,210,968		$	—	$	21,873,696		$	1,337,272
Canadian government	4,220,076			—		3,626,134			593,942
RMBS	1,719,880			—		1,611,998			107,882
ABS	1,648,362			—		1,524,888			123,474
CMBS	1,303,387			—		1,300,153			3,234
U.S. government	1,943,592			1,818,006		103,075			22,511
State and political subdivisions	703,428			—		662,225			41,203
Other foreign government	3,401,127			—		3,396,035			5,092
Total fixed maturity securities – available-for-sale	38,150,820			1,818,006		34,098,204			2,234,610
Equity securities:
Non-redeemable preferred stock	39,806			39,806		—			—
Other equity securities	60,346			60,346		—			—
Funds withheld at interest – embedded derivatives	122,194			—		—			122,194
Cash equivalents	356,788			354,071		2,717			—
Short-term investments	50,746			—		47,650			3,096
Other invested assets:
Derivatives:
Interest rate swaps	51,359			—		51,359			—
Foreign currency forwards	730			—		730			—
CPI swaps	(221		)	—		(221		)	—
Credit default swaps	5,908			—		5,908			—
Equity options	16,932			—		16,932			—
Foreign currency swaps	62,905			—		62,905			—
FVO contractholder-directed unit-linked investments	218,541			217,618		923			—
Total other invested assets	356,154			217,618		138,536			—
Other assets - longevity swaps	40,659			—		—			40,659
Total	$	39,177,513		$	2,489,847	$	34,287,107		$	2,400,559
Liabilities:
Interest sensitive contract liabilities – embedded derivatives	$	1,014,228		$	—	$	—		$	1,014,228
Other liabilities:
Derivatives:
Interest rate swaps	14,311			—		14,311			—
Foreign currency forwards	7,213			—		7,213			—
CPI swaps	1,939			—		1,939			—
Credit default swaps	(760		)	—		(760		)	—
Equity options	(6,339		)	—		(6,339		)	—
Foreign currency swaps	6,194			—		6,194			—
Mortality swaps	1,683			—		—			1,683
Total	$	1,038,469		$	—	$	22,558		$	1,015,911

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Transfers between Levels 1 and 2

Transfers between Levels 1 and 2 are made to reflect changes in observability of inputs and market activity. There were no transfers between Level 1 and Level 2 for the six months ended June 30, 2018. The Company recognizes transfers of assets and liabilities into and out of levels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs. The following tables present the transfers between Level 1 and Level 2 during the three and six months ended June 30, 2017 (dollars in thousands):



	2017
	Transfers from Level 1 to Level 2		Transfers from Level 2 to Level 1
Three months ended June 30:
Fixed maturity securities - available-for-sale:
Corporate securities	$	—	$	49,999

Six months ended June 30:
Fixed maturity securities - available-for-sale:
Corporate securities	$	—	$	88,674

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Quantitative Information Regarding Internally - Priced Level 3 Assets and Liabilities

The following table presents quantitative information about significant unobservable inputs used in Level 3 fair value measurements that are developed internally by the Company as of June 30, 2018 and December 31, 2017 (dollars in thousands):



	Estimated Fair Value				Valuation Technique	Unobservable Inputs	Range (Weighted Average)
	June 30, 2018		December 31, 2017		Valuation Technique	Unobservable Inputs	June 30, 2018		December 31, 2017
Assets:
Corporate	$	571,750	$	173,579	Market comparable securities	Liquidity premium	0-2% (1%)		0-2% (1%)
						EBITDA Multiple	5.9x-7.5x (6.9x)		—
U.S. government	20,735		22,511		Market comparable securities	Liquidity premium	0-1% (1%)		0-1% (1%)
State and political subdivisions	4,361		4,616		Market comparable securities	Liquidity premium	1	%	1	%
Other foreign government	5,044		—		Market comparable securities	Liquidity premium	1	%	—
Equity securities	23,856		—		Market comparable securities	Liquidity premium	1	%	—
						EBITDA Multiple	6.9x-13.1x (7.9x)		—
Funds withheld at interest- embedded derivatives	144,610		122,194		Total return swap	Mortality	0-100% (2%)		0-100% (2%)
						Lapse	0-35% (9%)		0-35% (9%)
						Withdrawal	0-5% (3%)		0-5% (3%)
						CVA	0-5% (1%)		0-5% (1%)
						Crediting rate	2-4% (2%)		2-4% (2%)
Longevity swaps	43,971		40,659		Discounted cash flow	Mortality	0-100% (2%)		0-100% (2%)
						Mortality improvement	(10%)-10% (3%)		(10%)-10% (3%)
Liabilities:
Interest sensitive contract liabilities- embedded derivatives- indexed annuities	806,436		861,758		Discounted cash flow	Mortality	0-100% (2%)		0-100% (2%)
						Lapse	0-35% (9%)		0-35% (9%)
						Withdrawal	0-5% (3%)		0-5% (3%)
						Option budget projection	2-4% (2%)		2-4% (2%)
Interest sensitive contract liabilities- embedded derivatives- variable annuities	122,361		152,470		Discounted cash flow	Mortality	0-100% (1%)		0-100% (1%)
						Lapse	0-25% (5%)		0-25% (5%)
						Withdrawal	0-7% (4%)		0-7% (3%)
						CVA	0-5% (1%)		0-5% (1%)
						Long-term volatility	0-27% (14%)		0-27% (8%)
Mortality swaps	782		1,683		Discounted cash flow	Mortality	0-100% (1%)		0-100% (1%)

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Changes in Level 3 Assets and Liabilities

Assets and liabilities transferred into Level 3 are due to a lack of observable market transactions and price information. Assets and liabilities are transferred out of Level 3 when circumstances change such that significant inputs can be corroborated with market observable data. This may be due to a significant increase in market activity for the asset or liability, a specific event, one or more significant input(s) becoming observable. Transfers out of Level 3 were primarily the result of the Company obtaining observable pricing information or a third party pricing quotation that appropriately reflects the fair value of those assets and liabilities. In addition, certain transfers out of Level 3 were also due to ratings upgrades on mortgage-backed securities that had previously had below investment-grade ratings. The Company also transferred equity securities with a fair value of approximately $38.9 million into Level 3 as a result of the adoption of the new accounting guidance for the recognition and measurement of equity securities.

For further information on the Company’s valuation processes, see Note 6 in the Notes to Consolidated Financial Statements included in the Company’s 2017 Annual Report.

The reconciliations for all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) are as follows (dollars in thousands):



For the three months ended June 30, 2018:	Fixed maturity securities - available-for-sale
	Corporate			Canadian government			RMBS			ABS
Fair value, beginning of period	$	1,299,264		$	572,747		$	120,614		$	130,706
Total gains/losses (realized/unrealized)
Included in earnings, net:
Investment income, net of related expenses	(305		)	3,468			(43		)	76
Investment related gains (losses), net	(3,141		)	—			312			1,282
Included in other comprehensive income	2,178			(3,517		)	(671		)	(1,544		)
Purchases ⁽¹⁾	155,498			—			24,412			—
Sales ⁽¹⁾	(11,089		)	—			(4,961		)	—
Settlements ⁽¹⁾	(68,328		)	—			(1,572		)	(19,544		)
Transfers into Level 3	—			—			3,031			4,968
Transfers out of Level 3	(6,923		)	—			(86,283		)	(45,258		)
Fair value, end of period	$	1,367,154		$	572,698		$	54,839		$	70,686
Unrealized gains and losses recorded in earnings for the period relating to those Level 3 assets and liabilities that were still held at the end of the period
Included in earnings, net:
Investment income, net of related expenses	$	(304	)	$	3,468		$	(13	)	$	68
Investment related gains (losses), net	(3,141		)	—			—			—



For the three months ended June 30, 2018 (continued):	Fixed maturity securities available-for-sale
	CMBS			U.S. government			State and political subdivisions			Other foreign government
Fair value, beginning of period	$	1,884		$	21,053		$	41,876		$	5,004
Total gains/losses (realized/unrealized)
Included in earnings, net:
Investment income, net of related expenses	—			(107		)	(10		)	—
Included in other comprehensive income	(16		)	(173		)	(110		)	40
Purchases ⁽¹⁾	—			118			—			—
Settlements ⁽¹⁾	(2		)	(156		)	(86		)	—
Transfers out of Level 3	1			—			(25,165		)	—
Fair value, end of period	$	1,867		$	20,735		$	16,505		$	5,044
Unrealized gains and losses recorded in earnings for the period relating to those Level 3 assets and liabilities that were still held at the end of the period
Included in earnings, net:
Investment income, net of related expenses	$	—		$	(108	)	$	(11	)	$	—

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For the three months ended June 30, 2018 (continued):	Equity securities			Funds withheld at interest- embedded derivatives		Short-term Investments			Other assets - longevity swaps			Interest sensitive contract liabilities embedded derivatives			Other liabilities - mortality swaps
Fair value, beginning of period	$	36,152		$	135,805	$	3,217		$	44,011		$	(964,794	)	$	(1,683	)
Total gains/losses (realized/unrealized)
Included in earnings, net:
Investment income, net of related expenses	—			—		—			—			—			—
Investment related gains (losses), net	(4,922		)	8,805		—			—			15,324			—
Claims & other policy benefits	—			—		—			—			—			—
Interest credited	—			—		—			—			6,519			—
Policy acquisition costs and other insurance expenses	—			—		—			—			—			—
Included in other comprehensive income	—			—		(21		)	(2,329		)	—			—
Other revenues	—			—		—			2,289			—			(799		)
Purchases ⁽¹⁾	12,248			—		335			—			(4,205		)	—
Sales ⁽¹⁾	(541		)	—		—			—			—			—
Settlements ⁽¹⁾	—			—		(314		)	—			18,359			1,700
Transfers into Level 3	—			—		—			—			—			—
Transfers out of Level 3	—			—		—			—			—			—
Fair value, end of period	$	42,937		$	144,610	$	3,217		$	43,971		$	(928,797	)	$	(782	)
Unrealized gains and losses recorded in earnings for the period relating to those Level 3 assets and liabilities that were still held at the end of the period
Included in earnings, net:
Investment related gains (losses), net	$	(5,000	)	$	8,805	$	—		$	—		$	13,474		$	—
Other revenues	—			—		—			2,289			—			(799		)
Interest credited	—			—		—			—			(11,839		)	—



For the six months ended June 30, 2018:	Fixed maturity securities - available-for-sale
	Corporate			Canadian government			RMBS			ABS
Fair value, beginning of period	$	1,337,272		$	593,942		$	107,882		$	123,474
Total gains/losses (realized/unrealized)
Included in earnings, net:
Investment income, net of related expenses	(666		)	6,912			(135		)	182
Investment related gains (losses), net	(3,141		)	—			312			1,284
Included in other comprehensive income	(30,674		)	(28,156		)	(1,781		)	(691		)
Purchases ⁽¹⁾	255,668			—			45,328			11,000
Sales ⁽¹⁾	(17,269		)	—			(4,961		)	—
Settlements ⁽¹⁾	(143,474		)	—			(4,535		)	(22,283		)
Transfers into Level 3	7,166			—			3,031			4,968
Transfers out of Level 3	(37,728		)	—			(90,302		)	(47,248		)
Fair value, end of period	$	1,367,154		$	572,698		$	54,839		$	70,686
Unrealized gains and losses recorded in earnings for the period relating to those Level 3 assets and liabilities that were still held at the end of the period
Included in earnings, net:
Investment income, net of related expenses	$	(665	)	$	6,912		$	(105	)	$	174
Investment related gains (losses), net	(3,141		)	—			—			—

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For the six months ended June 30, 2018 (continued):	Fixed maturity securities available-for-sale
	CMBS			U.S. government			State and political subdivisions			Other foreign government
Fair value, beginning of period	$	3,234		$	22,511		$	41,203		$	5,092
Total gains/losses (realized/unrealized)
Included in earnings, net:
Investment income, net of related expenses	—			(217		)	(2		)	—
Included in other comprehensive income	(63		)	(513		)	590			(48		)
Purchases ⁽¹⁾	—			214			—			—
Settlements ⁽¹⁾	(3		)	(1,260		)	(121		)	—
Transfers out of Level 3	(1,301		)	—			(25,165		)	—
Fair value, end of period	$	1,867		$	20,735		$	16,505		$	5,044
Unrealized gains and losses recorded in earnings for the period relating to those Level 3 assets and liabilities that were still held at the end of the period
Included in earnings, net:
Investment income, net of related expenses	$	—		$	(218	)	$	(3	)	$	—



For the six months ended June 30, 2018 (continued):	Equity securities			Funds withheld at interest- embedded derivatives		Short-term Investments			Other assets - longevity swaps			Interest sensitive contract liabilities embedded derivatives			Other liabilities - mortality swaps
Fair value, beginning of period	$	—		$	122,194	$	3,096		$	40,659		$	(1,014,228	)	$	(1,683	)
Total gains/losses (realized/unrealized)
Included in earnings, net:
Investment related gains (losses), net	(7,599		)	22,416		—			—			30,109			—
Interest credited	—			—		—			—			31,870			—
Included in other comprehensive income	—			—		(46		)	(1,245		)	—			—
Other revenues	—			—		—			4,557			—			(799		)
Purchases ⁽¹⁾	12,248			—		481			—			(12,713		)	—
Sales ⁽¹⁾	(569		)	—		—			—			—			—
Settlements ⁽¹⁾	(48		)	—		(314		)	—			36,165			1,700
Transfers into Level 3	38,905			—		—			—			—			—
Fair value, end of period	$	42,937		$	144,610	$	3,217		$	43,971		$	(928,797	)	$	(782	)
Unrealized gains and losses recorded in earnings for the period relating to those Level 3 assets and liabilities that were still held at the end of the period
Included in earnings, net:
Investment related gains (losses), net	$	(7,705	)	$	22,416	$	—		$	—		$	26,375		$	—
Other revenues	—			—		—			4,557			—			(799		)
Interest credited	—			—		—			—			(4,295		)	—

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For the three months ended June 30, 2017:	Fixed maturity securities - available-for-sale
	Corporate			Canadian government		RMBS			ABS
Fair value, beginning of period	$	1,263,925		$	483,560	$	143,430		$	208,436
Total gains/losses (realized/unrealized)
Included in earnings, net:
Investment income, net of related expenses	(396		)	3,201		(29		)	511
Investment related gains (losses), net	8,427			—		115			—
Included in other comprehensive income	(4,548		)	46,509		1,962			1,136
Purchases ⁽¹⁾	104,087			—		29,318			34,366
Sales ⁽¹⁾	(23,174		)	—		(4,467		)	—
Settlements ⁽¹⁾	(74,531		)	—		(4,655		)	(27,569		)
Transfers into Level 3	17,264			—		5,423			3,500
Transfers out of Level 3	—			—		(22,412		)	(18,791		)
Fair value, end of period	$	1,291,054		$	533,270	$	148,685		$	201,589
Unrealized gains and losses recorded in earnings for the period relating to those Level 3 assets and liabilities that were still held at the end of the period
Included in earnings, net:
Investment income, net of related expenses	$	(396	)	$	3,201	$	(37	)	$	239
Investment related gains (losses), net	(1,495		)	—		—			—



For the three months ended June 30, 2017 (continued):	Fixed maturity securities available-for-sale
	CMBS			U.S. government			State and political subdivisions			Other foreign government
Fair value, beginning of period	$	1,923		$	23,474		$	33,858		$	12,344
Total gains/losses (realized/unrealized)
Included in earnings, net:
Investment income, net of related expenses	—			(115		)	(6		)	—
Included in other comprehensive income	21			211			823			(12		)
Purchases ⁽¹⁾	—			132			—			—
Settlements ⁽¹⁾	(1		)	(135		)	(241		)	(338		)
Fair value, end of period	$	1,943		$	23,567		$	34,434		$	11,994
Unrealized gains and losses recorded in earnings for the period relating to those Level 3 assets and liabilities that were still held at the end of the period
Included in earnings, net:
Investment income, net of related expenses	$	—		$	(115	)	$	(6	)	$	—



For the three months ended June 30, 2017 (continued):	Short-term Investments			Funds withheld at interest- embedded derivatives		Other assets - longevity swaps		Interest sensitive contract liabilities embedded derivatives			Other liabilities - mortality swaps
Fair value, beginning of period	$	3,276		$	46,173	$	29,170	$	(972,930	)	$	(2,857	)
Total gains/losses (realized/unrealized)
Included in earnings, net:
Investment related gains (losses), net	—			15,108		—		360			—
Interest credited	—			—		—		(5,955		)	—
Included in other comprehensive income	(29		)	—		2,198		—			—
Other revenues	—			—		1,981		—			(395		)
Purchases ⁽¹⁾	324			—		—		(19,533		)	—
Settlements ⁽¹⁾	(23		)	—		—		23,427			1,700
Fair value, end of period	$	3,548		$	61,281	$	33,349	$	(974,631	)	$	(1,552	)
Unrealized gains and losses recorded in earnings for the period relating to those Level 3 assets and liabilities that were still held at the end of the period
Included in earnings, net:
Investment related gains (losses), net	$	—		$	15,108	$	—	$	(1,794	)	$	—
Other revenues	—			—		1,981		—			(395		)
Interest credited	—			—		—		(29,382		)	—

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For the six months ended June 30, 2017:	Fixed maturity securities - available-for-sale
	Corporate			Canadian government		RMBS			ABS
Fair value, beginning of period	$	1,272,253		$	475,965	$	160,291		$	219,280
Total gains/losses (realized/unrealized)
Included in earnings, net:
Investment income, net of related expenses	(819		)	6,271		(274		)	1,529
Investment related gains (losses), net	7,196			—		480			—
Included in other comprehensive income	400			51,034		2,612			6,903
Purchases ⁽¹⁾	150,001			—		45,817			45,215
Sales ⁽¹⁾	(23,174		)	—		(15,071		)	—
Settlements ⁽¹⁾	(146,001		)	—		(11,439		)	(45,723		)
Transfers into Level 3	31,198			—		5,500			38,758
Transfers out of Level 3	—			—		(39,231		)	(64,373		)
Fair value, end of period	$	1,291,054		$	533,270	$	148,685		$	201,589
Unrealized gains and losses recorded in earnings for the period relating to those Level 3 assets and liabilities that were still held at the end of the period
Included in earnings, net:
Investment income, net of related expenses	$	(819	)	$	6,271	$	(128	)	$	400
Investment related gains (losses), net	(2,788		)	—		(346		)	—



For the six months ended June 30, 2017 (continued):	Fixed maturity securities available-for-sale
	CMBS			U.S. government			State and political subdivisions			Other foreign government
Fair value, beginning of period	$	21,145		$	24,488		$	41,666		$	12,869
Total gains/losses (realized/unrealized)
Included in earnings, net:
Investment income, net of related expenses	709			(232		)	(94		)	—
Investment related gains (losses), net	(595		)	—			—			—
Included in other comprehensive income	(62		)	263			(20		)	(203		)
Purchases ⁽¹⁾	—			236			—			—
Sales ⁽¹⁾	(3,720		)	—			—			—
Settlements ⁽¹⁾	(5,402		)	(1,188		)	(274		)	(672		)
Transfers out of Level 3	(10,132		)	—			(6,844		)	—
Fair value, end of period	$	1,943		$	23,567		$	34,434		$	11,994
Unrealized gains and losses recorded in earnings for the period relating to those Level 3 assets and liabilities that were still held at the end of the period
Included in earnings, net:
Investment income, net of related expenses	$	—		$	(232	)	$	(94	)	$	—

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For the six months ended June 30, 2017 (continued):	Short-term Investments			Funds withheld at interest- embedded derivatives			Other assets - longevity swaps		Interest sensitive contract liabilities embedded derivatives			Other liabilities - mortality swaps
Fair value, beginning of period	$	3,346		$	(22,529	)	$	26,958	$	(990,308	)	$	(2,462	)
Total gains/losses (realized/unrealized)
Included in earnings, net:
Investment related gains (losses), net	—			83,810			—		22,723			—
Interest credited	—			—			—		(22,357		)	—
Included in other comprehensive income	4			—			2,545		—			—
Other revenues	—			—			3,846		—			(790		)
Purchases ⁽¹⁾	356			—			—		(25,927		)	—
Settlements ⁽¹⁾	(158		)	—			—		41,238			1,700
Fair value, end of period	$	3,548		$	61,281		$	33,349	$	(974,631	)	$	(1,552	)
Unrealized gains and losses recorded in earnings for the period relating to those Level 3 assets and liabilities that were still held at the end of the period
Included in earnings, net:
Investment related gains (losses), net	$	—		$	83,810		$	—	$	18,505		$	—
Other revenues	—			—			3,846		—			(790		)
Interest credited	—			—			—		(63,596		)	—


(1)	The amount reported within purchases, sales and settlements is the purchase price (for purchases) and the sales/settlement proceeds (for sales and settlements) based upon the actual date purchased or sold/settled. Items purchased and sold/settled in the same period are excluded from the rollforward. The Company had no issuances during the period.

Nonrecurring Fair Value Measurements

During the six months ended June 30, 2018, the Company did not have any adjustments to its assets or liabilities measured at fair value on a nonrecurring basis that are still held at the reporting date. The following table presents information for assets measured at estimated fair value on a nonrecurring basis during the 2017 periods presented and still held at the reporting date (for example, when there is evidence of impairment). The estimated fair values for these assets were determined using significant unobservable inputs (Level 3).



	Carrying Value After Measurement		Net Investment Gains (Losses)
(dollars in thousands)	At June 30, 2017		Three months ended June 30, 2017			Six months ended June 30, 2017
Limited partnership interests ⁽¹⁾	$	3,690	$	(6,308	)	$	(6,308	)


(1)	The impaired limited partnership interests presented above were accounted for using the cost method. Impairments on these cost method investments were recognized at estimated fair value determined using the net asset values of the Company’s ownership interest as provided in the financial statements of the investees. The market for these investments has limited activity and price transparency.

Fair Value of Financial Instruments

The Company is required by general accounting principles for Fair Value Measurements and Disclosures to disclose the fair value of certain financial instruments including those that are not carried at fair value. The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments, which were not measured at fair value on a recurring basis, as of June 30, 2018 and December 31, 2017 (dollars in thousands). For additional information regarding the methods and significant assumptions used by the Company to estimate these fair values, see Note 6 in the Notes to Consolidated Financial Statements included in the Company’s 2017 Annual Report. This table excludes any payables or receivables for collateral under repurchase agreements and other transactions. The estimated fair value of the excluded amount approximates carrying value as they equal the amount of cash collateral received/paid.

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June 30, 2018:	Carrying Value ⁽¹⁾		Estimated Fair Value		Fair Value Measurement Using:
June 30, 2018:	Carrying Value ⁽¹⁾		Estimated Fair Value		Level 1		Level 2		Level 3		NAV
Assets:
Mortgage loans on real estate	$	4,558,669	$	4,461,317	$	—	$	—	$	4,461,317	$	—
Policy loans	1,339,252		1,339,252		—		1,339,252		—		—
Funds withheld at interest	5,836,373		6,057,217		—		—		6,057,217		—
Cash and cash equivalents	973,078		973,078		973,078		—		—		—
Short-term investments	40,507		40,507		40,507		—		—		—
Other invested assets	757,264		775,322		5,565		71,797		323,142		374,818
Accrued investment income	400,160		400,160		—		400,160		—		—
Liabilities:
Interest-sensitive contract liabilities	$	13,072,239	$	12,972,203	$	—	$	—	$	12,972,203	$	—
Long-term debt	2,788,111		2,868,837		—		—		2,868,837		—
Collateral finance and securitization notes	724,998		666,356		—		—		666,356		—

December 31, 2017:	Carrying Value ⁽¹⁾		Estimated Fair Value		Fair Value Measurement Using:
December 31, 2017:	Carrying Value ⁽¹⁾		Estimated Fair Value		Level 1		Level 2		Level 3		NAV
Assets:
Mortgage loans on real estate	$	4,400,533	$	4,477,654	$	—	$	—	$	4,477,654	$	—
Policy loans	1,357,624		1,357,624		—		1,357,624		—		—
Funds withheld at interest	5,955,092		6,275,623		—		—		6,275,623		—
Cash and cash equivalents	946,736		946,736		946,736		—		—		—
Short-term investments	42,558		42,558		42,558		—		—		—
Other invested assets	651,792		679,377		28,540		67,778		247,934		335,125
Accrued investment income	392,721		392,721		—		392,721		—		—
Liabilities:
Interest-sensitive contract liabilities	$	12,683,872	$	12,917,243	$	—	$	—	$	12,917,243	$	—
Long-term debt	2,788,365		2,959,912		—		—		2,959,912		—
Collateral finance and securitization notes	783,938		722,145		—		—		722,145		—


(1)	Carrying values presented herein may differ from those in the Company’s condensed consolidated balance sheets because certain items within the respective financial statement captions may be measured at fair value on a recurring basis.


7.	Segment Information

The accounting policies of the segments are the same as those described in the Summary of Significant Accounting Policies in Note 2 of the consolidated financial statements accompanying the 2017 Annual Report. The Company measures segment performance primarily based on profit or loss from operations before income taxes. There are no intersegment reinsurance transactions and the Company does not have any material long-lived assets.

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 basis upon which capital is deployed. The economic capital model considers the unique and specific nature of the risks inherent in the Company’s businesses. As a result of the economic capital allocation process, a portion of investment income is attributed 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.

The Company has geographic-based and business-based operational segments. Geographic-based operations are further segmented into traditional and financial solutions businesses. Information related to revenues, income (loss) before income taxes and total assets of the Company for each reportable segment are summarized below (dollars in thousands).

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	Three months ended June 30,				Six months ended June 30,
Revenues:	2018		2017		2018		2017
U.S. and Latin America:
Traditional	$	1,564,147	$	1,522,698	$	3,053,841	$	3,011,201
Financial Solutions	229,948		271,976		443,300		570,822
Total	1,794,095		1,794,674		3,497,141		3,582,023
Canada:
Traditional	312,199		269,273		614,518		533,548
Financial Solutions	12,089		12,003		24,866		23,810
Total	324,288		281,276		639,384		557,358
Europe, Middle East and Africa:
Traditional	372,538		345,920		766,320		664,006
Financial Solutions	100,675		73,405		188,818		153,394
Total	473,213		419,325		955,138		817,400
Asia Pacific:
Traditional	570,520		561,529		1,185,059		1,066,759
Financial Solutions	17,992		17,984		37,838		38,436
Total	588,512		579,513		1,222,897		1,105,195
Corporate and Other	15,800		54,488		55,055		76,040
Total	$	3,195,908	$	3,129,276	$	6,369,615	$	6,138,016



	Three months ended June 30,					Six months ended June 30,
Income (loss) before income taxes:	2018			2017		2018			2017
U.S. and Latin America:
Traditional	$	71,978		$	90,594	$	74,870		$	120,554
Financial Solutions	82,388			106,985		149,809			210,571
Total	154,366			197,579		224,679			331,125
Canada:
Traditional	21,805			32,836		45,512			52,164
Financial Solutions	3,544			4,425		6,735			8,017
Total	25,349			37,261		52,247			60,181
Europe, Middle East and Africa:
Traditional	6,468			11,354		21,889			25,330
Financial Solutions	65,369			28,905		104,533			60,823
Total	71,837			40,259		126,422			86,153
Asia Pacific:
Traditional	58,862			53,322		81,749			95,010
Financial Solutions	4,138			5,377		8,159			11,249
Total	63,000			58,699		89,908			106,259
Corporate and Other	(67,264		)	5,517		(108,043		)	(36,559		)
Total	$	247,288		$	339,315	$	385,213		$	547,159



Assets:	June 30, 2018		December 31, 2017
U.S. and Latin America:
Traditional	$	19,038,145	$	18,603,423
Financial Solutions	16,043,393		15,959,206
Total	35,081,538		34,562,629
Canada:
Traditional	4,203,344		4,161,452
Financial Solutions	141,581		126,372
Total	4,344,925		4,287,824
Europe, Middle East and Africa:
Traditional	3,335,264		3,099,495
Financial Solutions	4,829,194		5,274,993
Total	8,164,458		8,374,488
Asia Pacific:
Traditional	5,159,546		4,915,442
Financial Solutions	1,156,371		1,198,585
Total	6,315,917		6,114,027
Corporate and Other	5,859,659		7,175,850
Total	$	59,766,497	$	60,514,818

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8. Commitments, Contingencies and Guarantees

Commitments

Funding of Investments

The Company’s commitments to fund investments as of June 30, 2018 and December 31, 2017 are presented in the following table (dollars in thousands):



	June 30, 2018		December 31, 2017
Limited partnership interests and joint ventures	$	490,601	$	485,197
Commercial mortgage loans	113,992		40,815
Bank loans and private placements	98,652		60,472
Equity release mortgages	157,069		153,937

The Company anticipates that the majority of its current commitments will be invested over the next five years; however, these commitments could become due any time at the request of the counterparties. Bank loans and private placements are included in fixed maturity securities available-for-sale.

Contingencies

Litigation

The Company is subject to litigation in the normal course of its business. The Company currently has no material litigation. A legal reserve is established when the Company is notified of an arbitration demand or litigation or is notified that an arbitration demand or litigation is imminent, it is probable that the Company will incur a loss as a result and the amount of the probable loss is reasonably capable of being estimated.

Other Contingencies

The Company indemnifies its directors and officers as provided in its charters and by-laws. Since this indemnity generally is not subject to limitation with respect to duration or amount, the Company does not believe that it is possible to determine the maximum potential amount due under this indemnity in the future.

Guarantees

Statutory Reserve Support

RGA, through wholly-owned subsidiaries, has committed to provide statutory reserve support to third parties, in exchange for a fee, by funding loans if certain defined events occur. Such statutory reserves are required under the U.S. Valuation of Life Policies Model Regulation (commonly referred to as Regulation XXX for term life insurance policies and Regulation A-XXX for universal life secondary guarantees). The third parties have recourse to RGA should the subsidiary fail to provide the required funding, however, as of June 30, 2018 , the Company does not believe that it will be required to provide any funding under these commitments as the occurrence of the defined events is considered remote. The following table presents the maximum potential obligation for these commitments as of June 30, 2018 (dollars in millions):



Commitment Period:	Maximum Potential Obligation
2023	$	500.0
2033	450.0
2034	2,000.0
2035	1,314.2
2036	1,932.0
2037	6,750.0
2038	800.0

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Other Guarantees

RGA has issued guarantees to third parties on behalf of its subsidiaries for the payment of amounts due under certain securities borrowing and repurchase arrangements, financing arrangements and office lease obligations, whereby, if a subsidiary fails to meet an obligation, RGA or one of its other subsidiaries will make a payment to fulfill the obligation. Additionally, in limited circumstances, treaty guarantees are granted to ceding companies in order to provide them additional security, particularly in cases where RGA’s subsidiary is relatively new, unrated, or not of a significant size, relative to the ceding company. Liabilities supported by the treaty guarantees, before consideration for any legally offsetting amounts due from the guaranteed party are reflected on the Company’s condensed consolidated balance sheets in future policy benefits. Potential guaranteed amounts of future payments will vary depending on production levels and underwriting results. Guarantees related to securities borrowing and repurchase arrangements provide additional security to third parties should a subsidiary fail to provide securities when due. RGA’s guarantees issued as of June 30, 2018 and December 31, 2017 are reflected in the following table (dollars in thousands):



	June 30, 2018		December 31, 2017
Treaty guarantees	$	913,902	$	1,047,449
Treaty guarantees, net of assets in trust	802,073		926,393
Securities borrowing and repurchase arrangements	289,210		294,325
Financing arrangements	74,864		86,183
Lease obligations	1,137		1,662


9.	Income Tax

The Company's effective tax rates differed from the applicable U.S. federal income tax statutory rates of 21% and 35% as a result of the following for the three and six months ended June 30, 2018 and 2017 , respectively (dollars in thousands):



	Three months ended June 30,						Six months ended June 30,
	2018			2017			2018			2017
Tax provision at U.S. statutory rate	$	51,931		$	118,760		$	80,895		$	191,506
Increase (decrease) in income taxes resulting from:
U.S. Tax Reform provisional adjustments	(4,314		)	—			(3,539		)	—
Foreign tax rate differing from U.S. tax rate	(330		)	(4,261		)	1,103			(10,413		)
Differences in tax bases in foreign jurisdictions	(1,132		)	(13,375		)	(6,892		)	(16,759		)
Deferred tax valuation allowance	3,079			13,031			10,501			14,213
Amounts related to tax audit contingencies	(2,036		)	(1,783		)	(1,201		)	(1,172		)
Corporate rate changes	145			44			417			(1,193		)
Subpart F	(348		)	1,140			310			1,326
Foreign tax credits	113			(1,938		)	(459		)	(2,064		)
Global intangible low-taxed income, net of credit	(119		)	—			4,291			—
Equity compensation excess benefit	(3,135		)	(2,609		)	(4,250		)	(4,464		)
Return to provision adjustments	(503		)	(633		)	(139		)	(403		)
Other, net	(437		)	(1,251		)	(428		)	(1,120		)
Total provision for income taxes	$	42,914		$	107,125		$	80,609		$	169,457
Effective tax rate	17.4		%	31.6		%	20.9		%	31.0		%

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (“U.S. Tax Reform”) was signed into law. U.S. Tax Reform makes broad and complex changes to the U.S. tax code, including but not limited to, (1) reducing the U.S. federal corporate tax rate from 35% to 21%; (2) requiring companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries; (3) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries; (4) eliminating the corporate alternative minimum tax (“AMT”) and changing how existing AMT credits can be realized; (5) creating the base erosion anti-abuse tax (“BEAT”), a new minimum tax; (6) establishing a new provision designed to tax global intangible low-taxed income (“GILTI”), which allows for the possibility of using foreign tax credits and a deduction of up to 50 percent to offset the income tax liability (subject to some limitations); and (7) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017.

Companies subject to GILTI have the option to account for the GILTI tax as a period cost if and when incurred, or to recognize deferred taxes for temporary differences including outside basis differences expected to reverse as GILTI. The Company has not yet made a policy election to account for GILTI, but included an estimate of the current GILTI impact in the tax provision.

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As of June 30, 2018, the Company has not yet completed its accounting for the tax effects of the enactment of U.S. Tax Reform. The Company continues to gather additional information to account for the effects of U.S. Tax Reform such as information to more precisely compute the pretax deferred tax items upon which the change in rate was applied and refine the necessary valuation allowance. The Company also continues to monitor the issuance of new guidance in the form of Treasury Regulations which could impact the provisional balances recorded as of December 31, 2017.

The Company continues to evaluate the effects of the BEAT and is currently restructuring existing business flows to reduce the risk that the Company will be subject to the BEAT for 2018. The Company has estimated that the annual deductible payments to foreign affiliates as a percentage of annual estimated total deductions to be below the threshold for application of the BEAT; therefore, the Company has not established an additional BEAT liability as of June 30, 2018.

The effective tax rates for the second quarter and first six months of 2018 were lower than the U.S. Statutory rate of 21.0% primarily as a result of U.S. Tax Reform related adjustments, the effective settlement of an uncertain tax position, benefits from differences in bases in foreign jurisdictions and excess tax benefits related to equity compensation. These benefits were partially offset by valuation allowances established on losses in foreign jurisdictions. The effective tax rates for the second quarter and first six months of 2017 were lower than the U.S. Statutory rate of 35% primarily as a result of tax benefits from income in non-U.S. jurisdictions, mostly related to RGA Life Reinsurance Company of Canada and the United Kingdom Branch of RGA International Reinsurance Company dac, with statutory rates of 26.6% and 19.3%, respectively. Further, tax benefits derived from differences in tax bases in foreign jurisdictions and benefits related to the filing of an amended tax return also lowered the effective tax rate. These benefits were partially offset with a valuation allowance established related to the amended return filing.

10. Employee Benefit Plans

The components of net periodic benefit costs, included in other operating expenses on the condensed consolidated statements of income, for the three and six months ended June 30, 2018 and 2017 were as follows (dollars in thousands):



	Pension Benefits						Other Benefits
	Three months ended June 30,						Three months ended June 30,
	2018			2017			2018			2017
Service cost	$	3,570		$	2,819		$	636		$	721
Interest cost	1,357			1,431			529			565
Expected return on plan assets	(2,213		)	(1,823		)	—			—
Amortization of prior service cost (credit)	82			95			(329		)	(155		)
Amortization of prior actuarial losses	769			1,082			498			457
Settlements	—			256			—			—
Net periodic benefit cost	$	3,565		$	3,860		$	1,334		$	1,588



	Pension Benefits						Other Benefits
	Six months ended June 30,						Six months ended June 30,
	2018			2017			2018			2017
Service cost	$	6,224		$	5,399		$	1,272		$	1,442
Interest cost	2,687			2,629			1,059			1,130
Expected return on plan assets	(3,767		)	(3,108		)	—			—
Amortization of prior service cost (credit)	165			169			(658		)	(311		)
Amortization of prior actuarial losses	1,863			2,163			996			914
Settlements	—			513			—			—
Net periodic benefit cost	$	7,172		$	7,765		$	2,669		$	3,175

The Company made $5.0 million in pension contributions during the first six months of 2018 and expects to make total pension contributions between $8.0 million and $10.0 million in 2018.


11.	Reinsurance

Retrocession reinsurance treaties do not relieve the Company from its obligations to direct writing companies. Failure of retrocessionaires to honor their obligations could result in losses to the Company. Consequently, allowances would be established for amounts deemed uncollectible. At June 30, 2018 and December 31, 2017 , no allowances were deemed necessary. The Company regularly evaluates the financial condition of the insurance companies from which it assumes and to which it cedes reinsurance.

Retrocessions are arranged through the Company’s retrocession pools for amounts in excess of the Company’s retention limit. As of June 30, 2018 and December 31, 2017 , all rated retrocession pool participants followed by the A.M. Best Company were rated “A- (excellent)” or better, except for one pool member that was rated “ B++ ”. The Company verifies retrocession pool participants’ ratings on a quarterly basis. For a majority of the retrocessionaires that were not rated, security in the form of letters of credit or

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trust assets has been posted. In addition, the Company performs annual financial reviews of its retrocessionaires to evaluate financial stability and performance. In addition to its third party retrocessionaires, various RGA reinsurance subsidiaries retrocede amounts in excess of their retention to affiliated subsidiaries.

The following table presents information for the Company’s reinsurance ceded receivable assets, including the respective amount and A.M. Best rating for each reinsurer representing in excess of five percent of the total as of June 30, 2018 or December 31, 2017 (dollars in thousands):



		June 30, 2018				December 31, 2017
Reinsurer	A.M. Best Rating	Amount		% of Total		Amount		% of Total
Reinsurer A	A+	$	312,405	39.6		$	301,478	38.6	%
Reinsurer B	A+	198,782		25.2		203,898		26.1
Reinsurer C	A	67,699		8.6		67,723		8.7
Reinsurer D	A+	41,807		5.3		40,528		5.2
Reinsurer E	A++	38,935		4.9		40,592		5.2
Other reinsurers		129,801		16.4		127,808		16.2
Total		$	789,429	100.0	%	$	782,027	100.0	%

Included in the total reinsurance ceded receivables balance were $271.2 million and $243.8 million of claims recoverable, of which $3.1 million and $1.9 million were in excess of 90 days past due, as of June 30, 2018 and December 31, 2017 , respectively.


12.	New Accounting Standards

Changes to the general accounting principles are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates to the FASB Accounting Standards Codification™. Accounting standards updates not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s condensed consolidated financial statements.



Description	Date of Adoption	Effect on the financial statements or other significant matters
Standards adopted:
Reporting Comprehensive Income This updated guidance requires reclassification from accumulated other comprehensive income to retained earnings for the stranded tax effects resulting from the newly enacted U.S. federal corporate income tax rate. The amount of the reclassification would be the difference between the historical U.S. federal corporate income tax rate and the newly enacted 21 percent tax rate.	December 31, 2017	The Company adopted the new guidance by reclassifying certain income tax effects of items within accumulated other comprehensive income to retained earnings as a result of the Tax Cuts and Jobs Act of 2017. The impact of adopting this standard was an increase in accumulated other comprehensive income and a reduction in retained earnings of approximately $156.4 million.
Stock Compensation This updated guidance requires excess tax benefits and deficiencies from share-based payment awards be recorded in income tax expense in the income statement. Previously, excess tax benefits and deficiencies were recognized in shareholders’ equity or deferred taxes on the balance sheet depending on the tax situation of the Company. In addition, the updated guidance also changes the accounting for forfeitures and statutory tax withholding requirements, as well as the classification in the statement of cash flows.	January 1, 2017	Upon adoption, the Company recognized excess tax benefits of approximately $17.7 million in deferred tax assets that were previously not recognized in a cumulative-effect adjustment increasing retained earnings by $17.7 million. The Company also recorded excess tax benefits of approximately $10.5 million in the provision for income taxes for the year ended December 31, 2017. The number of weighted average diluted shares outstanding were also adjusted to exclude excess tax benefits from the assumed proceeds in the diluted shares calculation resulting in an immaterial increase in the number of dilutive shares outstanding. The Company also elected to continue estimating forfeitures for purposes of recognizing share-based compensation. Other aspects of the adoption of the updated guidance did not have a material impact to the Company’s consolidated financial statements.
Financial Instruments - Recognition and Measurement This guidance requires equity investments that are not accounted for under the equity method of accounting to be measured at fair value with changes recognized in net income and also updates certain presentation and disclosure requirements.	January 1, 2018	This guidance required a cumulative-effect adjustment for certain items upon adoption. The adoption of the new guidance was not material to the Company's consolidated financial statements.

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Standards not yet adopted:
Leases This new standard, based on the principle that entities should recognize assets and liabilities arising from leases, does not significantly change the lessees’ recognition, measurement and presentation of expenses and cash flows from the previous accounting standard. Leases are classified as finance or operating. The new standard’s primary change is the requirement for entities to recognize a lease liability for payments and a right of use asset representing the right to use the leased asset during the term of operating lease arrangements. Lessees are permitted to make an accounting policy election to not recognize the asset and liability for leases with a term of twelve months or less. Lessors’ accounting is largely unchanged from the previous accounting standard. In addition, the new standard expands the disclosure requirements of lease arrangements. Early adoption is permitted.	January 1, 2019	This new standard will be adopted by applying a modified retrospective transition approach, which includes a number of practical expedients. The Company is currently evaluating the impact of this amendment on its consolidated financial statements; however, it does not expect the adoption of the new standard to have a material impact on its results of operations or balance sheet as a result of the recognition of right-to-use assets and lease liabilities related to operating leases. Contractual obligations related to operating leases totaled approximately $38.2 million as of December 31, 2017.
Derivatives and Hedging This updated guidance improves the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements and make certain targeted improvements to simplify the application of the hedge accounting in current GAAP related to the assessment of hedge effectiveness. Early adoption is permitted.	January 1, 2019	This new guidance will be adopted by applying a modified retrospective approach to existing hedging relationships as of the date of adoption. The Company is currently evaluating the impact of this updated guidance on its consolidated financial statements.
Financial Instruments - Credit Losses This guidance adds to U.S. GAAP an impairment model, known as current expected credit loss (“CECL”) model that is based on expected losses rather than incurred losses. For traditional and other receivables, held-to-maturity debt securities, loans and other instruments entities will be required to use the new forward-looking “expected loss” model that generally will result in earlier recognition of allowance for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses similar to what they do today, except the losses will be recognized as allowances rather than reduction to the amortized cost of the securities. Early adoption is permitted.	January 1, 2020	This guidance will be adopted through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company is currently evaluating the impact of this amendment on its consolidated financial statements.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 strategies, earnings, revenues, income or loss, ratios, future financial performance, and growth potential of the Company. The words “intend,” “expect,” “project,” “estimate,” “predict,” “anticipate,” “should,” “believe,” and other similar expressions also are intended to identify forward-looking statements. Forward-looking statements are inherently 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.

Numerous important factors could cause actual results and events to differ materially from those expressed or implied by forward-looking statements including, without limitation, (1) adverse capital and credit market conditions and their impact on the Company’s liquidity, access to capital and cost of capital, (2) the impairment of other financial institutions and its effect on the Company’s business, (3) requirements to post collateral or make payments due to declines in market value of assets subject to the Company’s collateral arrangements, (4) the fact that the determination of allowances and impairments taken on the Company’s investments is highly subjective, (5) adverse changes in mortality, morbidity, lapsation or claims experience, (6) 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, (7) inadequate risk analysis and underwriting, (8) general economic conditions or a prolonged economic downturn affecting the demand for insurance and reinsurance in the Company’s current and planned markets, (9) the availability and cost of collateral necessary for regulatory reserves and capital, (10) 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, (11) market or economic conditions that adversely affect the Company’s ability to make timely sales of investment securities, (12) 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, (13) fluctuations in U.S. or foreign currency exchange rates, interest rates, or securities and real estate markets, (14) adverse litigation or arbitration results, (15) the adequacy of reserves, resources and accurate information relating to settlements, awards and terminated and discontinued lines of business, (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) competitive factors and competitors’ responses to the Company’s initiatives, (18) the success of the Company’s clients, (19) successful execution of the Company’s entry into new markets, (20) successful development and introduction of new products and distribution opportunities, (21) the Company’s ability to successfully integrate acquired blocks of business and entities, (22) action by regulators who have authority over the Company’s reinsurance operations in the jurisdictions in which it operates, (23) 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, (24) the threat of natural disasters, catastrophes, terrorist attacks, epidemics or pandemics anywhere in the world where the Company or its clients do business, (25) 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 stored on such systems, (26) changes in laws, regulations, and accounting standards applicable to the Company, its subsidiaries, or its business, (27) the benefits or burdens associated with the Tax Cuts and Jobs Act of 2017 may be different than expected, (28) the effect of the Company’s status as an insurance holding company and regulatory restrictions on its ability to pay principal of and interest on its debt obligations, and (29) other risks and uncertainties described in this document and in the Company’s other filings with the 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 obligations 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 2017 Annual Report.

Overview

The Company is among the leading global providers of life reinsurance and financial solutions, with $3.3 trillion of life reinsurance in force. Traditional reinsurance includes individual and group life and health, disability, and critical illness reinsurance. Financial solutions includes longevity reinsurance, asset-intensive reinsurance, and financial reinsurance. 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

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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.

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. 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 its sources of liquidity are sufficient to cover potential claims payments on both a short-term and long-term basis.

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

Segment Presentation

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

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

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

Consolidated Results of Operations



	Three months ended June 30,					Six months ended June 30,
	2018			2017		2018			2017
Revenues:	(Dollars in thousands, except per share data)
Net premiums	$	2,594,460		$	2,480,451	$	5,177,011		$	4,846,147
Investment income, net of related expenses	528,061			518,538		1,044,390			1,032,902
Investment related gains (losses), net	(10,572		)	56,295		(11,042		)	116,818
Other revenues	83,959			73,992		159,256			142,149
Total revenues	3,195,908			3,129,276		6,369,615			6,138,016
Benefits and Expenses:
Claims and other policy benefits	2,279,593			2,164,363		4,641,694			4,270,508
Interest credited	109,327			115,285		189,776			222,969
Policy acquisition costs and other insurance expenses	320,276			319,832		677,178			699,221
Other operating expenses	194,959			154,356		386,233			312,862
Interest expense	37,025			29,352		74,479			71,754
Collateral finance and securitization expense	7,440			6,773		15,042			13,543
Total benefits and expenses	2,948,620			2,789,961		5,984,402			5,590,857
Income before income taxes	247,288			339,315		385,213			547,159
Provision for income taxes	42,914			107,125		80,609			169,457
Net income	$	204,374		$	232,190	$	304,604		$	377,702
Earnings per share:
Basic earnings per share	$	3.19		$	3.60	$	4.74		$	5.86
Diluted earnings per share	$	3.13		$	3.54	$	4.65		$	5.76
Dividends declared per share	$	0.50		$	0.41	$	1.00		$	0.82

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Consolidated income before income taxes decreased $92.0 million, or 27.1%, and $161.9 million, or 29.6%, for the three and six months ended June 30, 2018, respectively, as compared to the same periods in 2017. The decrease in income for the second quarter of 2018 was primarily due to unfavorable claims experience in the U.S. group and individual mortality businesses and an increase in operating expenses related to the Company’s strategic initiatives. In addition, the decrease in income for the first six months of 2018 reflects an unfavorable change in investment related gains (losses) largely due to changes in the fair value of embedded derivatives on modco or funds withheld treaties within the U.S. segment primarily related to changes in interest rates and credit spreads. The effect of the change in fair value of these embedded derivatives on income is discussed below. Foreign currency fluctuations relative to the prior year resulted in an increase in income before income taxes by approximately $6.0 million and $14.8 million for the second quarter and first six months of 2018, as compared to the same periods in 2017.

The Company recognizes in consolidated income, any changes in the fair value of embedded derivatives on modco or funds withheld treaties, equity-indexed annuity treaties (“EIAs”) and variable annuities with guaranteed minimum benefit riders. The Company utilizes freestanding derivatives to minimize the income statement volatility due to changes in the fair value of embedded derivatives associated with guaranteed minimum benefit riders. The following table presents the effect of embedded derivatives and related freestanding derivatives on income before income taxes for the periods indicated (dollars in thousands):



	Three months ended June 30,						Six months ended June 30,
	2018			2017			2018			2017
Modco/Funds withheld:
Unrealized gains (losses)	$	8,805		$	15,108		$	22,416		$	83,810
Deferred acquisition costs/retrocession	405			(10,585		)	(2,668		)	(39,526		)
Net effect	9,210			4,523			19,748			44,284
EIAs:
Unrealized gains (losses)	(565		)	7,340			27,998			35,298
Deferred acquisition costs/retrocession	(418		)	(4,699		)	(15,711		)	(21,214		)
Net effect	(983		)	2,641			12,287			14,084
Guaranteed minimum benefit riders:
Unrealized gains (losses)	15,324			360			30,109			22,723
Deferred acquisition costs/retrocession	3,864			4,291			6,195			26,292
Net effect	19,188			4,651			36,304			49,015
Related freestanding derivatives	(18,805		)	(2,730		)	(41,304		)	(51,706		)
Net effect after related freestanding derivatives	383			1,921			(5,000		)	(2,691		)

Total net effect of embedded derivatives	27,415			11,815			68,339			107,383
Related freestanding derivatives	(18,805		)	(2,730		)	(41,304		)	(51,706		)
Total net effect after freestanding derivatives	$	8,610		$	9,085		$	27,035		$	55,677

Consolidated net premiums increased $114.0 million, or 4.6%, and $330.9 million, or 6.8%, for the three and six months ended June 30, 2018, as compared to the same periods in 2017, primarily due to growth in life reinsurance in force. Additionally, foreign currency fluctuations contributed to the increases in net premiums by approximately $40.9 million and $120.2 million for the second quarter and first six months of 2018, as compared to the same periods in 2017. Consolidated assumed life insurance in force increased to $3,340.6 billion as of June 30, 2018 from $3,233.1 billion as of June 30, 2017 due to new business production and in force transactions. The Company added new business production, measured by face amount of insurance in force, of $99.7 billion and $122.5 billion during the second quarter of 2018 and 2017, respectively, and $196.4 billion and $214.1 billion during the first six months of 2018 and 2017, respectively.

Consolidated investment income, net of related expenses, increased $9.5 million, or 1.8%, and $11.5 million, or 1.1%, for the three and six months ended June 30, 2018, as compared to the same periods in 2017. The increases are primarily attributable to an increase in the average invested asset base largely offset by a decrease in the average investment yield, lower variable investment income and an unfavorable change in the fair value of the Company’s funds withheld at interest assets associated with the reinsurance of certain EIA products. The re-measurement of these funds withheld assets decreased investment income by $19.2 million and $62.5 million in the second quarter and first six months of 2018, respectively, as compared to the same periods in 2017. The effect on investment income of the EIA's market value changes is substantially offset by a corresponding change in interest credited to policyholder account balances resulting in an insignificant effect on net income.

Average invested assets at amortized cost, excluding spread related business, for the six months ended June 30, 2018 totaled $26.8 billion, a 7.0% increase over June 30, 2017. The average yield earned on investments, excluding spread related business, was 4.32% and 4.60% for the second quarter of 2018 and 2017, respectively, and 4.39% and 4.50% for the six months ended June 30,

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2018 and 2017, respectively. The average yield will vary from quarter to quarter and year to year depending on a number of variables, including the prevailing interest rate and credit spread environment, prepayment fees and make-whole premiums, changes in the mix of the underlying investments and cash balances, and the timing of dividends and distributions on certain investments. A continued low interest rate environment is expected to put downward pressure on this yield in future reporting periods.

Total investment related gains (losses), net were $(10.6) million and $56.3 million for the second quarter of 2018 and 2017, respectively, and $(11.0) million and $116.8 million for the first six months of 2018 and 2017, respectively. The unfavorable changes are largely due to asset repositioning related to reinsurance transactions occurring in late 2017 and early 2018. A portion of the investment related gains (losses) are due to changes in the value of embedded derivatives related to reinsurance treaties written on a modco or funds withheld basis, reflecting the impact of changes in interest rates and credit spreads on the calculation of fair value. Changes in the fair value of these embedded derivatives increased investment related gains by $8.8 million and $15.1 million for the second quarter of 2018 and 2017, respectively, and $22.4 million and $83.8 million for the first six months of 2018 and 2017, respectively. In addition, impairments on fixed maturity securities decreased by $17.2 million in the first six months of 2018, as compared to the same period in 2017. See Note 4 - “Investments” and Note 5 - “Derivative Instruments” in the Notes to Condensed Consolidated Financial Statements for additional information on the impairment losses and derivatives.

The effective tax rate on a consolidated basis was 17.4% and 31.6% for the second quarter 2018 and 2017, respectively, and 20.9% and 31.0% for the first six months of 2018 and 2017, respectively. The 2018 effective tax rates reflect changes to the U.S. tax code related to the Tax Cuts and Jobs Act of 2017. See Note 9 - “Income Tax” in the Notes to Condensed Consolidated Financial Statements for additional information on the Company’s consolidated effective tax rates.

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 other-than-temporary 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 2017 Annual Report under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies.”

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Results of Operations by Segment

U.S. and Latin America Operations

The U.S. and Latin America operations include business generated by its offices in the U.S., Mexico and Brazil. The offices in Mexico and Brazil provide services to clients in other Latin American countries. U.S. and Latin America operations consist of two major segments: Traditional and Financial Solutions. The Traditional segment primarily specializes in individual mortality-risk reinsurance and to a lesser extent, group, health and long-term care reinsurance. The Financial Solutions segment consists of Asset-Intensive and Financial Reinsurance. Asset-Intensive within the Financial Solutions segment provides coinsurance of annuities and corporate-owned life insurance policies and to a lesser extent also issues fee-based synthetic guaranteed investment contracts, which include investment-only, stable value contracts. Financial Reinsurance 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 transactions. Due to the low-risk nature of financial reinsurance transactions, they typically do not qualify as reinsurance under GAAP, so only the related net fees are reflected in other revenues on the condensed consolidated statements of income.



For the three months ended June 30, 2018:				Financial Solutions
(dollars in thousands)				Asset-Intensive		Financial Reinsurance		Total U.S. and Latin America
	Traditional			Asset-Intensive		Financial Reinsurance		Total U.S. and Latin America
Revenues:
Net premiums	$	1,373,548		$	6,699	$	—	$	1,380,247
Investment income, net of related expenses	180,478			171,810		1,504		353,792
Investment related gains (losses), net	3,725			776		—		4,501
Other revenues	6,396			24,065		25,094		55,555
Total revenues	1,564,147			203,350		26,598		1,794,095
Benefits and expenses:
Claims and other policy benefits	1,255,007			22,590		—		1,277,597
Interest credited	20,992			74,810		—		95,802
Policy acquisition costs and other insurance expenses	182,064			37,939		2,609		222,612
Other operating expenses	34,106			7,171		2,441		43,718
Total benefits and expenses	1,492,169			142,510		5,050		1,639,729
Income before income taxes	$	71,978		$	60,840	$	21,548	$	154,366

For the three months ended June 30, 2017:				Financial Solutions
(dollars in thousands)				Asset-Intensive		Financial Reinsurance		Total U.S. and Latin America
	Traditional			Asset-Intensive		Financial Reinsurance		Total U.S. and Latin America
Revenues:
Net premiums	$	1,335,316		$	7,128	$	—	$	1,342,444
Investment income, net of related expenses	183,713			177,957		1,853		363,523
Investment related gains (losses), net	(654		)	32,626		—		31,972
Other revenues	4,323			26,211		26,201		56,735
Total revenues	1,522,698			243,922		28,054		1,794,674
Benefits and expenses:
Claims and other policy benefits	1,194,917			24,503		—		1,219,420
Interest credited	20,838			87,664		—		108,502
Policy acquisition costs and other insurance expenses	186,375			38,211		5,619		230,205
Other operating expenses	29,974			6,542		2,452		38,968
Total benefits and expenses	1,432,104			156,920		8,071		1,597,095
Income before income taxes	$	90,594		$	87,002	$	19,983	$	197,579

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For the six months ended June 30, 2018:			Financial Solutions
(dollars in thousands)			Asset-Intensive		Financial Reinsurance		Total U.S. and Latin America
	Traditional		Asset-Intensive		Financial Reinsurance		Total U.S. and Latin America
Revenues:
Net premiums	$	2,672,970	$	11,891	$	—	$	2,684,861
Investment income, net of related expenses	363,538		329,722		3,326		696,586
Investment related gains (losses), net	5,408		1,452		—		6,860
Other revenues	11,925		47,024		49,885		108,834
Total revenues	3,053,841		390,089		53,211		3,497,141
Benefits and expenses:
Claims and other policy benefits	2,509,968		38,535		—		2,548,503
Interest credited	41,272		129,022		—		170,294
Policy acquisition costs and other insurance expenses	359,704		99,974		6,609		466,287
Other operating expenses	68,027		14,456		4,895		87,378
Total benefits and expenses	2,978,971		281,987		11,504		3,272,462
Income before income taxes	$	74,870	$	108,102	$	41,707	$	224,679

For the six months ended June 30, 2017:			Financial Solutions
(dollars in thousands)			Asset-Intensive		Financial Reinsurance		Total U.S. and Latin America
	Traditional		Asset-Intensive		Financial Reinsurance		Total U.S. and Latin America
Revenues:
Net premiums	$	2,639,661	$	11,763	$	—	$	2,651,424
Investment income, net of related expenses	362,708		365,110		3,517		731,335
Investment related gains (losses), net	1,311		90,397		—		91,708
Other revenues	7,521		49,425		50,610		107,556
Total revenues	3,011,201		516,695		54,127		3,582,023
Benefits and expenses:
Claims and other policy benefits	2,420,557		42,039		—		2,462,596
Interest credited	41,127		166,821		—		207,948
Policy acquisition costs and other insurance expenses	367,185		121,864		11,560		500,609
Other operating expenses	61,778		13,199		4,768		79,745
Total benefits and expenses	2,890,647		343,923		16,328		3,250,898
Income before income taxes	$	120,554	$	172,772	$	37,799	$	331,125

Income before income taxes decreased by $43.2 million , or 21.9% , and $106.4 million , or 32.1% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . The decrease in income before income taxes for the second quarter was primarily due to a decrease in investment related gains and unfavorable claims experience in the group disability and healthcare excess lines of business. The decrease in income before income taxes for the first six months was primarily due to the aforementioned unfavorable claims experience from group business and the individual mortality business due partially to a severe influenza season in 2018. Also contributing to the year over year decline in income were lower investment related gains and changes in the value of the embedded derivatives associated with reinsurance treaties structured on a modco or funds withheld basis.

Traditional Reinsurance

Income before income taxes for the U.S. and Latin America Traditional segment decreased by $18.6 million , or 20.5% , and $45.7 million , or 37.9% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . The decrease in the second quarter and first six months is primarily due to unfavorable claims experience in the group disability and healthcare excess lines of business and higher individual mortality claims. Mortality claims increased significantly in the first quarter of 2018 due to a severe influenza season.

Net premiums increased $38.2 million , or 2.9% , and $33.3 million , or 1.3% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . The increases in net premiums in the second quarter and first six months were reduced by $28.8 million and $51.8 million, respectively, due to the restructure of a health treaty. After adjusting for the treaty restructure, net premiums increased 5.1% and 3.3% in the second quarter and first six months of 2018, respectively, compared to the same periods in 2017, due to expected organic growth mainly in the Mortality and Group lines of business. The segment added new individual life business production, measured by face amount of insurance in force of $29.3 billion and $23.5 billion for the second quarter and $52.6 billion and $50.3 billion for the first six months of 2018 and 2017 , respectively.

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Net investment income decreased $3.2 million , or 1.8% , and increased by $0.8 million , or 0.2% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . The decrease in the second quarter was primarily due to lower variable investment income. For the first six months, investment income was relatively flat as the effect of less variable investment income was offset by growth in the asset base. Investment related gains (losses), net increased $4.4 million and $4.1 million for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 .

Claims and other policy benefits as a percentage of net premiums (“loss ratios”) were 91.4% and 89.5% for the second quarter and 93.9% and 91.7% , for the six months ended June 30, 2018 and 2017 , respectively. The increases in the loss ratios for the second quarter and first six months of 2018, as compared to the same periods in 2017 were primarily due to unfavorable claims experience in both the group and mortality lines of business. Management believes a portion of the unfavorable variance is the normal volatility associated with influenza season.

Interest credited expense remained flat for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . Interest credited in this segment relates to amounts credited on cash value products which also have a significant mortality component. Income before income taxes is affected by the spread between the investment income and the interest credited on the underlying products.

Policy acquisition costs and other insurance expenses as a percentage of net premiums were 13.3% and 14.0% for the second quarter and 13.5% and 13.9% for the six months ended June 30, 2018 and 2017 , respectively. While these ratios are expected to remain in a predictable range, they may fluctuate from period to period due to varying allowance levels within coinsurance-type arrangements. In addition, the amortization pattern of previously capitalized amounts, which are subject to the form of the reinsurance agreement and the underlying insurance policies, may vary. Also, the mix of first year coinsurance business versus yearly renewable term business can cause the percentage to fluctuate from period to period

Other operating expenses increased $4.1 million , or 13.8% , and $6.2 million , or 10.1% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . The increase in operating expenses, for both periods, is primarily related to expense growth associated with key business line initiatives focused on enhancing the services and reinsurance options for clients. Other operating expenses, as a percentage of net premiums were 2.5% and 2.2% for the second quarter and 2.5% and 2.3% first six months of 2018 and 2017 , respectively. The expense ratio tends to fluctuate only slightly from period to period due to the maturity and scale of this segment.

Financial Solutions - Asset-Intensive Reinsurance

Asset-Intensive reinsurance within the U.S. and Latin America Financial Solutions segment primarily involves assuming investment risk within underlying annuities and corporate-owned life insurance policies. Most of these agreements are coinsurance, coinsurance with funds withheld or modco. The Company recognizes profits or losses primarily from the spread between the investment income earned and the interest credited on the underlying deposit liabilities, income associated with longevity risk, and fees associated with variable annuity account values and guaranteed investment contracts.

Impact of certain derivatives:

Income from the asset-intensive business tends to be volatile due to changes in the fair value of certain derivatives, including embedded derivatives associated with reinsurance treaties structured on a modco or funds withheld basis, as well as embedded derivatives associated with the Company’s reinsurance of equity-indexed annuities and variable annuities with guaranteed minimum benefit riders. Fluctuations occur period to period primarily due to changing investment conditions including, but not limited to, interest rate movements (including risk-free rates and credit spreads), implied volatility, the Company’s own credit risk and equity market performance, all of which are factors in the calculations of fair value. Therefore, management believes it is helpful to distinguish between the effects of changes in these derivatives, net of related hedging activity, and the primary factors that drive profitability of the underlying treaties, namely investment income, fee income (included in other revenues), and interest credited. These fluctuations are considered unrealized by management and do not affect current cash flows, crediting rates or spread performance on the underlying treaties.

The following table summarizes the asset-intensive results and quantifies the impact of these embedded derivatives for the periods presented. Revenues before certain derivatives, benefits and expenses before certain derivatives, and income before income taxes and certain derivatives, should not be viewed as substitutes for GAAP revenues, GAAP benefits and expenses, and GAAP income before income taxes.

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(dollars in thousands)	Three months ended June 30,						Six months ended June 30,
	2018			2017			2018			2017
Revenues:
Total revenues	$	203,350		$	243,922		$	390,089		$	516,695
Less:
Embedded derivatives – modco/funds withheld treaties	5,039			15,762			16,957			82,500
Guaranteed minimum benefit riders and related free standing derivatives	2,077			3,017			(2,512		)	(3,877		)
Revenues before certain derivatives	196,234			225,143			375,644			438,072
Benefits and expenses:
Total benefits and expenses	142,510			156,920			281,987			343,923
Less:
Embedded derivatives – modco/funds withheld treaties	(405		)	10,585			2,668			39,526
Guaranteed minimum benefit riders and related free standing derivatives	1,694			1,096			2,488			(1,186		)
Equity-indexed annuities	983			(2,641		)	(12,287		)	(14,084		)
Benefits and expenses before certain derivatives	140,238			147,880			289,118			319,667
Income before income taxes:
Income before income taxes	60,840			87,002			108,102			172,772
Less:
Embedded derivatives – modco/funds withheld treaties	5,444			5,177			14,289			42,974
Guaranteed minimum benefit riders and related free standing derivatives	383			1,921			(5,000		)	(2,691		)
Equity-indexed annuities	(983		)	2,641			12,287			14,084
Income before income taxes and certain derivatives	$	55,996		$	77,263		$	86,526		$	118,405

Embedded Derivatives - Modco/Funds Withheld Treaties - Represents the change in the fair value of embedded derivatives on funds withheld at interest associated with treaties written on a modco or funds withheld basis. The fair value changes of embedded derivatives on funds withheld at interest associated with treaties written on a modco or funds withheld basis are reflected in revenues, while the related impact on deferred acquisition expenses is reflected in benefits and expenses. The Company’s utilization of a credit valuation adjustment did not have a material effect on the change in fair value of these embedded derivatives for the six months ended June 30, 2018 and 2017 .

The change in fair value of the embedded derivatives - modco/funds withheld treaties increased income before income taxes by $5.4 million and $5.2 million for the second quarter and $14.3 million and $43.0 million for the six months ended June 30, 2018 and 2017 , respectively. The increase in income for the second quarter of 2018 was primarily the result of interest rate movements, partially offset by repositioning in the funds withheld portfolio. The increase in income for the second quarter of 2017 and for the first six months ended June 30, 2018 and 2017 were primarily due to tightening credit spreads.

Guaranteed Minimum Benefit Riders - Represents the impact related to guaranteed minimum benefits associated with the Company’s reinsurance of variable annuities. The fair value changes of the guaranteed minimum benefits along with the changes in fair value of the free standing derivatives (interest rate swaps, financial futures and equity options), purchased by the Company to substantially hedge the liability are reflected in revenues, while the related impact on deferred acquisition expenses is reflected in benefits and expenses. The Company’s utilization of a credit valuation adjustment did not have a material effect on the change in fair value of these embedded derivatives for the six months ended June 30, 2018 and 2017 .

The change in fair value of the guaranteed minimum benefits, after allowing for changes in the associated free standing derivatives, increased income before income taxes by $0.4 million and $1.9 million for the second quarter and decreased by $5.0 million and $2.7 million for the six months ended June 30, 2018 and 2017 , respectively. The increases in income for the second quarter of 2018 and 2017 were primarily due to favorable hedging results. The decrease in income for the first six months ended June 30, 2018 was primarily the result of interest rate movements. The decrease in income for the first six months of2017 was primarily the result of lower policyholder lapses.

Equity-Indexed Annuities - Represents changes in the liability for equity-indexed annuities in excess of changes in account value, after adjustments for related deferred acquisition expenses. The change in fair value of embedded derivative liabilities associated with equity-indexed annuities increased (decreased) income before income taxes by $(1.0) million and $2.6 million for the second quarter and $12.3 million and $14.1 million for the six months ended June 30, 2018 and 2017 , respectively. The decrease in income for the second quarter of 2018 was primarily the result of interest rate movements. The increase in income for the first six months of 2018 was primarily due to lower policyholder lapses and withdrawals. The increase in income for the second quarter and first six months of 2017 was primarily due to changes in the domestic equity markets.

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The changes in derivatives discussed above are considered unrealized by management and do not affect current cash flows, crediting rates or spread performance on the underlying treaties. Fluctuations occur period to period primarily due to changing investment conditions including, but not limited to, interest rate movements (including benchmark rates and credit spreads), credit valuation adjustments, implied volatility and equity market performance, all of which are factors in the calculations of fair value. Therefore, management believes it is helpful to distinguish between the effects of changes in these derivatives and the primary factors that drive profitability of the underlying treaties, namely investment income, fee income (included in other revenues) and interest credited.

Discussion and analysis before certain derivatives:

Income before income taxes and certain derivatives decreased by $21.3 million and $31.9 million for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . The decreases in the second quarter and first six months were primarily due to lower investment related gains (losses), net of the corresponding impact to deferred acquisition costs, associated with coinsurance portfolios.

Revenue before certain derivatives decreased by $28.9 million and $62.4 million for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . The decreases in the second quarter and first six months were primarily due to the change in fair value of equity options associated with the reinsurance of EIAs and lower investment related gains (losses) associated with coinsurance portfolios. The effect on investment income related to equity options is substantially offset by a corresponding change in interest credited.

Benefits and expenses before certain derivatives decreased by $7.6 million and $30.5 million for the three and six months ended June 30, 2018 , as compared to the same period in 2017 . The decreases in the second quarter and first six months were primarily due to lower interest credited associated with the reinsurance of EIAs. The effect on interest credited related to equity options is substantially offset by a corresponding change in investment income.

The invested asset base supporting this segment increased to $15.8 billion as of June 30, 2018 from $15.7 billion as of June 30, 2017 . As of June 30, 2018 , $4.0 billion of the invested assets were funds withheld at interest, of which greater than 90% is associated with one client.

Financial Solutions - Financial Reinsurance

Financial Reinsurance within the U.S. and Latin America Financial Solutions segment income before income taxes consists primarily of net fees earned on financial reinsurance transactions. Additionally, a portion of the business is brokered business in which the Company does not participate in the assumption of risk. The fees earned from financial reinsurance contracts and brokered business are reflected in other revenues, and the fees paid to retrocessionaires are reflected in policy acquisition costs and other insurance expenses.

Income before income taxes increased $1.6 million , or 7.8% , and $3.9 million , or 10.3% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . The increases were primarily due to growth in new transactions.

At June 30, 2018 and 2017 , the amount of reinsurance assumed from client companies, as measured by pre-tax statutory surplus, risk based capital and other financial structures was $13.7 billion and $12.4 billion, respectively. The increase was primarily due to new transactions, as well as organic growth on existing transactions. Fees earned from this business can vary significantly depending on the size of the transactions and the timing of their completion and therefore can fluctuate from period to period.

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Canada Operations

The Company conducts reinsurance business in Canada primarily through RGA Canada, which assists clients with capital management activity and mortality and morbidity risk management. The Canada operations are primarily engaged in Traditional reinsurance, which consists mainly of traditional individual life reinsurance, as well as creditor, group life and health, critical illness and disability reinsurance. Creditor insurance covers the outstanding balance on personal, mortgage or commercial loans in the event of death, disability or critical illness and is generally shorter in duration than traditional individual life insurance. The Canada Financial Solutions segment consists of longevity and financial reinsurance.



(dollars in thousands)	Three months ended June 30,
	2018						2017
Revenues:	Traditional		Financial Solutions		Total Canada		Traditional		Financial Solutions		Total Canada
Net premiums	$	260,750	$	10,955	$	271,705	$	221,380	$	9,314	$	230,694
Investment income, net of related expenses	49,535		330		49,865		44,830		1,351		46,181
Investment related gains (losses), net	446		—		446		2,598		—		2,598
Other revenues	1,468		804		2,272		465		1,338		1,803
Total revenues	312,199		12,089		324,288		269,273		12,003		281,276
Benefits and expenses:
Claims and other policy benefits	223,935		7,915		231,850		181,197		7,099		188,296
Interest credited	21		—		21		5		—		5
Policy acquisition costs and other insurance expenses	58,541		292		58,833		47,597		206		47,803
Other operating expenses	7,897		338		8,235		7,638		273		7,911
Total benefits and expenses	290,394		8,545		298,939		236,437		7,578		244,015
Income before income taxes	$	21,805	$	3,544	$	25,349	$	32,836	$	4,425	$	37,261



(dollars in thousands)	Six months ended June 30,
	2018								2017
Revenues:	Traditional			Financial Solutions		Total Canada			Traditional		Financial Solutions		Total Canada
Net premiums	$	513,473		$	22,260	$	535,733		$	437,142	$	18,724	$	455,866
Investment income, net of related expenses	100,119			445		100,564			89,336		2,395		91,731
Investment related gains (losses), net	(285		)	—		(285		)	6,441		—		6,441
Other revenues	1,211			2,161		3,372			629		2,691		3,320
Total revenues	614,518			24,866		639,384			533,548		23,810		557,358
Benefits and expenses:
Claims and other policy benefits	436,760			17,030		453,790			372,249		14,718		386,967
Interest credited	26			—		26			9		—		9
Policy acquisition costs and other insurance expenses	115,573			388		115,961			93,279		350		93,629
Other operating expenses	16,647			713		17,360			15,847		725		16,572
Total benefits and expenses	569,006			18,131		587,137			481,384		15,793		497,177
Income before income taxes	$	45,512		$	6,735	$	52,247		$	52,164	$	8,017	$	60,181

Income before income taxes decreased by $11.9 million , or 32.0% , and $7.9 million , or 13.2% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . The decreases in income for the second quarter and first six months are primarily due to unfavorable traditional individual life mortality experience as compared to the same periods in 2017. Foreign currency exchange fluctuations in the Canadian dollar resulted in an increase in income before income taxes of $0.7 million and $2.3 million for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 .

Traditional Reinsurance

Income before income taxes for the Canada Traditional segment decreased by $11.0 million , or 33.6% , and $6.7 million , or 12.8% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . The decreases in income before income taxes for the second quarter and first six months were primarily due to unfavorable traditional individual life mortality experience. Foreign currency exchange fluctuations in the Canadian dollar resulted in an increase in income before income taxes of $0.6 million and $2.0 million for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 .

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Net premiums increased $39.4 million , or 17.8% , and $76.3 million , or 17.5% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . The increases in net premiums were primarily due to a new in force block transaction during the first quarter of 2018. Foreign currency exchange fluctuations in the Canadian dollar resulted in an increase in net premiums of approximately $10.2 million and $21.1 million for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 .

Net investment income increased $4.7 million , or 10.5% , and $10.8 million , or 12.1% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . The increases in investment income for the second quarter and the first six months were primarily the result of an increase in the invested asset base due to growth in the underlying business volume and an increase in investment yields from a higher level of variable investment income in the first quarter. Additionally, foreign currency exchange fluctuation in the Canadian dollar resulted in an increase in net investment income of approximately $2.0 million and $4.2 million for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 .

Other revenues increased by $1.0 million and $0.6 million for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . These variances are primarily due to gains and losses related to foreign currency transactions.

Loss ratios for this segment were 85.9% and 81.8% for the second quarter and 85.1% and 85.2% for the six months ended June 30, 2018 and 2017 , respectively. The increase in the loss ratio for the three months of 2018, as compared to the same period in 2017, is due to unfavorable traditional individual life mortality experience. Loss ratios for the traditional individual life mortality business were 97.8% and 94.3% for the second quarter and 94.6% and 98.3% for the first six months ended June 30, 2018 and 2017 , respectively. Historically, the loss ratio increased primarily as the result of several large permanent level premium in force blocks assumed in 1997 and 1998. These blocks are mature blocks of long-term permanent level premium business in which mortality as a percentage of net premiums is expected to be higher than historical ratios. The nature of permanent level premium policies requires the Company to set up actuarial liabilities and invest the amounts received in excess of early-year claims costs to fund claims in later years when premiums, by design, continue to be level as compared to expected increasing mortality or claim costs. As such, investment income becomes a more significant component of profitability of these in force blocks. Excluding creditor business, claims and other policy benefits, as a percentage of net premiums and investment income were 77.5% and 74.6% for the second quarter and 76.3% and 77.7% for the six months ended June 30, 2018 and 2017 , respectively.

Policy acquisition costs and other insurance expenses as a percentage of net premiums were 22.5% and 21.5% for the second quarter and 22.5% and 21.3% for the six months ended June 30, 2018 and 2017 , respectively. Overall, while these ratios are expected to remain in a predictable range, they may fluctuate from period to period due to varying allowance levels and product mix. In addition, the amortization patterns of previously capitalized amounts, which are subject to the form of the reinsurance agreement and the underlying insurance policies, may vary.

Other operating expenses increased $0.3 million , or 3.4% , and $0.8 million , or 5.0% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . Other operating expenses as a percentage of net premiums were 3.0% and 3.5% for the second quarter and 3.2% and 3.6% for the six month periods ended June 30, 2018 and 2017 , respectively.

Financial Solutions Reinsurance

Income before income taxes decreased by $0.9 million , or 19.9% , and $1.3 million , or 16.0% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . The decreases in income for both the three and six month periods are primarily due to a decrease in net investment income as a result of a decrease in the invested asset base partially offset by favorable experience on longevity business. Foreign currency exchange fluctuations in the Canadian dollar resulted in an increase in income before income taxes of $0.1 million and $0.3 million for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 .

Net premiums increased $1.6 million , or 17.6% , and $3.5 million , or 18.9% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . The increases were primarily due to longevity business, where the premium structure generally increases over time. Foreign currency exchange fluctuations in the Canadian dollar resulted in an increase in net premiums of approximately $0.4 million and $0.9 million for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 .

Net investment income decreased $1.0 million , or 75.6% , and $2.0 million , or 81.4% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 primarily due to a decrease in the invested asset base.

Claims and other policy benefits increased $0.8 million , or 11.5% , and $2.3 million , or 15.7% , for the three and six months ended June 30, 2018 as compared to the same periods in 2017 . The increases for the second quarter and first six months were primarily a result of normal aging of the longevity block of business.

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Europe, Middle East and Africa Operations

The Europe, Middle East and Africa (“EMEA”) operations include business generated by its offices principally in the United Kingdom (“UK”), South Africa, France, Germany, Ireland, Italy, the Netherlands, Poland, Spain and the Middle East region. EMEA consists of two major segments: Traditional and Financial Solutions. The Traditional segment primarily provides reinsurance through yearly renewable term and coinsurance agreements on a variety of life, health and critical illness products. Reinsurance agreements may be facultative or automatic agreements covering primarily individual risks and, in some markets, group risks. The Financial Solutions segment consists of reinsurance and other transactions associated with longevity closed blocks, payout annuities, capital management solutions and financial reinsurance.



(dollars in thousands)	Three months ended June 30,
	2018						2017
Revenues:	Traditional		Financial Solutions		Total EMEA		Traditional		Financial Solutions			Total EMEA
Net premiums	$	354,534	$	49,135	$	403,669	$	330,850	$	38,520		$	369,370
Investment income, net of related expenses	17,087		40,330		57,417		13,585		28,029			41,614
Investment related gains (losses), net	—		5,858		5,858		—		2,458			2,458
Other revenues	917		5,352		6,269		1,485		4,398			5,883
Total revenues	372,538		100,675		473,213		345,920		73,405			419,325
Benefits and expenses:
Claims and other policy benefits	310,187		21,854		332,041		295,004		36,797			331,801
Interest credited	—		4,127		4,127		—		(291		)	(291		)
Policy acquisition costs and other insurance expenses	29,961		1,054		31,015		15,349		454			15,803
Other operating expenses	25,922		8,271		34,193		24,213		7,540			31,753
Total benefits and expenses	366,070		35,306		401,376		334,566		44,500			379,066
Income before income taxes	$	6,468	$	65,369	$	71,837	$	11,354	$	28,905		$	40,259



(dollars in thousands)	Six months ended June 30,
	2018						2017
Revenues:	Traditional		Financial Solutions		Total EMEA		Traditional		Financial Solutions		Total EMEA
Net premiums	$	730,263	$	97,114	$	827,377	$	635,522	$	80,515	$	716,037
Investment income, net of related expenses	32,851		72,262		105,113		26,305		57,710		84,015
Investment related gains (losses), net	9		9,210		9,219		7		7,033		7,040
Other revenues	3,197		10,232		13,429		2,172		8,136		10,308
Total revenues	766,320		188,818		955,138		664,006		153,394		817,400
Benefits and expenses:
Claims and other policy benefits	636,989		64,325		701,314		561,405		72,733		634,138
Interest credited	—		1,475		1,475		—		3,822		3,822
Policy acquisition costs and other insurance expenses	55,513		2,134		57,647		30,512		743		31,255
Other operating expenses	51,929		16,351		68,280		46,759		15,273		62,032
Total benefits and expenses	744,431		84,285		828,716		638,676		92,571		731,247
Income before income taxes	$	21,889	$	104,533	$	126,422	$	25,330	$	60,823	$	86,153

Income before income taxes increased by $31.6 million , or 78.4% , and increased by $40.3 million , or 46.7% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . The increases in income before income taxes were primarily due to favorable performance in the closed block longevity and payout annuity businesses partly offset by unfavorable mortality experience. Foreign currency exchange fluctuations resulted in an increase in income before income taxes of $4.3 million and $10.4 million for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 .

Traditional Reinsurance

Income before income taxes decreased by $4.9 million , or 43.0% , and $3.4 million , or 13.6% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . The decrease in income for the second quarter was primarily due to unfavorable individual life mortality experience. The decrease in income for the first six months was primarily due to unfavorable individual life mortality experience. Foreign currency exchange fluctuations resulted in an increase in income before income taxes of $1.0 million and $2.8 million for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 .

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Net premiums increased $23.7 million , or 7.2% , and $94.7 million , or 14.9% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . The increases in net premiums for the three and six months were primarily due to increased individual life and health business volumes. Foreign currency exchange fluctuations increased net premiums by approximately $18.7 million and $59.0 million for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 .

A portion of the net premiums for the segment, in each period presented, relates to reinsurance of critical illness coverage, primarily in the UK. This coverage provides a benefit in the event of the diagnosis of a pre-defined critical illness. Net premiums earned from this coverage totaled $47.9 million and $49.2 million for the second quarter and $96.7 million and $95.2 million for the first six months of 2018 and 2017 , respectively.

Net investment income increased $3.5 million , or 25.8% , and $6.5 million , or 24.9% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . The increases in net investment income were primarily due to an increase in the invested asset base resulting from business growth. Foreign currency exchange fluctuations resulted in an increase in net investment income of approximately $1.0 million and $2.7 million for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 .

Loss ratios for this segment were 87.5% and 89.2% for the second quarter and 87.2% and 88.3% for the first six months ended June 30, 2018 and 2017 , respectively. The decreases in loss ratios were primarily due to changes in business mix and normal claims variability.

Policy acquisition costs and other insurance expenses as a percentage of net premiums were 8.5% and 4.6% for the second quarter and 7.6% and 4.8% for the first six months ended June 30, 2018 and 2017 , respectively. The increases in policy acquisition cost ratios are due primarily to variations in the mixture of business. A small number of recent larger new treaties have included higher than average ceding allowances.

Other operating expenses increased $1.7 million , or 7.1% , and $5.2 million , or 11.1% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . The increase in the second quarter and first six months was primarily due to foreign currency fluctuations, which resulted in an increase in operating expenses of approximately $1.4 million and $4.3 million for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . Other operating expenses as a percentage of net premiums totaled 7.3% and 7.3% for the second quarter and 7.1% and 7.4% for the first six months ended June 30, 2018 and 2017 , respectively.

Financial Solutions Reinsurance

Income before income taxes increased by $36.5 million , or 126.2% , and $43.7 million , or 71.9% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . The increases in income before income taxes were primarily due to favorable performance in the closed block longevity and payout annuity businesses. Foreign currency exchange fluctuations resulted in an increase in income before income taxes totaling $3.3 million and $7.7 million for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 .

Net premiums increased by $10.6 million , or 27.6% , and $16.6 million , or 20.6% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . The increases in net premiums were due to increased volumes of closed block longevity business. Foreign currency exchange fluctuations increased net premiums by approximately $3.0 million and $8.4 million for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 .

Net investment income increased $12.3 million , or 43.9% , and $14.6 million , or 25.2% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . The increases in investment income were due to an increased invested asset base resulting from business growth. Foreign currency exchange fluctuations resulted in an increase in net investment income of approximately $2.3 million and $5.7 million for the three and six months ended June 30, 2018 , as compared to the same periods in 2017.

Other revenues increased by $1.0 million , or 21.7% , and $2.1 million , or 25.8% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . The increases in fees earned from this business are due to new transactions. Fees earned can vary significantly depending on the size of the transactions and the timing of their completion and, therefore, can fluctuate from period to period. Foreign currency exchange fluctuations resulted in an increase in other revenues of approximately $0.3 million and $0.9 million for the three and six months ended June 30, 2018 , as compared to the same periods in 2017.

Claims and other policy benefits decreased $14.9 million , or 40.6% , and $8.4 million , or 11.6% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . The decreases in the second quarter and first six months were primarily due to the closed block longevity business resulting from higher terminations. Foreign currency exchange fluctuations resulted in an increase in claims and other policy benefits of approximately $1.8 million and $6.5 million for the three and six months ended June 30, 2018 , as compared to the same periods in 2017.

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Interest credited expense increased by $4.4 million and decreased by $2.3 million or the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . Interest credited in this segment relates to amounts credited to the contractholders of unit-linked products. The effect on interest credited related to unit-linked products is substantially offset by a corresponding change in investment income.

Other operating expenses increased $0.7 million , or 9.7% , and $1.1 million , or 7.1% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . The increases are primarily due to foreign currency exchange fluctuations, which resulted in an increase in operating expenses of approximately $0.5 million and $1.5 million for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 .

Asia Pacific Operations

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



(dollars in thousands)	Three months ended June 30,
	2018						2017
Revenues:	Traditional		Financial Solutions		Total Asia Pacific		Traditional		Financial Solutions		Total Asia Pacific
Net premiums	$	538,799	$	30	$	538,829	$	537,352	$	549	$	537,901
Investment income, net of related expenses	24,076		10,184		34,260		22,345		8,570		30,915
Investment related gains (losses), net	—		1,904		1,904		—		3,582		3,582
Other revenues	7,645		5,874		13,519		1,832		5,283		7,115
Total revenues	570,520		17,992		588,512		561,529		17,984		579,513
Benefits and expenses:
Claims and other policy benefits	435,592		2,405		437,997		423,294		1,565		424,859
Interest credited	—		6,660		6,660		—		5,572		5,572
Policy acquisition costs and other insurance expenses	37,584		728		38,312		51,259		1,541		52,800
Other operating expenses	38,482		4,061		42,543		33,654		3,929		37,583
Total benefits and expenses	511,658		13,854		525,512		508,207		12,607		520,814
Income (loss) before income taxes	$	58,862	$	4,138	$	63,000	$	53,322	$	5,377	$	58,699



(dollars in thousands)	Six months ended June 30,
	2018						2017
Revenues:	Traditional		Financial Solutions		Total Asia Pacific		Traditional		Financial Solutions		Total Asia Pacific
Net premiums	$	1,128,312	$	708	$	1,129,020	$	1,020,659	$	2,075	$	1,022,734
Investment income, net of related expenses	48,676		20,578		69,254		44,247		14,106		58,353
Investment related gains (losses), net	8		5,371		5,379		—		10,767		10,767
Other revenues	8,063		11,181		19,244		1,853		11,488		13,341
Total revenues	1,185,059		37,838		1,222,897		1,066,759		38,436		1,105,195
Benefits and expenses:
Claims and other policy benefits	930,786		6,873		937,659		778,733		8,060		786,793
Interest credited	—		13,054		13,054		—		8,569		8,569
Policy acquisition costs and other insurance expenses	96,366		1,925		98,291		124,116		3,458		127,574
Other operating expenses	76,158		7,827		83,985		68,900		7,100		76,000
Total benefits and expenses	1,103,310		29,679		1,132,989		971,749		27,187		998,936
Income before income taxes	$	81,749	$	8,159	$	89,908	$	95,010	$	11,249	$	106,259

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Income before income taxes increased by $4.3 million , or 7.3% , and decreased by $16.4 million , or 15.4% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . The increase in income before income taxes for the second quarter was due to business growth across the region. The decrease in income before income taxes for the first six months was primarily due to unfavorable claims experience, notably in Australia and new business mix. Foreign currency exchange fluctuations had a negligible effect on income before income taxes for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 .

Traditional Reinsurance

Income before income taxes increased by $5.5 million , or 10.4% , and decreased by $13.3 million , or 14.0% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . The increase in income before income taxes in the second quarter was primarily due to business growth across the region. The decrease in income before income taxes for the first six months was primarily due to unfavorable claims experience, largely in Australia, and new business mix. Foreign currency exchange fluctuations had a negligible effect on income before income taxes for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 .

Net premiums increased by $1.4 million , or 0.3% , and $107.7 million , or 10.5% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . The increases were driven by new business written in Asian markets and currency fluctuations. Foreign currency exchange fluctuations resulted in an increase in net premiums of approximately $9.2 million and $30.5 million for the three and six months of 2018 , as compared to the same periods in 2017 .

A portion of the net premiums for the segment, in each period presented, relates to reinsurance of critical illness coverage. This coverage provides a benefit in the event of the diagnosis of a pre-defined critical illness. Reinsurance of critical illness in the segment is offered primarily in South Korea, Australia and Hong Kong. Net premiums earned from this coverage totaled $180.9 million and $174.3 million for the second quarter and $416.6 million and $316.2 million for the first six months ended June 30, 2018 and 2017 , respectively.

Net investment income increased $1.7 million , or 7.7% , and $4.4 million , or 10.0% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . The increases were primarily due to a higher invested asset base. Foreign currency exchange fluctuations resulted in an increase in net investment income of approximately $0.2 million and $1.0 million for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 .

Other revenues increased by $5.8 million , or 317.3% , and $6.2 million , or 335.1% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . These variances are primarily due to gains and losses related to foreign currency transactions.

Loss ratios for this segment were 80.8% and 78.8% for the second quarter and 82.5% and 76.3% for the first six months ended June 30, 2018 and 2017 , respectively. The increases in the loss ratios for the second quarter and first six months of 2018 were primarily due to unfavorable claims experience, largely in Australia and new business mix.

Policy acquisition costs and other insurance expenses as a percentage of net premiums were 7.0% and 9.5% for the second quarter and 8.5% and 12.2% for the six months ended June 30, 2018 and 2017 , respectively. These percentages fluctuate due to timing of client company reporting, premium refunds, variations in the mixture of business and the relative maturity of the business. In addition, as the segment grows, renewal premiums, which have lower allowances than first-year premiums, represent a greater percentage of the total net premiums.

Other operating expenses increased $4.8 million , or 14.3% , and $7.3 million , or 10.5% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 mainly due to growth in operations in Asia and consultant expenditures. Other operating expenses as a percentage of net premiums totaled 7.1% and 6.3% for the second quarter and 6.7% and 6.8% for the first six months ended June 30, 2018 and 2017 , respectively. The timing of premium flows and the level of costs associated with the entrance into and development of new markets within the segment may cause other operating expenses as a percentage of net premiums to fluctuate over periods of time.

Financial Solutions Reinsurance

Income before income taxes decreased by $1.2 million , or 23.0% , and $3.1 million , or 27.5% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . The decreases in income before income taxes were primarily due to a decline in investment related gains (losses) associated with a closed treaty in Japan. Foreign currency exchange fluctuations had a negligible effect on income before income taxes for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 .

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Net premiums decreased $0.5 million or 94.5% , and $1.4 million , or 65.9% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . The decreases for the second quarter and first six months were due to policy lapses on a closed treaty in Japan. Foreign currency exchange fluctuations had a negligible effect on net premiums for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 .

Net investment income increased $1.6 million , or 18.8% , and $6.5 million , or 45.9% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 mainly due to growth in the invested asset base. Foreign currency exchange fluctuations had a negligible effect on net investment income for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 .

Other revenues increased by $0.6 million , or 11.2% , and decreased by $0.3 million , or 2.7% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . At June 30, 2018 and 2017 , the amount of reinsurance assumed from client companies, as measured by pre-tax statutory surplus, risk based capital and other financial reinsurance structures was $2.8 billion and $1.4 billion, respectively. Fees earned from this business can vary significantly depending on the size of the transactions and the timing of their completion and, therefore, can fluctuate from period to period.

Claims and other policy benefits increased by $0.8 million , or 53.7% , and decreased by $1.2 million , or 14.7% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . The increase in the second quarter was primarily due to new treaties in Asia entered in the second quarter of 2018. The decrease in the first six months is attributable to lower lapses on the aforementioned closed treaty in Japan, partially offset by higher claims and policy benefits from new business.

Other operating expenses increased by $0.1 million , or 3.4% , and decreased by $0.7 million , or 10.2% , for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 , respectively. The timing of transactions and the level of costs associated with the entrance into and development of new markets within the segment may cause other operating expenses to fluctuate over periods of time.

Corporate and Other

Corporate and Other revenues primarily include investment income from unallocated invested assets and investment related gains and losses. Corporate and Other expenses consist of the offset to capital charges allocated to the operating segments within the policy acquisition costs and other insurance income line item, unallocated overhead and executive costs, interest expense related to debt, and the investment income and expense associated with the Company’s collateral finance and securitization transactions. Additionally, Corporate and Other includes results from certain wholly-owned subsidiaries, such as RGAx, and joint ventures that, among other activities, develop and market technology, and provide consulting and outsourcing solutions for the insurance and reinsurance industries.



(dollars in thousands)	Three months ended June 30,						Six months ended June 30,
	2018			2017			2018			2017
Revenues:
Net premiums	$	10		$	42		$	20		$	86
Investment income, net of related expenses	32,727			36,305			72,873			67,468
Investment related gains (losses), net	(23,281		)	15,685			(32,215		)	862
Other revenues	6,344			2,456			14,377			7,624
Total revenues	15,800			54,488			55,055			76,040
Benefits and expenses:
Claims and other policy benefits	108			(13		)	428			14
Interest credited	2,717			1,497			4,927			2,621
Policy acquisition costs and other insurance income	(30,496		)	(26,779		)	(61,008		)	(53,846		)
Other operating expenses	66,270			38,141			129,230			78,513
Interest expense	37,025			29,352			74,479			71,754
Collateral finance and securitization expense	7,440			6,773			15,042			13,543
Total benefits and expenses	83,064			48,971			163,098			112,599
Income (loss) before income taxes	$	(67,264	)	$	5,517		$	(108,043	)	$	(36,559	)

Loss before income taxes increased by $72.8 million and $71.5 million for the three and six months ended June 30, 2018 , as compared to the same periods in 2017 . The increase in loss before income taxes for the second quarter and the first six months is primarily due to decreased net investment related gains and higher other operating expenses partially offset by increased other revenue.

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Net investment income decreased by $3.6 million , or 9.9% , and increased by $5.4 million , or 8.0% , for the three and six months ended June 30, 2018, as compared to the same periods in 2017. The decrease in the second quarter was mainly due to lower investment yields. The increase in the first six months was related to an increase in unallocated invested assets and higher investment yields.

Net investment related gains (losses) decreased by $39.0 million and $33.1 million for the three and six months ended June 30, 2018, as compared to the same periods in 2017. The unfavorable change in the second quarter was largely caused by an increase in net losses on the sale of securities of $40.0 million and a $6.9 million reduction in fair value of equity securities, which was partially offset by a $7.2 million decrease in impairments on fixed maturity securities and other investments. The decrease in the first six months was primarily due to a $43.0 million increase in net losses on the sale of securities and an $11.1 million decrease in fair value of equity securities, which was partially offset by a $21.0 million reduction in other-than-temporary impairments on fixed maturity securities and other investments.

Other revenues increased by $3.9 million , or 158.3% , and $6.8 million , or 88.6% , for the three and six months ended June 30, 2018, as compared to the same periods in 2017. The increase in the second quarter was mainly due to the Company’s January 2018 acquisition of LOGiQ3 Inc., a group of companies providing technology, consulting and outsourcing solutions primarily to the North American life insurance and reinsurance industry, which contributed $5.2 million to other revenues in the current quarter. The acquisition of LOGiQ3 Inc. contributed $10.0 million to other revenues in the first six months.

Policy acquisition costs and other insurance income increased by $3.7 million , or 13.9% , and $7.2 million , or 13.3% , for the three and six months ended June 30, 2018, as compared to the same periods in 2017. Fluctuations period over period were attributable to the offset to capital charges allocated to the operating segments.

Other operating expenses increased by $28.1 million , or 73.8% , and $50.7 million , or 64.6% , for the three and six months ended June 30, 2018, as compared to the same periods in 2017. The increase in operating expenses, for both periods presented, was primarily related to increased consulting and compensation expenses due to increased compliance costs, strategic initiatives, acquisitions and increased incentive-based compensation. The aforementioned acquisition of LOGiQ3 Inc. contributed $7.1 million and $13.9 million of other operating expenses in the current quarter and first six months, respectively.

Interest expense increased by $7.7 million , or 26.1% , and $2.7 million , or 3.8% , for the three and six months ended June 30, 2018, as compared to the same periods in 2017. The increase in interest expense for both periods presented was primarily caused by a lower reduction in tax-related interest expense, which, specifically for the six month period, was partially offset by the repayment of $300.0 million of long-term debt in 2017.

Liquidity and Capital Resources

Overview

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

Current Market Environment

The current low interest rate environment in select markets, primarily the U.S. and Canada, continues to put downward pressure on the Company’s investment yield. The Company’s average investment yield, excluding spread business, for the six months ended June 30, 2018 was 4.39% , 11 basis points below the same period in 2017. The Company’s insurance liabilities, in particular its annuity products, are sensitive to changing market factors. Due to recent increases in risk free interest rates, gross unrealized gains on fixed maturity securities available-for-sale decreased from $2,982.8 million at December 31, 2017 to $2,143.2 million at June 30, 2018 . Gross unrealized losses increased from $113.3 million at December 31, 2017 to $592.2 million at June 30, 2018 .

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The Company continues to be in a position to hold any investment security showing an unrealized loss until recovery, provided it remains comfortable with the credit of the issuer. As indicated above, gross unrealized gains on fixed maturity securities of $2,143.2 million remain well in excess of gross unrealized losses of $592.2 million as of June 30, 2018 . The Company does not rely on short-term funding or commercial paper and to date it has experienced no liquidity pressure, nor does it anticipate such pressure in the foreseeable future.

The Company projects its reserves to be sufficient, and it would not expect to write down deferred acquisition costs or be required to take any actions to augment capital, even if interest rates remain at current levels for the next five years, assuming all other factors remain constant. While the Company has felt the pressures of sustained low interest rates and volatile equity markets and may continue to do so, its business operations are not overly sensitive to these risks. Although management believes the Company’s current capital base is adequate to support its business at current operating levels, it continues to monitor new business opportunities and any associated new capital needs that could arise from the changing financial landscape.

The Holding Company

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



	Three months ended June 30,				Six months ended June 30,
	2018		2017		2018		2017
Interest expense	$	47,250	$	37,100	$	92,694	$	87,321
Capital contributions to subsidiaries	12,000		11,000		23,000		18,500
Dividends to shareholders	32,129		26,434		64,370		52,815
Interest and dividend income	232,473		27,748		264,020		52,281



	June 30, 2018		December 31, 2017
Cash and invested assets	$	644,472	$	779,996

See Item 15, Schedule II - “Condensed Financial Information of the Registrant” in the 2017 Annual Report for additional financial information related to RGA.

The undistributed earnings of substantially all of the Company’s foreign subsidiaries have been reinvested indefinitely in those non-U.S. operations, as described in Note 9 - “Income Tax” of the Notes to Consolidated Financial Statements in the 2017 Annual Report. As U.S. Tax Reform generally eliminates U.S. federal income taxes on dividends from foreign subsidiaries, the Company does not expect to incur material income taxes if these funds are repatriated.

RGA endeavors to maintain a capital structure that provides financial and operational flexibility to its subsidiaries, credit ratings that support its competitive position in the financial services marketplace, and shareholder returns. As part of the Company’s capital deployment strategy, it has in recent years repurchased shares of RGA common stock and paid dividends to RGA shareholders, as authorized by the board of directors. RGA’s current share repurchase program, which was approved by the board of directors in January 2017, authorizes the repurchase of up to $400.0 million of common stock. The pace of repurchase activity depends on various factors such as the level of available cash, an evaluation of the costs and benefits associated with alternative uses of excess capital, such as acquisitions and in force reinsurance transactions, and RGA’s stock price.

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



	Six months ended June 30,
	2018		2017
Dividends to shareholders	$	64,370	$	52,815
Repurchases of treasury stock	150,000		—
Total amount paid to shareholders	$	214,370	$	52,815

Number of shares repurchased	991,477		—
Average price per share	$	151.29	$	—

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In July 2018, RGA’s board of directors declared a quarterly dividend of $0.60 per share. All future payments of dividends are at the discretion of RGA’s board of directors and will depend on the Company’s earnings, capital requirements, insurance regulatory conditions, operating conditions, and other such factors as the board of directors may deem relevant. The amount of dividends that RGA can pay will depend in part on the operations of its reinsurance subsidiaries. See Note 3 - “Equity” in the Notes to Condensed Consolidated Financial Statements for information on the Company’s share repurchase program.

Debt

Certain of the Company’s debt agreements contain financial covenant restrictions related to, among others, liens, the issuance and disposition of stock of restricted subsidiaries, minimum requirements of consolidated net worth, maximum ratios of debt to capitalization and change of control provisions. The Company is required to maintain a minimum consolidated net worth, as defined in the debt agreements, of $3.5 billion, calculated as of the last day of each fiscal quarter. Also, consolidated indebtedness, calculated as of the last day of each fiscal quarter, cannot exceed 35% of the sum of the Company’s consolidated indebtedness plus adjusted consolidated stockholders’ equity. A material ongoing covenant default could require immediate payment of the amount due, including principal, under the various agreements. Additionally, the Company’s debt agreements contain cross-default covenants, which would make outstanding borrowings immediately payable in the event of a material uncured covenant default under any of the agreements, including, but not limited to, non-payment of indebtedness when due for an amount in excess of $100.0 million, bankruptcy proceedings, or any other event which results in the acceleration of the maturity of indebtedness.

As of June 30, 2018 and December 31, 2017 , the Company had $2.8 billion in outstanding borrowings under its debt agreements and was in compliance with all covenants under those agreements. As of June 30, 2018 and December 31, 2017 , the average net interest rate on long-term debt outstanding was 5.24%. The ability of the Company to make debt principal and interest payments depends on the earnings and surplus of subsidiaries, investment earnings on undeployed capital proceeds, available liquidity at the holding company, and the Company’s ability to raise additional funds.

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

The Company may borrow up to $850.0 million in cash and obtain letters of credit in multiple currencies on its revolving credit facility that matures in September 2019. As of June 30, 2018 , the Company had no cash borrowings outstanding and $80.4 million in issued, but undrawn, letters of credit under this facility.

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

Credit and Committed Facilities

At June 30, 2018 , the Company maintained an $850.0 million syndicated revolving credit facility and certain committed letter of credit facilities aggregating $1,263.8 million. See Note 13 - “Debt” in the Notes to Consolidated Financial Statements in the 2017 Annual Report for further information about these facilities.

The Company has obtained bank letters of credit in favor of various affiliated and unaffiliated insurance companies from which the Company assumes business. These letters of credit represent guarantees of performance under the reinsurance agreements and allow ceding companies to take statutory reserve credits. Certain of these letters of credit contain financial covenant restrictions similar to those described in the “Debt” discussion above. At June 30, 2018 , there were approximately $103.7 million of outstanding bank letters of credit in favor of third parties. Additionally, in accordance with applicable regulations, the Company utilizes letters of credit to secure statutory reserve credits when it retrocedes business to its affiliated subsidiaries. The Company cedes business to its affiliates to help reduce the amount of regulatory capital required in certain jurisdictions, such as the U.S. and the UK. The Company believes the capital required to support the business in the affiliates reflects more realistic expectations than the original jurisdiction of the business, where capital requirements are often considered to be quite conservative. As of June 30, 2018 , $1.4 billion in letters of credit from various banks were outstanding, but undrawn, backing reinsurance between the various subsidiaries of the Company.

Cash Flows

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

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Additional sources of liquidity to meet unexpected cash outflows in excess of operating cash inflows and current cash and equivalents on hand include selling short-term investments or fixed maturity securities and drawing funds under a revolving credit facility, under which the Company had availability of $769.6 million as of June 30, 2018 . The Company also has $1.1 billion of funds available through collateralized borrowings from the FHLB as of June 30, 2018 . As of June 30, 2018 , the Company could have borrowed these additional amounts without violating any of its existing debt covenants.

The Company’s principal cash outflows relate to the payment of claims liabilities, interest credited, operating expenses, income taxes, dividends to shareholders, purchases of treasury stock and principal and interest under debt and other financing obligations. The Company seeks to limit its exposure to loss on any single insured and to recover a portion of benefits paid by ceding reinsurance to other insurance enterprises or reinsurers under excess coverage and coinsurance contracts (See Note 2, “Summary of Significant Accounting Policies” in Notes to Consolidated Financial Statements in the 2017 Annual Report). The Company performs annual financial reviews of its retrocessionaires to evaluate financial stability and performance. The Company has never experienced a material default in connection with retrocession arrangements, nor has it experienced any difficulty in collecting claims recoverable from retrocessionaires; however, no assurance can be given as to the future performance of such retrocessionaires nor to the recoverability of future claims. The Company’s management believes its current sources of liquidity are adequate to meet its cash requirements for the next 12 months.

Summary of Primary Sources and Uses of Liquidity and Capital

The Company’s primary sources and uses of liquidity and capital are summarized as follows:



		For the six months ended June 30,
		2018		2017
		(Dollars in thousands)
Sources:
	Net cash provided by operating activities	$	583,588	$	655,974
	Exercise of stock options, net	1,252		2,527
	Change in cash collateral for derivative positions and other arrangements	17,578		—
	Cash provided by changes in universal life and other
	investment type policies and contracts	—		515,147
	Effect of exchange rate changes on cash	—		34,137
	Total sources	602,418		1,207,785

Uses:
	Net cash used in investing activities	100,615		889,675
	Dividends to stockholders	64,370		52,815
	Repayment of collateral finance and securitization notes	53,102		23,761
	Principal payments of long-term debt	1,331		301,278
	Repurchase and repayment of collateral finance facility securities	—		—
	Purchases of treasury stock	165,069		10,578
	Change in cash collateral for derivatives and other arrangements	—		7,046
	Cash used for changes in universal life and other
	investment type policies and contracts	104,023		—
	Effect of exchange rate changes on cash	19,753		—
	Total uses	508,263		1,285,153
Net change in cash and cash equivalents		$	94,155	$	(77,368	)

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

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

Financing Cash Flows - The principal cash inflows from the Company’s financing activities come from issuances of RGA debt and equity securities, and deposit funds associated with universal life and other investment type policies and contracts. The principal

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cash outflows come from repayments of debt, payments of dividends to stockholders, purchases of treasury stock, and withdrawals associated with universal life and other investment type policies and contracts. A primary liquidity concern with respect to these cash flows is the risk of early contractholder and policyholder withdrawal.

Contractual Obligations

There were no material changes in the Company’s contractual obligations from those previously reported in the 2017 Annual Report.

Asset / Liability Management

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

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

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

The Company’s liquidity position (cash and cash equivalents and short-term investments) was $1,520.7 million and $1,396.8 million at June 30, 2018 and December 31, 2017 , respectively. Cash and cash equivalents includes cash collateral received from derivative counterparties of $194.1 million and $185.9 million as of June 30, 2018 and December 31, 2017 , respectively. This unrestricted cash collateral is included in cash and cash equivalents and the obligation to return it is included in other liabilities in the Company’s condensed consolidated balance sheets. Liquidity needs are determined from valuation analyses conducted by operational units and are driven by product portfolios. Periodic evaluations of demand liabilities and short-term liquid assets are designed to adjust specific portfolios, as well as their durations and maturities, in response to anticipated liquidity needs.

See “Securities Borrowing, Lending and Other” in Note 4 - “Investments” in the Notes to Condensed Consolidated Financial Statements for information related to the Company’s securities borrowing, lending and repurchase/reverse repurchase programs. In addition to its security agreements with third parties, certain RGA’s subsidiaries have entered into intercompany securities lending agreements to more efficiently source securities for lending to third parties and to provide for more efficient regulatory capital management.

The Company is a member of the FHLB and holds $71.8 million of FHLB common stock, which is included in other invested assets on the Company’s condensed consolidated balance sheets. Membership provides the Company access to borrowing arrangements (“advances”) and funding agreements, discussed below, with the FHLB. The Company did not have any advances from the FHLB at June 30, 2018 and December 31, 2017 . The Company had no outstanding balance of advances during the second quarter and the first six months of 2018 , respectively, and was $39.5 million and $21.4 million during the second quarter and the first six months of 2017 , respectively. Interest on advances is reflected in interest expense on the Company’s condensed consolidated statements of income.

In addition, the Company has also entered into funding agreements with the FHLB under guaranteed investment contracts whereby the Company has issued the funding agreements in exchange for cash and for which the FHLB has been granted a blanket lien on the Company’s commercial and residential mortgage-backed securities and commercial mortgage loans used to collateralize the Company’s obligations under the funding agreements. The Company maintains control over these pledged assets, and may use, commingle, encumber or dispose of any portion of the collateral as long as there is no event of default and the remaining qualified collateral is sufficient to satisfy the collateral maintenance level. The funding agreements and the related security agreements represented by this blanket lien provide that upon any event of default by the Company, the FHLB’s recovery is limited to the amount of the Company’s liability under the outstanding funding agreements. The amount of the Company’s liability for the funding agreements with the FHLB under guaranteed investment contracts was $1.5 billion and $1.4 billion at June 30, 2018 and December 31, 2017 , respectively, which is included in interest sensitive contract liabilities on the Company’s condensed consolidated balance sheets. The advances on these agreements are collateralized primarily by commercial and residential

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mortgage-backed securities, commercial mortgage loans, and U.S. Treasury and government agency securities. The amount of collateral exceeds the liability and is dependent on the type of assets collateralizing the guaranteed investment contracts.

Investments

Management of Investments

The Company’s investment and derivative strategies involve matching the characteristics of its reinsurance products and other obligations and to seek to closely approximate the interest rate sensitivity of the assets with estimated interest rate sensitivity of the reinsurance liabilities. The Company achieves its income objectives through strategic and tactical asset allocations, security and derivative strategies within an asset/liability management and disciplined risk management framework. Derivative strategies are employed within the Company’s risk management framework to help manage duration, currency, and other risks in assets and/or liabilities and to replicate the credit characteristics of certain assets. For a discussion of the Company’s risk management process see “Market and Credit Risk” in the “Enterprise Risk Management” section below.

The Company’s portfolio management groups work with the Enterprise Risk Management function to develop the investment policies for the assets of the Company’s domestic and international investment portfolios. All investments held by the Company, directly or in a funds withheld at interest reinsurance arrangement, are monitored for conformance with the Company’s stated investment policy limits as well as any limits prescribed by the applicable jurisdiction’s insurance laws and regulations. See Note 4 – “Investments” in the Notes to Condensed Consolidated Financial Statements for additional information regarding the Company’s investments.

Portfolio Composition

The Company had total cash and invested assets of $51.9 billion and $53.0 billion at June 30, 2018 and December 31, 2017 , respectively, as illustrated below (dollars in thousands):



	June 30, 2018		% of Total		December 31, 2017		% of Total
Fixed maturity securities, available-for-sale	$	36,784,954	70.9	%	$	38,150,820	71.9	%
Equity securities	108,070		0.2		100,152		0.2
Mortgage loans on real estate	4,558,669		8.8		4,400,533		8.3
Policy loans	1,339,252		2.6		1,357,624		2.6
Funds withheld at interest	5,981,092		11.5		6,083,388		11.5
Short-term investments	123,028		0.2		93,304		0.2
Other invested assets	1,605,562		3.1		1,505,332		2.8
Cash and cash equivalents	1,397,679		2.7		1,303,524		2.5
Total cash and invested assets	$	51,898,306	100.0	%	$	52,994,677	100.0	%

Investment Yield

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



	Three months ended June 30,								Six months ended June 30,
	2018			2017			Increase/ (Decrease)		2018			2017			Increase/ (Decrease)
Average invested assets at amortized cost	$	26,899,416		$	25,172,367		6.9	%	$	26,816,599		$	25,052,849		7.0	%
Net investment income	285,832			284,884			0.3	%	582,305			558,092			4.3	%
Investment yield (ratio of net investment income to average invested assets)	4.32		%	4.60		%	(28 bps)		4.39		%	4.50		%	(11 bps)

Investment yield decreased for the three months ended June 30, 2018 in comparison to the same period in the prior year primarily due to decreased income from limited partnership and joint venture investments, both of which are included in other invested assets on the condensed consolidated balance sheets, and the effect of the low interest rate environment. Investment yield decreased for the six months ended June 30, 2018 in comparison to the same period in the prior year primarily due to decreased income from make-whole premiums and the effect of the low interest rate environment.

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Fixed Maturity and Equity Securities Available-for-Sale

See “Fixed Maturity and Equity Securities Available-for-Sale” in Note 4 – “Investments” in the Notes to Condensed Consolidated Financial Statements for tables that provide the amortized cost, unrealized gains and losses, estimated fair value of these securities, and the other-than-temporary impairments in AOCI by sector as of June 30, 2018 and December 31, 2017 .

Important factors in the selection of investments include diversification, quality, yield, call protection and total rate of return potential. The relative importance of these factors is determined by market conditions and the underlying reinsurance liability and existing portfolio characteristics. The largest asset class in which fixed maturity securities were invested was corporate securities, which represented approximately 61.2% and 60.9% of total fixed maturity securities as of June 30, 2018 and December 31, 2017 , respectively. See “Corporate Fixed Maturity Securities” in Note 4 – “Investments” in the Notes to Condensed Consolidated Financial Statements for tables showing the major industry types, which comprise the corporate fixed maturity holdings at June 30, 2018 and December 31, 2017 .

As of June 30, 2018 , the Company’s investments in Canadian and Canadian provincial government securities represented 11.0% of the fair value of total fixed maturity securities compared to 11.1% of the fair value of total fixed maturity securities at December 31, 2017 . These assets are primarily high quality, long duration provincial strips, the valuation of which is closely linked to the interest rate curve. These assets are longer in duration and held primarily for asset/liability management to meet Canadian regulatory requirements. See “Fixed Maturity and Equity Securities Available-for-Sale” in Note 4 – “Investments” in the Notes to Condensed Consolidated Financial Statements for tables showing the various sectors as of June 30, 2018 and December 31, 2017 .

The Company references rating agency designations in some of its investments disclosures. These designations are based on the ratings from nationally recognized statistical rating organizations, primarily Moody’s, S&P and Fitch. Structured securities (mortgage-backed and asset-backed securities) held by the Company’s insurance subsidiaries that maintain the NAIC statutory basis of accounting utilize the NAIC rating methodology. The NAIC assigns designations to publicly traded as well as privately placed securities. The designations assigned by the NAIC range from class 1 to class 6, with designations in classes 1 and 2 generally considered investment grade (BBB or higher rating agency designation). NAIC designations in classes 3 through 6 are generally considered below investment grade (BB or lower rating agency designation).

The quality of the Company’s available-for-sale fixed maturity securities portfolio, as measured at fair value and by the percentage of fixed maturity securities invested in various ratings categories, relative to the entire available-for-sale fixed maturity security portfolio, at June 30, 2018 and December 31, 2017 was as follows (dollars in thousands):



		June 30, 2018						December 31, 2017
NAIC Designation	Rating Agency Designation	Amortized Cost		Estimated Fair Value		% of Total		Amortized Cost		Estimated Fair Value		% of Total
1	AAA/AA/A	$	23,206,331	$	24,697,276	67.2	%	$	23,534,574	$	25,762,103	67.5	%
2	BBB	10,309,842		10,413,893		28.3		10,115,008		10,709,170		28.1
3	BB	1,165,503		1,136,259		3.1		1,139,200		1,173,639		3.1
4	B	501,101		488,648		1.3		408,990		420,284		1.1
5	CCC and lower	45,696		42,876		0.1		78,143		79,747		0.2
6	In or near default	5,497		6,002		—		5,497		5,877		—
	Total	$	35,233,970	$	36,784,954	100.0	%	$	35,281,412	$	38,150,820	100.0	%

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The Company’s fixed maturity portfolio includes structured securities. The following table shows the types of structured securities the Company held at June 30, 2018 and December 31, 2017 (dollars in thousands):



	June 30, 2018				December 31, 2017
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
RMBS:
Agency	$	840,284	$	833,587	$	878,559	$	896,977
Non-agency	997,032		987,627		816,567		822,903
Total RMBS	1,837,316		1,821,214		1,695,126		1,719,880
CMBS	1,249,616		1,242,509		1,285,594		1,303,387
ABS	1,711,099		1,708,824		1,634,758		1,648,362
Total	$	4,798,031	$	4,772,547	$	4,615,478	$	4,671,629

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

The Company’s ABS include credit card receivables, railcar leasing, student loans, single-family rentals, home equity loans and collateralized debt obligations (primarily collateralized loan obligations). The Company owns floating rate securities that represent approximately 15.5% and 13.8% of the total fixed maturity securities at June 30, 2018 and December 31, 2017 , respectively. These investments have a higher degree of income variability than the other fixed income holdings in the portfolio due to the floating rate nature of the interest payments. The Company holds these investments to match specific floating rate liabilities primarily reflected in the condensed consolidated balance sheets as collateral finance notes, as well as to enhance asset management strategies. In addition to the risks associated with floating rate securities, principal risks in holding asset-backed securities are structural, credit and capital market risks. Structural risks include the securities’ cash flow priority in the capital structure and the inherent prepayment sensitivity of the underlying collateral. Credit risks include the adequacy and ability to realize proceeds from the collateral. Credit risks are mitigated by credit enhancements which include excess spread, over-collateralization and subordination. Capital market risks include general level of interest rates and the liquidity for these securities in the marketplace.

The Company monitors its fixed maturity securities to determine impairments in value and evaluates factors such as financial condition of the issuer, payment performance, the length of time and the extent to which the market value has been below amortized cost, compliance with covenants, general market and industry sector conditions, current intent and ability to hold securities, and various other subjective factors. Based on management’s judgment, securities determined to have an other-than-temporary impairment in value are written down to fair value. See “Investments – Other-than-Temporary Impairment” in Note 2 – “Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements in the 2017 Annual Report for additional information. The table below summarizes other-than-temporary impairments and changes in the mortgage loan provision for the three and six months ended June 30, 2018 and 2017 (dollars in thousands).



	Three months ended June 30,				Six months ended June 30,
	2018		2017		2018		2017
Impairment losses on fixed maturity securities	$	3,350	$	3,401	$	3,350	$	20,590
Other impairment losses	512		6,309		1,340		6,307
Change in mortgage loan provision	845		366		329		467
Total	$	4,707	$	10,076	$	5,019	$	27,364

The fixed maturity impairments for the three and six months ended June 30, 2018 and 2017 were largely related to high-yield corporate securities. In addition, other impairment losses for the three and six months ended June 30, 2018 were primarily due to impairments on real estate joint ventures. Other impairment losses for the three and six months ended June 30, 2017 were primarily due to impairments on limited partnerships.

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At June 30, 2018 and December 31, 2017 , the Company had $592.2 million and $113.3 million, respectively, of gross unrealized losses related to its fixed maturity securities. The distribution of the gross unrealized losses related to these securities is shown below.



	June 30, 2018		December 31, 2017
Sector:
Corporate	69.2	%	48.8	%
Canadian government	0.7		1.5
RMBS	5.8		10.5
ABS	2.3		4.6
CMBS	2.7		4.3
U.S. government	11.2		19.4
State and political subdivisions	1.6		3.8
Other foreign government	6.5		7.1
Total	100.0	%	100.0	%
Industry:
Finance	25.0	%	15.8	%
Asset-backed	2.3		4.6
Industrial	37.6		30.0
Mortgage-backed	8.5		14.8
Government	20.0		31.8
Utility	6.6		3.0
Total	100.0	%	100.0	%

See “Unrealized Losses for Fixed Maturity and Equity Securities Available-for-Sale” in Note 4 – “Investments” in the Notes to Condensed Consolidated Financial Statements for a table that presents the total gross unrealized losses for these securities at June 30, 2018 and December 31, 2017 , respectively, where the estimated fair value had declined and remained below amortized cost by less than 20% or more than 20%.

The Company’s determination of whether a decline in value is other-than-temporary includes analysis of the underlying credit and the extent and duration of a decline in value. The Company’s credit analysis of an investment includes determining whether the issuer is current on its contractual payments, evaluating whether it is probable that the Company will be able to collect all amounts due according to the contractual terms of the security and analyzing the overall ability of the Company to recover the amortized cost of the investment. In the Company’s impairment review process, the duration and severity of an unrealized loss position for equity securities are given greater weight and consideration given the lack of contractual cash flows and the deferability features of these securities.

See “Unrealized Losses for Fixed Maturity and Equity Securities Available-for-Sale” in Note 4 – “Investments” in the Notes to Condensed Consolidated Financial Statements for tables that present the estimated fair values and gross unrealized losses, including other-than-temporary impairment losses reported in AOCI, for these securities that have estimated fair values below amortized cost, by class and grade security, as well as the length of time the related market value has remained below amortized cost as of June 30, 2018 and December 31, 2017 .

As of June 30, 2018 and December 31, 2017 , the Company classified approximately 5.7% and 5.9%, respectively, of its fixed maturity securities in the Level 3 category (refer to Note 6 – “Fair Value of Assets and Liabilities” in the Notes to Condensed Consolidated Financial Statements for additional information). These securities primarily consist of private placement corporate securities, bank loans, Canadian provincial strips, below investment grade mortgage-backed securities and subprime asset-backed securities with inactive trading markets.

Mortgage Loans on Real Estate

Mortgage loans represented approximately 8.8 % and 8.3 % of the Company’s cash and invested assets as of June 30, 2018 and December 31, 2017 , respectively. The Company’s mortgage loan portfolio consists of U.S. and Canadian based investments primarily in commercial offices, light industrial properties and retail locations. The mortgage loan portfolio is diversified by geographic region and property type. Additional information on geographic concentration and property type can be found under “Mortgage Loans on Real Estate” in Note 4 – “Investments” in the Notes to Condensed Consolidated Financial Statements.

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As of June 30, 2018 and December 31, 2017 , the Company’s mortgage loans, gross of unamortized deferred loan origination fees and expenses and valuation allowances, were distributed geographically as follows (dollars in thousands):



	June 30, 2018				December 31, 2017
	Recorded Investment		% of Total		Recorded Investment		% of Total
U.S. Region:
Pacific	$	1,331,967	29.0	%	$	1,258,753	28.6	%
South Atlantic	926,086		20.3		896,117		20.3
Mountain	625,485		13.7		694,324		15.7
East North Central	530,002		11.6		527,316		11.9
West North Central	314,855		6.9		309,326		7.0
West South Central	452,282		9.9		387,151		8.8
Middle Atlantic	171,788		3.8		137,600		3.1
East South Central	95,836		2.1		96,887		2.2
New England	5,664		0.1		5,700		0.1
Subtotal - U.S.	4,453,965		97.4		4,313,174		97.7
Canada	118,598		2.6		99,997		2.3
Total	$	4,572,563	100.0	%	$	4,413,171	100.0	%

Valuation allowances on mortgage loans are established based upon inherent losses expected by management to be realized in connection with future dispositions or settlement of mortgage loans, including foreclosures. The valuation allowances are established after management considers, among other things, the value of underlying collateral and payment capabilities of debtors. Any subsequent adjustments to the valuation allowances will be treated as investment gains or losses. See “Mortgage Loans on Real Estate” in Note 4 – “Investments” in the Notes to Condensed Consolidated Financial Statements for information regarding valuation allowances and impairments.

Policy Loans

Policy loans comprised approximately 2.6 % of the Company’s cash and invested assets as of June 30, 2018 and December 31, 2017 , the majority of which are associated with one client. These policy loans present no credit risk because the amount of the loan cannot exceed the obligation due the ceding company upon the death of the insured or surrender of the underlying policy. The provisions of the treaties in force and the underlying policies determine the policy loan interest rates. The Company earns a spread between the interest rate earned on policy loans and the interest rate credited to corresponding liabilities.

Funds Withheld at Interest

Funds withheld at interest comprised approximately 11.5 % of the Company’s cash and invested assets as of June 30, 2018 and December 31, 2017 . For reinsurance agreements written on a modified coinsurance basis and certain agreements written on a coinsurance basis, assets equal to the net statutory reserves are withheld and legally owned and managed by the ceding company, and are reflected as funds withheld at interest on the Company’s condensed consolidated balance sheets. In the event of a ceding company’s insolvency, the Company would need to assert a claim on the assets supporting its reserve liabilities. However, the risk of loss to the Company is mitigated by its ability to offset amounts it owes the ceding company for claims or allowances against amounts owed by the ceding company. Interest accrues to the total funds withheld at interest assets at rates defined by the treaty terms. Additionally, under certain treaties the Company is subject to the investment performance on the withheld assets, although it does not directly control them. These assets are primarily fixed maturity investment securities and pose risks similar to the fixed maturity securities the Company owns. To mitigate this risk, the Company helps set the investment guidelines followed by the ceding company and monitors compliance. Ceding companies with funds withheld at interest had an average financial strength rating of “A” at June 30, 2018 and December 31, 2017 . Certain ceding companies maintain segregated portfolios for the benefit of the Company.

Other Invested Assets

Other invested assets include limited partnership interests, joint ventures (other than operating joint ventures), equity release mortgages, derivative contracts, FVO contractholder-directed unit-linked investments and FHLB common stock. Other invested assets represented approximately 3.1 % and 2.8% of the Company’s cash and invested assets as of June 30, 2018 and December 31, 2017 , respectively. See “Other Invested Assets” in Note 4 – “Investments” in the Notes to Condensed Consolidated Financial Statements for a table that presents the carrying value of the Company’s other invested assets by type as of June 30, 2018 and December 31, 2017 .

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

See Note 5 - “Derivative Instruments” in the Notes to Condensed Consolidated Financial Statements for a table that presents the notional amounts and fair value of investment related derivative instruments held at June 30, 2018 and December 31, 2017 .

The Company may be exposed to credit-related losses in the event of non-performance by counterparties to derivative financial instruments. Generally, the credit exposure of the Company’s derivative contracts is limited to the fair value at the reporting date plus or minus any collateral posted or held by the Company. The Company had no net credit exposure related to its derivative contracts, excluding futures and mortality swaps, at June 30, 2018 and December 31, 2017 , as the net amount of collateral pledged to the Company from counterparties exceeded the fair value of the derivative contracts.

The Company manages its credit risk related to over-the-counter derivatives by entering into transactions with creditworthy counterparties, maintaining collateral arrangements and through the use of master agreements that provide for a single net payment to be made by one counterparty to another at each due date and upon termination. As exchange-traded futures are affected through regulated exchanges, and positions are marked to market on a daily basis, the Company has minimal exposure to credit-related losses in the event of nonperformance by counterparties. See Note 5 - “Derivative Instruments” in the Notes to Condensed Consolidated Financial Statements for more information regarding the Company’s derivative instruments.

Enterprise Risk Management

RGA maintains a dedicated Enterprise Risk Management (“ERM”) function that is responsible for analyzing and reporting the Company’s risks on an aggregated basis; facilitating monitoring to ensure the Company’s risks remain within its appetites and limits; and ensuring, on an ongoing basis, that RGA’s ERM objectives are met. This includes ensuring proper risk controls are in place; risks are effectively identified, assessed, and managed; and key risks to which the Company is exposed are disclosed to appropriate stakeholders. The ERM function plays an important role in fostering the Company’s risk management culture and practices.

Enterprise Risk Management Structure and Governance

The Board of Directors (“the Board”) oversees enterprise risk through its standing committees. The Finance, Investments, and Risk Management (“FIRM”) Committee of the Board oversees the management of the Company’s ERM program and policies. The FIRM receives regular reports and assessments which describe the Company’s key risk exposures and include quantitative and qualitative assessments and information about breaches, exceptions, and waivers.

The Company’s Global Chief Risk Officer (“CRO”) leads the dedicated ERM function. The CRO reports to the Chief Executive Officer (“CEO”) and has direct access to the Board through the FIRM Committee with formal reporting occurring quarterly. The CRO is supported by a network of Business Unit Chief Risk Officers and Risk Management Officers throughout the business who are responsible for the analysis and management of risks within their scope. A Lead Risk Management Officer is assigned to each risk to take overall responsibility to monitor and assess the risk consistently across all markets.

In addition to leading the ERM function, the CRO also chairs the Company’s Risk Management Steering Committee (“RMSC”), which is made up of senior management executives, including the CEO, the Chief Financial Officer (“CFO”), and the Chief Operating Officer, among others. The RMSC provides oversight for the Insurance, Market and Credit, Capital, and Operational risk committees and retains direct risk oversight responsibilities for the following:


•	Company’s global ERM framework, activities, and issues.


•	Identification, assessments, and management of all known, new and emerging strategic risk exposures.


•	Risk appetite statement, including the ongoing alignment of the risk appetite statement with the Company’s strategy and capital plans.


•	Review, revise and approve RGA group-level strategic risk limits consistent with the risk appetite statement

The Insurance, Market and Credit, Capital, and Operational risk committees have direct oversight accountability for their respective risks areas including the identification, assessments, and management of known, new and emerging risk exposures and the review and approval of RGA group-level risk limits

To ensure appropriate oversight of enterprise-wide risk management issues without unnecessary duplication, as well as to foster cross-committee communication and coordination regarding risk issues, risk committee chairs attend RMSC meetings. In addition

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to the risk committees, their sub-committees and working groups, some RGA operating entities have risk management committees that oversee relevant risks related to segment-level risk limits.

Enterprise Risk Management Framework

RGA’s ERM framework provides a platform to assess the risk / return profiles of risks throughout the organization to enable enhanced decision making by business leaders. The ERM framework also guides the development and implementation of mitigation strategies to reduce exposures to these risks to acceptable levels.

RGA’s ERM framework includes the following elements:


1.	Risk Culture: Risk management is an integral part of the Company’s culture and is embedded in RGA’s business processes in accordance with RGA’s risk philosophy. As the cornerstone of the ERM framework, a culture of prudent risk management reinforced by senior management plays a preeminent role in the effective management of risks assumed by RGA.


2.	Risk Appetite Statement: A general and high level overview of the risk profile RGA aims to achieve to meet its strategic objectives. This statement is then supported by more granular risk limits guiding the businesses to achieve this Risk Appetite Statement.


3.	Risk Limits: Risk Limits establish the maximum amount of defined risk that the Company is willing to assume to remain within the Company’s overall risk appetite. These risks have been identified by the management of the Company as relevant to manage the overall risk profile of the Company while allowing achievement of strategic objectives.


4.	Risk Assessment Process: RGA uses qualitative and quantitative methods to assess key risks through a portfolio approach, which analyzes established and emerging risks in conjunction with other risks.


5.	Business Specific Limits/Controls: These limits/controls provide additional safeguards against undesired risk exposures and are embedded in business processes. Examples include maximum retention limits, pricing and underwriting reviews, per issuer limits, concentration limits, and standard treaty language.

Proactive risk monitoring and reporting enable early detection and mitigation of emerging risks. The RMSC and its subcommittees monitor adherence to risk limits through the ERM function, which reports regularly to the RMSC and FIRM Committee. The frequency of monitoring is tailored to the volatility assessment and relative priority of each risk. Risk escalation channels coupled with open communication lines enhance the mitigants explained above. The Company has devoted significant resources to developing its ERM program and expects to continue to do so in the future. Nonetheless, the Company’s policies and procedures to identify, manage, and monitor risks may not be fully effective. Many of the Company’s methods for managing risk are based on historical information, which may not be a good predictor of future risk exposures, such as the risk of a pandemic causing a large number of deaths. Management of operational, legal, and regulatory risk relies on policies and procedures which may not be fully effective under all scenarios.

Risk Categories

The Company groups its risks into the following categories: Insurance risk, Market and Credit risk, Capital risk, Operational risk and Strategic risk. Specific risk assessments and descriptions can be found below and in Item 1A – “Risk Factors” of the 2017 Annual Report.

Insurance Risk

Insurance risk is the risk of lower or negative earnings and potentially a reduction in enterprise value due to a greater amount of benefits and related expenses paid than expected, or from non-market related adverse policyholder or client behavior. The Company uses multiple approaches to managing insurance risk: active insurance risk assessment and pricing appropriately for the risks assumed, transferring undesired risks, and managing the retained exposure prudently. These strategies are explained below.

Insurance Risk Assessment and Pricing

The Company has developed extensive expertise in assessing insurance risks which ultimately forms an integral part of ensuring that it is compensated commensurately for the risks it assumes and that it does not overpay for the risks it transfers to third parties. This expertise includes a vast array of market and product knowledge supported by a large information database of historical experience which is closely monitored. Analysis and experience studies derived from this database help form the basis for the Company’s pricing assumptions which are used in developing rates for new risks. If actual mortality or morbidity experience is materially adverse, some reinsurance treaties allow for increases to future premium rates.

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Misestimation of any key risk can threaten the long term viability of the enterprise. Further, the pricing process is a key operational risk and significant effort is applied to ensuring the appropriateness of pricing assumptions. Some of the safeguards the Company uses to ensure proper pricing are: experience studies, strict underwriting, sensitivity and scenario testing, pricing guidelines and controls, authority limits and internal and external pricing reviews. In addition, the ERM function provides pricing oversight which includes periodic pricing audits.

Risk Transfer

To minimize volatility in financial results and reduce the impact of large losses, the Company transfers some of its insurance risk to third parties using vehicles such as retrocession and catastrophe coverage.

Individual Exposure Retrocession

In the normal course of business, the Company seeks to limit its exposure to loss on any single insured and to recover a portion of claims paid by ceding reinsurance to other insurance enterprises (or retrocessionaires) under excess coverage and coinsurance contracts. In individual life markets, the Company retains a maximum of $8.0 million of coverage per individual life. In certain limited situations the Company has retained more than $8.0 million per individual life. The Company enters into agreements with other reinsurers to mitigate the residual risk related to the over-retained policies. Additionally, due to some lower face amount reinsurance coverages provided by the Company in addition to individual life, such as group life, disability and health, under certain circumstances, the Company could potentially incur claims totaling more than $8.0 million per individual life.

Catastrophic Excess Loss Retrocession

The Company seeks to limit its exposure to loss on its assumed catastrophic excess of loss reinsurance agreements by ceding a portion of its exposure to multiple retrocessionaires through retrocession line slips or directly to retrocession markets. The Company’s policy is to retain a maximum of $20.0 million of catastrophic loss exposure per agreement and to retrocede up to $30.0 million additional loss exposures to the retrocession markets. The Company limits its exposure on a country-by-country (and state-by-state in the U.S.) basis by managing its total exposure to all catastrophic excess of loss agreements bound within a given country to established maximum aggregate exposures. The maximum exposures are established and managed both on gross amounts issued prior to including retrocession and for amounts net of exposures retroceded.

Catastrophe Coverage

The Company accesses the markets each year for annual catastrophic coverages and reviews current coverage and pricing of current and alternate designs. The coverage may vary from year to year based on the Company’s perceived value of such protection. The current policy covers events involving 8 or more insured deaths from a single occurrence and covers $100.0 million of claims in excess of the Company’s $25.0 million deductible.

Managing Retained Exposure

The Company retains most of the inbound insurance risk. The Company manages the retained exposure proactively using various mitigating factors such as diversification and limits. Diversification is the primary mitigating factor of short term volatility risk, but it also mitigates adverse impacts of changes in long term trends and catastrophic events. The Company’s insured populations are dispersed globally, diversifying the insurance exposure because factors that cause actual experience to deviate materially from expectations do not affect all areas uniformly and synchronously or in close sequence. A variety of limits mitigate retained insurance risk. Examples of these limits include geographic exposure limits, which set the maximum amount of business that can be written in a given country, and jumbo limits, which prevent excessive coverage on a given individual.

In the event that mortality or morbidity experience develops in excess of expectations, some reinsurance treaties allow for increases to future premium rates. Other treaties include experience refund provisions, which may also help reduce RGA’s mortality risk.

RGA has various methods to manage its insurance risks, including access to the capital and reinsurance markets.

Market and Credit Risk

Market and Credit risk is the risk of lower or negative earnings and potentially a reduction in enterprise value due to changes in the market prices of asset and liabilities.

Interest Rate Risk

Interest Rate risk is risk that changes in the level and volatility of nominal interest rates affect the profitability, value or solvency position of the Company. This includes credit spread changes and inflation but excludes credit quality deterioration. This risk arises from many of the Company’s primary activities, as the Company invests substantial funds in interest-sensitive assets, primarily fixed maturity securities, and also has certain interest-sensitive contract liabilities. A prolonged period where market yields are significantly below the book yields of the Company’s asset portfolio puts downward pressure on portfolio book yields.

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The Company has been proactive in its investment strategies, reinsurance structures and overall asset-liability management practices to reduce the risk of unfavorable consequences in this type of environment.

The Company manages interest rate risk to optimize the return on the Company’s capital and to preserve the value created by its business operations within certain constraints. For example, certain management and monitoring processes are designed to minimize the effect of sudden and/or sustained changes in interest rates on fair value, cash flows, and net interest income. The Company manages its exposure to interest rates principally by managing the relative matching of the cash flows of its liabilities and assets.

The Company’s exposure to interest rate price risk and interest rate cash flow risk is reviewed on a quarterly basis. Interest rate price risk exposure is measured using interest rate sensitivity analysis to determine the change in fair value of the Company’s financial instruments in the event of a hypothetical change in interest rates. Interest rate cash flow risk exposure is measured using interest rate sensitivity analysis to determine the Company’s variability in cash flows in the event of a hypothetical change in interest rates.

In order to reduce the exposure to changes in fair values from interest rate fluctuations, the Company has developed strategies to manage the net interest rate sensitivity of its assets and liabilities. In addition, from time to time, the Company has utilized the swap market to manage the sensitivity of fair values to interest rate fluctuations.

Inflation can also have direct effects on the Company’s assets and liabilities. The primary direct effect of inflation is the increase in operating expenses. A large portion of the Company’s operating expenses consists of salaries, which are subject to wage increases at least partly affected by the rate of inflation.

The Company reinsures annuities with benefits indexed to the cost of living. Some of these benefits are hedged with a combination of CPI swaps and indexed bonds when material.

Long Term Care products have an inflation component linked to the future cost of such services. If health care costs increase at a much larger rate than what is prevalent in the nominal interest rates available in the markets, the Company may not earn enough investment yield to pay future claims on such products.

Foreign Currency Risk

Foreign currency risk is the risk of changes in level and volatility of currency exchange rates affect the profitability, value or solvency position of the Company. The Company manages its exposure to currency principally by currency matching invested assets with the underlying liabilities to the extent possible. The Company has in place net investment hedges for a portion of its investments in its Canadian operations to reduce excess exposure to these currencies. Translation differences resulting from translating foreign subsidiary balances to U.S. dollars are reflected in stockholders’ equity on the condensed consolidated balance sheets.

The Company generally does not hedge the foreign currency exposure of its subsidiaries transacting business in currencies other than their functional currency (transaction exposure). However, the Company has entered into cross currency swaps to manage exposure to specific currencies. The majority of the Company’s foreign currency transactions are denominated in Australian dollars, British pounds, Canadian dollars, Euros, Japanese yen, Korean won, and the South African rand. The maximum amount of assets held in a specific currency (with the exception of the U.S. dollar) is measured relative to risk targets and is monitored regularly.

Real Estate Risk

Real Estate risk is the risk that changes in the level and volatility of real estate market valuations may impact the profitability, value or solvency position of the Company. The Company has investments in direct real estate equity and debt instruments collateralized by real estate (“real estate loans”). Real estate equity risks include significant reduction in valuations, which could be caused by downturns in the broad economy or in specific geographic regions or sectors. In addition, real estate loan risks include defaults, borrower or tenant bankruptcy and reduced liquidity. Real estate loan risks are partially mitigated by the excess of the value of the property over the loan principle, which provides a buffer should the value of the real estate decrease. The Company manages its real estate loan risk by diversifying by property type and geography and through exposure limits.

Equity Risk

Equity risk is the risk that changes in the level and volatility of equity market valuations affect the profitability, value or solvency position of the Company. This risk includes Variable Annuity and other equity linked exposures and asset related equity exposure. The Company assumes equity risk from alternative investments, fixed indexed annuities and variable annuities. The Company uses derivatives to hedge its exposure to movements in equity markets that have a direct correlation with certain of its reinsurance products.

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Alternative Investments

Alternative investments are investments in non-traditional asset classes that primarily back the Company’s capital and surplus. The Company generally restricts the alternative investments portfolio to non-liability supporting assets: that is, free surplus. Alternative investments generally encompass: hedge funds, emerging markets debt, distressed debt, commodities, infrastructure, tax credits, and equities, both public and private. The Company mitigates its exposure to alternative investments by limiting the size of the alternative investments holding and using per-issuer investment limits.

Fixed Indexed Annuities

The Company reinsures fixed indexed annuities (“FIAs”). Credits for FIAs are affected by changes in equity markets. Thus the fair value of the benefit is primarily a function of index returns and volatility. The Company hedges most of the underlying FIA equity exposure with derivatives.

Variable Annuities

The Company reinsures variable annuities including those with guaranteed minimum death benefits (“GMDB”), guaranteed minimum income benefits (“GMIB”), guaranteed minimum accumulation benefits (“GMAB”) and guaranteed minimum withdrawal benefits (“GMWB”). Strong equity markets, increases in interest rates and decreases in equity market volatility will generally decrease the fair value of the liabilities underlying the benefits. Conversely, a decrease in the equity markets along with a decrease in interest rates and an increase in equity market volatility will generally result in an increase in the fair value of the liabilities underlying the benefits, which has the effect of increasing reserves and lowering earnings. The Company maintains a customized dynamic hedging program that is designed to substantially mitigate the risks associated with income volatility around the change in reserves on guaranteed benefits, ignoring the Company’s own credit risk assessment. However, the hedge positions may not fully offset the changes in the carrying value of the guarantees due to, among other things, time lags, high levels of volatility in the equity and derivative markets, extreme swings in interest rates, unexpected contract holder behavior, and divergence between the performance of the underlying funds and hedging indices. These factors, individually or collectively, may have a material adverse effect on the Company’s net income, financial condition or liquidity. The table below provides a summary of variable annuity account values and the fair value of the guaranteed benefits as of June 30, 2018 and December 31, 2017 .



(dollars in millions)	June 30, 2018		December 31, 2017
No guaranteed minimum benefits	$	877	$	950
GMDB only	177		182
GMIB only	24		24
GMAB only	13		22
GMWB only	1,268		1,366
GMDB / WB	318		343
Other	24		31
Total variable annuity account values	$	2,701	$	2,918
Fair value of liabilities associated with living benefit riders	$	122	$	152

Credit Risk

Credit risk, which includes default risk, is risk of loss due to credit quality deterioration of an individual financial asset, derivative or non-derivative contract or instrument. Credit quality deterioration may or may not be accompanied by a ratings downgrade. Generally, the credit exposure for an asset is limited to the fair value, net of any collateral received, at the reporting date.

Investment Credit Risk

Investment credit risk is credit risk related to invested assets. The Company manages investment credit risk using per-issuer investment limits. In addition to per-issuer limits, the Company also limits the total amounts of investments per rating category. An automated compliance system checks for compliance for all investment positions and sends warning messages when there is a breach. The Company manages its credit risk related to over-the-counter derivatives by entering into transactions with creditworthy counterparties, maintaining collateral arrangements and through the use of master agreements that provide for a single net payment to be made by one counterparty to another at each due date and upon termination. Because futures are transacted through regulated exchanges, and positions are marked to market on a daily basis, the Company has minimal exposure to credit-related losses in the event of nonperformance by counterparties to such derivative instruments.

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The Company enters into various collateral arrangements, which require both the posting and accepting of collateral in connection with its derivative instruments. Collateral agreements contain attachment thresholds that vary depending on the posting party’s financial strength ratings. Additionally, a decrease in the Company’s financial strength rating to a specified level results in potential settlement of the derivative positions under the Company’s agreements with its counterparties. A committee is responsible for setting rules and approving and overseeing all transactions requiring collateral. See “Credit Risk” in Note 5 – “Derivative Instruments” in the Notes to Condensed Consolidated Financial Statements for additional information on credit risk related to derivatives.

Counterparty Risk

Counterparty risk is the potential for the Company to incur losses due to a client, retrocessionaire, or partner becoming distressed or insolvent. This includes run-on-the-bank risk and collection risk.

Run-on-the-Bank

The risk that a client’s in force block incurs substantial surrenders and/or lapses due to credit impairment, reputation damage or other market changes affecting the counterparty. Substantially higher than expected surrenders and/or lapses could result in inadequate in force business to recover cash paid out for acquisition costs.

Collection Risk

For clients and retrocessionaires, this includes their inability to satisfy a reinsurance agreement because the right of offset is disallowed by the receivership court; the reinsurance contract is rejected by the receiver, resulting in a premature termination of the contract; and/or the security supporting the transaction becomes unavailable to RGA.

The Company manages counterparty risk by limiting the total exposure to a single counterparty and by only initiating contracts with creditworthy counterparties. In addition, some of the counterparties have set up trusts and letters of credit, reducing the Company’s exposure to these counterparties.

Generally, RGA’s insurance subsidiaries retrocede amounts in excess of their retention to certain other RGA insurance subsidiaries. External retrocessions are arranged through the Company’s retrocession pools for amounts in excess of its retention. As of June 30, 2018 , all retrocession pool members in this excess retention pool rated by the A.M. Best Company were rated “A-” or better, except for one pool member that was rated “B++”. A rating of “A-” is the fourth highest rating out of sixteen possible ratings. For a majority of the retrocessionaires that were not rated, letters of credit or trust assets have been given as additional security. In addition, the Company performs annual financial and in force reviews of its retrocessionaires to evaluate financial stability and performance.

The Company has never experienced a material default in connection with retrocession arrangements, nor has it experienced any material difficulty in collecting claims recoverable from retrocessionaires; however, no assurance can be given as to the future performance of such retrocessionaires or as to the recoverability of any such claims.

Aggregate Counterparty Limits

In addition to investment credit limits and counterparty limits, there are aggregate counterparty risk limits which include counterparty exposures from reinsurance, financing and investment activities at an aggregated level to control total exposure to a single counterparty. Counterparty risk aggregation is important because it enables the Company to capture risk exposures at a comprehensive level and under more extreme circumstances compared to analyzing the components individually.

All counterparty exposures are calculated on a quarterly basis, reviewed by management and monitored by the ERM function.

Capital Risk

Capital risk is the risk of lower/negative earnings, potential reduction in enterprise value, and/or the loss of ability to conduct business due to insufficient financial capacity, including not having the appropriate amount of group or entity-level capital to conduct business today or in the future. The Company monitors capital risk exposure using relevant bases of measurement including but not limited to economic, rating agency, and local regulatory methodologies. Additionally, the Company regularly assesses risk related to collateral, financing, liquidity and tax.

Collateral Risk

Collateral risk is the risk that collateral will not be available at expected costs or in the capacity required to meet current and future needs. The Company monitors risks related to interest rate movement, collateral requirements and position and capital markets environment. Collateral demands and resources continue to be actively managed with available collateral sources being more than sufficient to cover stress level collateral demands.

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Financing Risk

Financing risk is the risk that capital will not be available at expected costs or in the capacity required. The Company continues to monitor financing risks related to regulatory financing, contingency financing, and debt capital and sees no immediate issues with its current structures, capacity and plans.

Liquidity Risk

Liquidity risk is the risk that the Company is unable to meet payment obligations at expected costs or in the capacity required. The Company’s traditional liquidity demands include items such as claims, expenses, debt financing and investment purchases which are largely known or can be reasonably forecasted. The Company regularly performs liquidity risk modeling, including both market and Company specific stresses, to assess the sufficiency of available resources.

Tax Risk

Tax risk is the risk that current and future tax positions are different than expected. The Company monitors tax risks related to the evolving tax and regulatory environment, business transactions, legal entity reorganizations, tax compliance obligations, and financial reporting.

Operational Risk

Operational risk is the risk of lower/negative earnings and a potential reduction in enterprise value caused by unexpected losses associated with inadequacy or failure on the part of internal processes, people and systems, or from external events. The Company regularly monitors and assesses the risks related to business conduct and governance, fraud, privacy and security, business disruption, and business operations. Various insurance, market and credit, capital, and strategy risk obligations and concerns often intersect with the Company’s core operational process risk areas. Given the scope of the Company’s business and the number of countries in which it operates, this set of risks has the potential to affect the business locally, regionally, or globally. Operational risks are core to managing the Company’s brand and market confidence as well as maintaining its ability to acquire and retain the appropriate expertise to execute and operate the business.

Business Conduct and Governance

Business conduct and governance is the risk related to management oversight, compliance, market conduct, and legal matters. The Company’s Compliance Risk Management Program facilitates a proactive evaluation of present and potential compliance risks associated with both local and enterprise-wide regulatory requirements as well as compliance with Company policies and procedures.

Fraud Risk

Fraud risk is the risk related to the deliberate abuse of and/or taking of Company assets in order to secure gain for the perpetrator or inflict harm on the Company or other victim. Ongoing monitoring and an annual fraud risk assessment enables the Company to continually evaluate potential fraud risks within the organization.

Privacy and Security Risk

Privacy and security risk is the risk of theft, loss, or unauthorized disclosure of physical or electronic assets resulting in a loss of asset value, confidentiality, or intellectual property. The Company’s privacy and security programs, processes, and procedures are designed to prevent unauthorized physical and electronic theft and the disclosure of confidential and personal data related to its customers, insured individuals or its employees. The Company employs technology, administrative related processes and procedural controls, security measures and other preventative actions to reduce the risk of such incidents.

Business Disruption Risk

Business disruption risk is the risk of impairment to operational capabilities due to the unavailability of people, systems, and/or facilities. The Company’s global business continuity process enables associates to identify potential impacts that threaten operations by providing the framework, policies and procedures and required recurring training for how the Company will recover and restore interrupted critical functions, within a predetermined time, after a disaster or extended disruption, until its normal facilities are restored.

Business Operations Risk

Business operations risk is the risk related to business processes and procedures. Business operations risk includes risk associated with the processing of transactions, data use and management, monitoring and reporting, the integrity and accuracy of models and the use of third party and advisory services.

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Human Capital Risk

Human capital risk is related to workforce management, including talent acquisition, development, retention, and employment relations/regulations. The Company actively monitors human capital risks using multiple practices which include but are not limited to human resource and compliance policies and procedures, regularly reviewing key risk indicators, performance evaluations, compensation and benefits benchmarking, succession planning, employee engagement surveys and associate exit interviews.

Strategic Risk

Strategic risk relates to the planning, implementation, and management of the Company’s business plans and strategies, including the risks associated with: the global environment in which it operates; future law and regulation changes; political risks; and relationships with key external parties.

Strategy Risk

Strategy risk is the risk related to the design and execution of the Company’s strategic plan, including risks associated with merger and acquisition activity. Strategy risks are addressed by a multi-year planning process, regular business unit level assessments of strategy execution and active benchmarking of key performance and risk indicators across the Company’s portfolios of businesses. The Company’s risk appetites and limits are set consistently with strategic objectives.

External Environment Risk

External environment risk relates to external competition, macro trends, and client needs. Macro characteristics that drive market opportunities, risk and growth potential, the competitive landscape and client feedback are closely monitored.

Key Relationships Risk

Key relationships risk relates to areas of important interactions with parties external to the Company. The Company’s reputation is a critical asset in successfully conducting business and therefore relationships with its primary stakeholders (including but not limited to business partners, shareholders, clients, rating agencies, and regulators) are all carefully monitored.

Political and Regulatory Risk

Political and regulatory risk relates to future law and regulation changes and the impact of political changes or instability on the Company’s ability to achieve its objectives. Regulatory and political developments and related risks that may affect the Company are identified, assessed and monitored as part of regular oversight activities.

New Accounting Standards

See Note 12 — “New Accounting Standards” in the Notes to Condensed Consolidated Financial Statements.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no significant change in the Company’s quantitative or qualitative aspects of market risk during the quarter ended June 30, 2018 from that disclosed in the 2017 Annual Report. See “Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Market and Credit Risk”, which is included herein, for additional information.

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ITEM 4. Controls and Procedures

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

There was no change in the Company’s internal control over financial reporting as defined in Exchange Act Rule 13a-15(f) during the quarter ended June 30, 2018 , that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

ITEM 1A. Risk Factors

There were no material changes from the risk factors disclosed in the 2017 Annual Report.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table summarizes RGA’s repurchase activity of its common stock during the quarter ended June 30, 2018 :



	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plan or Program
April 1, 2018 - April 30, 2018	5,794	$	153.58	—	$	373,103,074
May 1, 2018 - May 31, 2018	1,039,976	$	151.22	972,503	$	225,943,473
June 1, 2018 - June 30, 2018	29,014	$	148.26	18,974	$	223,103,279

(1)

RGA repurchased 972,503 and 18,974 shares of common stock under its share repurchase program for $147.2 million and $2.8 million during May and June 2018, respectively. The Company net settled - issuing 16,084, 189,507 and 25,067 shares from treasury and repurchasing from recipients 5,794, 67,473 and 10,040 shares in April, May and June 2018, respectively, in settlement of income tax withholding requirements incurred by the recipients of an equity incentive award.

In January 2017, RGA’s board of directors authorized a share repurchase program, with no expiration date, for up to $400.0 million of RGA’s outstanding common stock.

ITEM 6. Exhibits

See index to exhibits.

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INDEX TO EXHIBITS




Exhibit Number		Description

3.1		Amended and Restated Articles of Incorporation, as amended by Amendment of Articles of Incorporation, effective as of May 23, 2018.

3.2		Amended and Restated Bylaws, effective as of May 23, 2018, incorporated by reference to Exhibit 3.2 of Current Report on Form 8-K filed May 24, 2018.

10.1		Form of RGA Flexible Stock Plan Non-Qualified Stock Option Agreement under RGA Flexible Stock Plan, as amended and restated effective May 23, 2017.

31.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	Reinsurance Group of America, Incorporated
Date: August 3, 2018	By:	/s/ Anna Manning
		Anna Manning
		President & Chief Executive Officer
		(Principal Executive Officer)
Date: August 3, 2018	By:	/s/ Todd C. Larson
		Todd C. Larson
		Senior Executive Vice President & Chief Financial Officer
		(Principal Financial and Accounting Officer)

Exhibit 3.1

AMENDED AND RESTATED ARTICLES OF INCORPORATION

REINSURANCE GROUP OF AMERICA, INCORPORATED

ARTICLE ONE

NAME

The name of the corporation (hereinafter referred to as the “Corporation”) is: Reinsurance Group of America, Incorporated.

ARTICLE TWO

REGISTERED OFFICE AND AGENT

The address of the Corporation’s registered office in this state is 120 South Central Ave., St. Louis, Missouri 63105. The name of its registered agent at such address is CT Corporation System.

ARTICLE THREE

CAPITAL STOCK

A. Class and Number of Shares . The aggregate number, class and par value, if any, of shares which the Corporation shall have authority to issue is 150,000,000 shares, consisting of 140,000,000 shares of common stock, par value $0.01 per share (“Common Stock”) and 10,000,000 shares of preferred stock, par value $0.01 per share (“Preferred Stock”) ($1,500,000.00 aggregate total).

Immediately upon effectiveness of these Amended and Restated Articles of Incorporation (the “Effective Time”), and without any further action on the part of the Corporation or its shareholders, each share of class A common stock, par value $0.01 per share, of the Corporation (the “Old Class A Common Stock”), issued and outstanding immediately prior to the Effective Time, including Old Class A Common Stock into which shares of class B common stock, par value $0.01 per share, of the Corporation (the “Old Class B Common Stock”) were converted pursuant to their terms (the “Conversion”), shall automatically be redesignated as one fully paid and nonassessable share of Common Stock.

Each certificate formerly representing a share or shares of Old Class A Common Stock (or Old Class B Common Stock, if not theretofore replaced by a certificate representing Old Class A Common stock as a result of the Conversion) shall automatically represent from and after the Effective Time, without any further action on the part of the Corporation or any holder thereof, a number of shares of Common Stock equal to the number of shares of Old Class A Common Stock (or Old Class B Common Stock, if not theretofore replaced by a certificate representing Old Class A Common stock as a result of the Conversion) represented by such certificate immediately prior to the Effective Time; provided, however, that if the Bylaws of the Corporation provide for the issuance of uncertificated shares, and any shares of Common Stock (or any stock into which such Common Stock may be converted or exchanged) are issued in uncertificated form in accordance with the Bylaws of the Corporation, then, without any further action on the part of any holder thereof, the Corporation shall cause to be sent to such holder a statement of such holdings, which statement shall include any legends that would be set forth on certificates, if such holder’s shares were represented thereby

For clarification purposes, references to “New Common Stock” in Article Fourteen shall mean shares of Old Class A Common Stock or Old Class B Common stock prior to the Effective Time and shares of Common Stock at or after the Effective Time.

B. Voting Rights of the Common Stock . Each holder of the Common Stock shall be entitled to one vote per share of Common Stock on all matters to be voted on by the shareholders.

C. Issuance of Preferred Stock, Rights and Preferences Thereof . The Preferred Stock may be issued from time to time in one or more series, with such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof, as shall be stated in the resolution or resolutions providing for the issuance of such stock adopted from time to time by the Board of Directors. Without limiting the generality of the foregoing, in the resolution or resolutions providing for the issuance of such shares of each particular series of Preferred Stock, subject to the requirements of the laws of the State of Missouri, the Board of Directors is also expressly authorized:

(i) To fix the distinctive serial designation of the shares of the series;

(ii) To fix the consideration for which the shares of the series are to be issued;

(iii) To fix the rate or amount per annum, if any, at which the holders of the shares of the series shall be entitled to receive dividends, the dates on which and the conditions under which dividends shall be payable, whether dividends shall be cumulative or noncumulative, and if cumulative, the date or dates from which dividends shall be cumulative;

(iv) To fix the price or prices at which, the times during which, and the other terms, if any, upon which the shares of the series may be redeemed;

(v) To fix the rights, if any, which the holders of shares of the series have in the event of dissolution or upon distribution of the assets of the Corporation;

(vi) From time to time to include additional shares of Preferred Stock which the Corporation is authorized to issue in the series;

(vii) To determine whether or not the shares of the series shall be made convertible into or exchangeable for other securities of the Corporation, including shares of the Common Stock of the Corporation or shares of any other series of the Preferred Stock of the Corporation, now or hereafter authorized, or any new class of Preferred Stock of the Corporation hereafter authorized, the price or prices or the rate or rates at which conversion or exchange may be made, and the terms and conditions upon which the conversion or exchange rate shall be exercised;

(viii) To determine if a sinking fund shall be provided for the purchase or redemption of shares of the series and, if so, to fix the terms and the amount or amounts of the sinking fund; and

(ix) To fix the other preferences and rights, privileges and restrictions applicable to the series as may be permitted law.

ARTICLE FOUR

ADDITIONAL PROVISIONS REGARDING

CERTAIN SHAREHOLDER RIGHTS

A. Preemptive Rights. All preemptive rights of shareholders are hereby denied, so that no stock or other security of the Corporation shall carry with it and no holder or owner of any share or shares of stock or other security or securities of the Corporation shall have any preferential or preemptive right to acquire additional shares of stock or any other security of the Corporation.

B. Cumulative Voting. All cumulative voting rights are hereby denied, so that none of the Common Stock, the Preferred Stock or any other security of the Corporation shall carry with it and no holder or owner of any Common Stock, Preferred Stock or any other security shall have any right to cumulative voting in the election of directors or for any other purpose.

ARTICLE FIVE

INCORPORATOR

The name and place of residence of the incorporator is:

Donna J. Holsten

6140 Wanda

St. Louis, Missouri 63116

ARTICLE SIX

DIRECTORS

A. Number and Classes of Directors. The number of directors to constitute the Board of Directors of the Corporation is ten. Thereafter, the number of directors shall be fixed by, or in the manner provided in, the Bylaws of the Corporation. The Board of Directors shall be divided into three classes, as nearly equal in number as possible, with the mode of such classification to be provided for in the Bylaws of the Corporation. Directors other than certain Directors elected to the initial Board of Directors shall be elected to hold office for a term of three years, with the term of office of one class expiring each year. As used in these Articles of Incorporation, the term “entire Board of Directors” means the total number of Directors fixed by, or in accordance with, these Articles of Incorporation or the Bylaws of the Corporation.

B. Removal of Directors. Subject to the rights, if any, of the holders of any class of capital stock of the Corporation (other than the Common Stock) then outstanding, (1) any Director, or the entire Board of Directors, may be removed from office at any time prior to the expiration of his term of office only for cause and only by the affirmative vote of the holders of record of outstanding shares representing at least 85% of all of the then outstanding shares of capital stock of the Corporation then entitled to vote generally in the election of Directors, voting together as a single class at a special meeting of shareholders called expressly for that purpose (such vote being in addition to any required class or other vote); and (2) any Director may be removed from office by the affirmative vote of a majority of the entire Board of Directors at any time prior to the expiration of his term of office, as provided by law, in the event that the Director fails to meet any qualifications stated in the Bylaws for election as a Director or in the event that the Director is in breach of any agreement between the Director and the Corporation relating to the Director’s service as a Director or employee of the Corporation.

C. Nominations. Subject to the rights, if any, of holders of any class of capital stock of the Corporation (other than the Common Stock) then outstanding, nominations for the election of Directors may be made by the affirmative vote of a majority of the entire Board of Directors or by any shareholder of record entitled to vote generally in the election of Directors. Any shareholder who otherwise desires to nominate one or more persons for

election as a Director at any meeting of shareholders held at any time may do so only if the shareholder has delivered timely notice of the shareholder’s intent to make such nomination or nominations, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Corporation not less than 60 days nor more than 90 days prior to the meeting; provided, however, that if less than 70 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, such notice by the shareholder to be timely must be received not later than the close of business on the 10th day following the day on which the notice of the date of meeting was mailed or public disclosure was made, whichever occurs first. A shareholder’s notice to the Secretary shall set forth: (1) the name and address of record of the shareholder who intends to make the nomination; (2) a representation that the shareholder is a holder of record of shares of capital stock of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (3) the class and number of shares of the capital stock that are beneficially owned by the shareholder on the date of such notice; (4) the name, age, business and residential address, and principal occupation or employment of each proposed nominee; (5) the class and number of shares of capital stock that are beneficially owned by such nominee on the date of such notice; (6) a description of all arrangements or understandings between the shareholder and each nominee and the name of any other person or persons pursuant to which the nomination or nominations are to be made by the shareholder; (7) any other information regarding each proposed nominee that would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; and (8) the written consent of each proposed nominee to being named as a nominee in the proxy statement and to serve as a Director of the Corporation if so elected. The Corporation may require any proposed nominee to furnish any other information it may reasonably require to determine the eligibility of the proposed nominee to serve as a Director of the Corporation. The presiding officer of the meeting may, if the facts warrant, determine that a nomination was not made in accordance with the foregoing procedure, and if he should make that determination, he shall so declare at the meeting and the defective nomination shall be disregarded.

D. Vacancies. Subject to the rights, if any, of the holders of any class of capital stock of the Corporation (other than the Common Stock) then outstanding, any vacancies in the Board of Directors which occur for any reason prior to the expiration of the term of office of the class in which the vacancy occurs, including vacancies which occur by reason of an increase in the number of Directors, shall be filled only by the Board of Directors, acting by the affirmative vote of a majority of the remaining Directors then in office (although less than a quorum).

ARTICLE SEVEN

DURATION

The duration of the Corporation is perpetual.

ARTICLE EIGHT

PURPOSES

The Corporation is formed for the following purposes:

1. To purchase, take, receive, subscribe or otherwise acquire, own, hold, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of, and otherwise deal in and with the shares or other interests in, or obligations of, other domestic and foreign corporations, associations, partnerships or individuals;

2. To be a general or limited partner in any general or limited partnership;

3. To take such actions and transact such other business as are incidental to and connected with the purposes set forth above; and

4. To do anything permitted of corporations pursuant to the provisions of The General and Business Corporation Law of Missouri, as amended from time to time.

ARTICLE NINE

SHAREHOLDERS’ MEETINGS

A. Special Meetings . A special meeting of the shareholders may be called only by the Board of Directors pursuant to a resolution adopted by the affirmative vote of a majority of the entire Board of Directors or by the Chairman of the Board of Directors or the President. Only such business shall be conducted, and only such proposals shall be acted upon, as are specified in the call of any special meeting of shareholders.

B. Annual Meetings. At any annual meeting of shareholders only such business shall be conducted, and only such proposals shall be acted upon, as shall have been properly brought before the meeting by the Board of Directors or by a shareholder of record entitled to vote at such meeting. For a proposal to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Corporation not less than 60 days nor more than 90 days prior to the annual meeting; provided, however, that if less than 70 days’ notice or prior public disclosure of the date of the annual meeting is given or made to shareholders, notice by the shareholder to be timely must be received not later than the close of business on the 10th day following the earlier of (1) the day on which notice of the date of the annual meeting was mailed or (2) the day on which public disclosure was made. A shareholder’s notice to the Secretary shall set forth as to each matter the shareholder proposes to bring before the annual meeting: (a) a brief description of the proposal desired to be brought before the annual meeting and the reasons for conducting this business at the annual meeting; (b) the name and address of record of the shareholder proposing the business and any other shareholders known by such shareholder to be supporting the proposal; (c) the class and number of shares of the capital stock which are beneficially owned by the shareholder on the date of the shareholder notice and by any other shareholders known by such shareholder to be supporting the proposal on the date of the shareholder notice; and (d) any material interest of the shareholder in the proposal.

The Board of Directors may reject any shareholder proposal submitted for consideration at the annual meeting which is not made in accordance with the terms of this Article Nine or which is not a proper subject for shareholder action in accordance with provisions of applicable law. Alternatively, if the Board of Directors fails to consider the validity of any shareholder proposal, the presiding officer of the annual meeting may, if the facts warrant, determine and declare at the annual meeting that the shareholder proposal was not made in accordance with the terms of this Article Nine and, if he should make that determination, he shall so declare at the meeting and the business or proposal shall not be acted upon. This provision shall not prevent the consideration and approval or disapproval at the annual meeting of reports of officers, directors and committees of the Board of Directors, but, in connection with such reports, no new business shall be acted upon at the meeting unless stated, filed and received as herein provided.

C. Action by Written Consent. Any action required or permitted to be taken by the shareholders of the Corporation may, if otherwise allowed by law, be taken without a meeting of shareholders only if consents in writing, setting forth the action so taken, are signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE TEN

AMENDMENT OF BYLAWS

The Bylaws of the Corporation may be amended, altered, changed or repealed, and a provision or provisions inconsistent with the provisions of the Bylaws as they exist from time to time may be adopted, only by the majority of the entire Board of Directors.

ARTICLE ELEVEN

AMENDMENT OF ARTICLES OF INCORPORATION

The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on the shareholders, directors and officers of the Corporation are subject to this reserved power; provided, that (in addition to any required class or other vote) the affirmative vote of the holders of record of outstanding shares representing at least 85% of all of the outstanding shares of capital stock of the Corporation then entitled to vote generally in the election of Directors, voting together as a single class, shall be required to amend, alter, change or repeal, or adopt any provision or provisions inconsistent with, Articles Four, Six, Nine, Ten, Twelve, or this Article Eleven of these Articles of Incorporation.

ARTICLE TWELVE

INDEMNIFICATION AND RELATED MATTERS

A. Actions Involving Directors and Officers. The Corporation shall indemnify each person (other than a party plaintiff suing on his own behalf or in the right of the Corporation) who at any time is serving or has served as a director or officer of the Corporation against any claim, liability or expense incurred as a result of this service, or as a result of any other service on behalf of the Corporation, or service at the request of the Corporation as a director, officer, employee, member or agent of another corporation, partnership, joint venture, trust, trade or industry association or other enterprise (whether incorporated or unincorporated, for‑profit or not‑for‑profit), to the maximum extent permitted by law. Without limiting the generality of the foregoing, the Corporation shall indemnify any such person who was or is a party (other than a party plaintiff suing on his own behalf or in the right of the Corporation), or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, but not limited to, an action by or in the right of the Corporation) by reason of such service against expenses (including, without limitation, attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding.

B. Actions Involving Employees or Agents.

1. The Corporation may, if it deems appropriate and as may be permitted by this Article, indemnify any person (other than a party plaintiff suing on his own behalf or in right of the Corporation) who at any time is serving or has served as an employee or agent of the Corporation against any claim, liability or expense incurred as a result of such service or as a result of any other service on behalf of the Corporation, or service at the request of the Corporation as a director, officer, employee, member or agent of another corporation, partnership, joint venture, trust, trade or industry association or other enterprise (whether incorporated or unincorporated, for‑profit or not‑for‑profit), to the maximum extent permitted by law or to such lesser extent as the Corporation, in its discretion, may deem appropriate. Without limiting the generality of the foregoing, the Corporation may indemnify any such person who was or is a party (other than a party plaintiff suing on his own behalf or in the right of the Corporation), or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, but not limited to, an action by or in the right of the Corporation) by reason of such service against expenses (including, without limitation, attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding.

2. To the extent that an employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section B (1) of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the action, suit or preceding.

C. Determination of Right to Indemnification in Certain Circumstances. Any indemnification required under Section A of this Article or authorized by the Corporation in a specific case pursuant to Section B of this Article (unless ordered by a court) shall be made by the Corporation unless a determination is made reasonably and promptly that indemnification of the director, officer, employee or agent is not proper under the circumstances because he has not met the applicable standard of conduct set forth in or established pursuant to this Article. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by majority vote of the shareholders; provided that no such determination shall preclude an action brought in an appropriate court to challenge such determination.

D. Advance Payment of Expenses. Expenses incurred by a person who is or was a director or officer of the Corporation in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of an action, suit or proceeding, and expenses incurred by a person who is or was an employee or agent of the Corporation in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by or at the direction of the Board of Directors, in either case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in or pursuant to this Article.

E. Not Exclusive Right. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled, whether under the Bylaws of the Corporation or any statute, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

F. Indemnification Agreements Authorized. Without limiting the other provisions of this Article, the Corporation is authorized from time to time, without further action by the shareholders of the Corporation, to enter into agreements with any director, officer, employee or agent of the Corporation providing such rights of indemnification as the Corporation may deem appropriate, up to the maximum extent permitted by law. Any agreement entered into by the Corporation with a director may be authorized by the other directors, and such authorization shall not be invalid on the basis that similar agreements may have been or may thereafter be entered into with other directors.

G. Standard of Conduct. Except as may otherwise be permitted by law, no person shall be indemnified pursuant to this Article (including without limitation pursuant to any agreement entered into pursuant to Section F of this Article) from or on account of such person’s conduct which is finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct. The Corporation may (but need not) adopt a more restrictive standard of conduct with respect to the indemnification of any employee or agent of the Corporation.

H. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or who is or was otherwise serving on behalf or at the request of the Corporation against any claim, liability or expense asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article.

I. Certain Definitions. For the purposes of this Article:

1. Any director or officer of the Corporation who shall serve as a director, officer or employee of any other corporation, partnership, joint venture, trust or other enterprise of which the Corporation, directly or indirectly, is or was the owner of 20% or more of either the outstanding equity interests or the outstanding voting stock (or comparable interests), shall be deemed to be so serving at the request of the Corporation, unless the Board of Directors of the Corporation shall determine otherwise. In all other instances where any person shall serve as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise of which the Corporation is or was a shareholder or creditor, or in which it is or was otherwise interested, if it is not otherwise established that such person is or was serving as a director, officer, employee or agent at the request of the Corporation, the Board of Directors of the Corporation may determine whether such service is or was at the request of the Corporation, and it shall not be necessary to show any actual or prior request for such service.

2. References to a corporation include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of a constituent corporation or is or was serving at the request of a constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

3. The term “other enterprise” shall include, without limitation, employee benefit plans and voting or taking action with respect to stock or other assets therein; the term “serving at the request of the corporation” shall include, without limitation, any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, a director, officer, employee or agent with respect to any employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have satisfied any standard of care required by or pursuant to this Article in connection with such plan; the term “fines” shall include, without limitation, any excise taxes assessed on a person with respect to an employee benefit plan and shall also include any damages (including treble damages) and any other civil penalties.

J. Survival. Any indemnification rights provided pursuant to this Article shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Notwithstanding any other provision in these Articles of Incorporation, any indemnification rights arising under or granted pursuant to this Article shall survive amendment or repeal of this Article with respect to any acts or omissions occurring prior to the effective time of such amendment or repeal and persons to whom such indemnification rights are given shall be entitled to rely upon such indemnification rights with respect to such acts or omissions as a binding contract with the Corporation.

K. Liability of the Directors. It is the intention of the Corporation to limit the liability of the directors of the Corporation, in their capacity as such, whether to the Corporation, its shareholders or otherwise, to the fullest extent permitted by law. Consequently, should The General and Business Corporation Law of Missouri or any other applicable law be amended or adopted hereafter so as to permit the elimination or limitation of such liability, the liability of the directors of the Corporation shall be so eliminated or limited without the need for amendment of these Articles or further action on the part of the shareholders of the Corporation.

ARTICLE THIRTEEN

EXCULPATION

The liability of the Corporation’s directors to the Corporation or any of its shareholders for monetary damages for breach of fiduciary duty as a director shall be eliminated to the fullest extent permitted under the Missouri General and Business Corporation Law. Any repeal or modification of this Article Thirteen by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

ARTICLE FOURTEEN

FIVE PERCENT OWNERSHIP

A. In order to preserve the Tax Benefits to which the Corporation or any direct or indirect subsidiary thereof is entitled pursuant to the Internal Revenue Code of 1986, as amended, or any successor statute (the “Code”) and the Treasury Regulations promulgated thereunder, the Corporation Securities shall be subject to the following restrictions:

(i) Certain Definitions . For purposes of this Article Fourteen, the following terms shall have the meanings indicated (and any references to any portions of Treasury Regulation § 1.382-2T shall include any successor provisions):

(a) “5% Transaction” means any Transfer or purported Transfer of Corporation Securities described in Section A.(ii) of this Article Fourteen, which Transfer is prohibited and/or void under the provisions of such Section A.(ii) of this Article Fourteen.

(b) “Additional Split-Off” has the meaning set forth in the Recapitalization and Distribution Agreement.

(c) “Agent” means any agent designated by the Board of Directors of the Corporation pursuant to Section B.(ii) of this Article Fourteen.

(d) “Corporation Securities” means (I) shares of New Common Stock, (II) shares of Preferred Stock (other than preferred stock described in Section 1504(a)(4) of the Code), (III) warrants, rights, or options (including options within the meaning of Treasury Regulation § 1.382-2T(h)(4)(v)) to purchase stock (other than preferred stock described in Section 1504(a)(4) of the Code) of the Corporation, and (IV) any other interest that would be treated as “stock” of the Corporation pursuant to Treasury Regulation § 1.382-2T(f)(18).

(e) “Debt Exchange” has the meaning set forth in the Recapitalization and Distribution Agreement.

(f) “Excess Securities” has the meaning set forth in subsection B.(i) of this Article Fourteen.

(g) “End Date” has the meaning set forth in the Recapitalization and Distribution Agreement.

(h) “Five-Percent Shareholder” means a Person or group of Persons that is a “5-percent shareholder” of the Corporation pursuant to Treasury Regulation § 1.382-2T(g).

(i) “MetLife” means MetLife, Inc., a Delaware corporation.

(j) “Percentage Stock Ownership” means the percentage stock ownership interest as determined in accordance with Treasury Regulation § 1.382-2T(g), (h), (j) and (k).

(k) “Permitted Transfer” means a Transfer of Corporation Securities (A) after the Restriction Release Date, (B) pursuant to any (1) merger, consolidation or similar transaction approved in advance by the Board of Directors or (2) tender or exchange offer made pursuant to the applicable rules and regulations of the Exchange Act, for any or all outstanding New Common Stock in which a majority of each class of the outstanding New Common Stock has been validly tendered and not withdrawn and in which offer the offeror or an affiliate thereof has committed to consummate a merger with the Corporation in which all of the New Common Stock not so acquired in such offer is (subject to any applicable dissenters’ rights) converted into the same type and amount of consideration paid for New Common Stock accepted in such tender or exchange offer, (C) pursuant to the exercise of any option or warrant outstanding on the effective date of these Amended and Restated Articles of Incorporation to purchase Corporation Securities from the Corporation, (D) pursuant to the Split-Off or any Additional Split-Off or any Public Debt Exchange, (E) any issuance of Corporation Securities by the Corporation or any of its subsidiaries, or (F) pursuant to any Private Debt Exchange, the Transfer from MetLife of Old Class B Common Stock to its immediate transferees, but not to the transferees of such immediate transferees.

(l) “Person” shall mean any individual, firm, corporation, partnership, trust association, limited liability company, limited liability partnership, or other entity, or any group of Persons making a “coordinated acquisition” of shares or otherwise treated as an entity within the meaning of Treasury Regulation § 1.382-3(a)(1), or otherwise and shall include any successor (by merger or otherwise) of any such entity.

(m) “Private Debt Exchange” has the meaning set forth in the Recapitalization and Distribution Agreement.

(n) “Prohibited Distribution” has the meaning set forth in subsection B.(ii) of this Article Fourteen.

(o) “Public Debt Exchange” has the meaning set forth in the Recapitalization and Distribution Agreement.

(p) “Purported Transferee” has the meaning set forth in subsection B.(i) of this Article Fourteen.

(q) “Prohibited Transfer” means any 5% Transaction (other than a Permitted Transfer).

(r) “Recapitalization and Distribution Agreement” means the Recapitalization and Distribution Agreement, dated as of June 1, 2008, by and between the Corporation and MetLife, as it may be amended from time to time.

(s) “Restriction Release Date” means the earlier of (x) September 13, 2011, or (y) such other date as the Board of Directors may determine in good faith that this Article Fourteen is no longer in the best interests of the Corporation and its shareholders.

(t) “Section 382” means Section 382 of the Code, or any comparable successor provision.

(u) “Split-Off” has the meaning set forth in the Recapitalization and Distribution Agreement.

(v) “Tax Benefit” means the net operating loss carryovers, capital loss carryovers, general business credit carryovers, alternative minimum tax credit carryovers and foreign tax credit carryovers, as well as any loss or deduction attributable to a “net unrealized built-in loss” within the meaning of Section 382, of the Corporation or any direct or indirect subsidiary thereof.

(w) “Transfer” means any direct or indirect sale, transfer, assignment, exchange, issuance, grant, redemption, repurchase, conveyance, pledge or other disposition, whether voluntary or involuntary, and whether by operation of law or otherwise, by any Person other than the Corporation. A Transfer also shall include the creation or grant of an option, warrant or right (including an option within the meaning of Treasury Regulation Section 1.382-4(d)(9)) by any Person other than the Corporation, but only if such option, warrant or right would be deemed exercised pursuant to Treasury Regulation Section 1.382-4(d)(2)(i).

(ii) Transfer Restrictions . Any attempted Transfer of Corporation Securities prior to the Restriction Release Date, or any attempted Transfer of Corporation Securities pursuant to an agreement entered into prior to the Restriction Release Date, that is not a Permitted Transfer shall be prohibited and void ab initio insofar as it purports to transfer ownership or rights in respect of such Corporation Securities to the Purported Transferee to the extent that, as a result of such Transfer (or any series of Transfers of which such Transfer is a part), either (1) any Person or group of Persons shall become a Five-Percent Shareholder other than by reason of Treasury Regulation Section 1.382-2T(j)(3)(i), or (2) the Percentage Stock Ownership interest in the Corporation of any Five-Percent Shareholder shall be increased.

(iii) The restrictions set forth in Section A.(ii) of this Article Fourteen shall not apply to an attempted Transfer that is a 5% Transaction if the transferor or the transferee obtains the prior written approval of the Board of Directors or a duly authorized committee thereof. In considering whether to approve any such transfer, the Board of Directors may take into account both the proposed Transfer and potential future Transfers. The Board of Directors may exercise the authority granted by this Section A(iii) of this Article Fourteen through duly authorized officers or agents of the Corporation.

(iv) Each certificate representing shares of Corporation Securities issued prior to the Restriction Release Date shall contain the legend set forth below, evidencing the restrictions set forth in this Section A of this Article Fourteen and Sections B and C of this Article Fourteen:

“The transfer of securities represented by this certificate is (and other securities of the Corporation may be) subject to restriction pursuant to Article Fourteen of the Corporation’s Amended and Restated Articles of Incorporation. The Corporation will furnish a copy of its Amended and Restated Articles of Incorporation setting forth the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights to the holder of record of this Certificate without charge upon written request addressed to the Corporation at its principal place of business.”

With respect to any shares of Corporation Securities that are not evidenced by a certificate, but are uncertificated securities, the foregoing legend shall be set forth in the initial statement of holdings.


A.	Treatment of Excess Securities .

(i) No employee or agent of the Corporation shall record any Prohibited Transfer, and the purported transferee of such a Prohibited Transfer (the “Purported Transferee”) shall not be recognized as a shareholder of the Corporation for any purpose whatsoever in respect of the Corporation Securities which are the subject of the Prohibited Transfer (the “Excess Securities”). Until the Excess Securities are acquired by another Person in a Transfer that is not a Prohibited Transfer, such Purported Transferee shall not be entitled with respect to such Excess Securities to any rights of shareholders of the Corporation, including, without limitation, the right to vote such Excess Securities or to receive dividends or distributions, whether liquidating or otherwise, in respect thereof, if any; provided, however, that the Transferor of such Excess Securities shall not be required to disgorge, and shall be permitted to retain for its own account, any proceeds of such Transfer, and shall have no further rights, responsibilities, obligations or liabilities with respect to such Excess Securities, if such Transfer was a Prohibited Transfer. Once the Excess Securities have been acquired in a Transfer that is not a Prohibited Transfer, the Corporation Securities shall cease to be Excess Securities. For this purpose, any transfer of Excess Securities not in accordance with the provisions of this Section B of this Article Fourteen shall also be a Prohibited Transfer.

(ii) If the Corporation determines that a Transfer of Corporation Securities constitutes a Prohibited Transfer then, upon written demand by the Corporation, the Purported Transferee shall transfer or cause to be transferred any certificate or other evidence of ownership of the Excess Securities within the Purported Transferee’s possession or control, together with any dividends or other distributions that were received by the Purported Transferee from the Corporation with respect to the Excess Securities (“Prohibited Distributions”), to the Agent designated by the Board of Directors. The Agent shall thereupon sell to a buyer or buyers, which may include the Corporation, the Excess Securities transferred to it in one or more arm’s length transactions (over the New York Stock Exchange or other national securities exchange, if possible, or otherwise privately); provided, however, that the Agent shall effect such sale or sales in an orderly fashion and shall not be required to effect any such sale within any specific timeframe if, in the Agent’s discretion, such sale or sales would disrupt the market for the Corporation Securities or otherwise would adversely affect the value of the Corporation Securities. If the Purported Transferee has resold the Excess Securities before receiving the Corporation’s demand to surrender Excess Securities to the Agent, the Purported Transferee shall be deemed to have sold the Excess Securities for the Agent, and shall be required to transfer to the Agent any Prohibited Distributions and proceeds of such sale, except to the extent that the Corporation grants written permission to the Purported Transferee to retain a portion of such sales proceeds not exceeding the amount that the Purported Transferee would have received from the Agent pursuant to Section B.(iii) of this Article Fourteen if the Agent rather than the Purported Transferee had resold the Excess Securities. Disposition of Excess Securities by the Agent pursuant to this Section B.(ii) of this Article Fourteen shall be deemed to occur simultaneously with the Prohibited Transfer to which the Excess Securities relate.

(iii) The Agent shall apply any proceeds of a sale by it of Excess Securities and, if the Purported Transferee has previously resold the Excess Securities, any amounts received by it from a Purported Transferee, as follows: (x) first, such amounts shall be paid to the Agent to the extent necessary to cover its costs and expenses incurred in connection with its duties hereunder; (y) second, any remaining amounts shall be paid to the Purported Transferee, up to the amount paid by the Purported Transferee for the Excess Securities (or the fair market value of the Excess Securities (1) calculated on the basis of the closing market price for the Corporation Securities on the New York Stock Exchange, or such other national securities exchange on which the Corporation Securities are then listed or admitted to trading, on the day before the Prohibited Transfer, (2) if the Corporation Securities are not listed or admitted to trading on any national securities exchange but are traded in the over-the-counter market, calculated based upon the difference between the highest bid and lowest asked prices, as such prices are reported by NASDAQ or any successor system on the day before the Prohibited Transfer or, if none, on the last preceding day for which such quotations exist, or (3) if the Corporation Securities are neither listed nor admitted to trading on any stock exchange nor traded in the over-the-counter market, then as determined in good faith by the Board of Directors, at the time of the Prohibited Transfer to the Purported Transferee), which amount (or fair market value) shall be determined by the Board of Directors in its discretion; and (z) third, any remaining amounts, subject to the limitations imposed by the following proviso, shall be paid to one or more organizations qualifying under Section 501(c)(3) of the Code (or any comparable successor provision) (“Section 501(c)(3)”) selected by the Board of Directors; provided, however, that if the Excess Securities (including any Excess Securities arising from a previous Prohibited Transfer not sold by the Agent in a prior sale or sales), represent a 5% or greater Percentage Stock Ownership in any class of Corporation Securities, then any such remaining amounts to the extent attributable to the disposition of the portion of such Excess Securities exceeding a 5% Percentage Stock Ownership interest in such class shall be paid to two or more organizations qualifying under Section 501(c)(3) selected by the Board of Directors. The recourse of any Purported Transferee in respect of any Prohibited Transfer shall be limited to the amount payable to the Purported Transferee pursuant to clause (y) of the preceding sentence. In no event shall the proceeds of any sale of Excess Securities pursuant to this Section B of this Article Fourteen inure to the benefit of the Corporation.

(iv) If the Purported Transferee fails to surrender the Excess Securities or the proceeds of a sale thereof to the Agent within 30 days from the date on which the Corporation makes a written demand pursuant to Section B.(ii) of this Article Fourteen, then the Corporation shall use its best efforts to enforce the provisions hereof, including the institution of legal proceedings to compel such surrender.

(v) The Corporation shall make the written demand described in Section B.(ii) of this Article Fourteen within 30 days of the date on which the Board of Directors determines that the attempted Transfer would result in Excess Securities; provided, however, that if the Corporation makes such demand at a later date, the provisions of Sections A and B of this Article Fourteen shall apply nonetheless.

(vi) Anything herein to the contrary notwithstanding, the Agent shall not act or be treated as acting as an agent for or on behalf of the Purported Transferee or for or on behalf of the Corporation and shall have no right to bind any of them, in contract or otherwise, but shall act only to carry out the ministerial functions assigned to it in this Section B of this Article Fourteen.

C. Board Authority . The Board of Directors shall have the power to determine all matters necessary for assessing compliance with Sections A and B of this Article Fourteen, including, without limitation, (i) the identification of any Five-Percent Shareholder, (ii) whether a Transfer is a 5% Transaction, a Prohibited Transfer or a Permitted Transfer, (iii) the Percentage Stock Ownership in the Corporation of any Five-Percent Shareholder, (iv) whether an instrument constitutes Corporation Securities, (v) the amount (or fair market value) due to a Purported Transferee pursuant to Section B.(iii) of this Article Fourteen, and (vi) any other matters which the Board of Directors determines to be relevant; and the good-faith determination of the Board of Directors on such matters shall be conclusive and binding for all the purposes of Sections A and B of this Article Fourteen. Nothing contained herein shall limit the authority of the Board of Directors to take such other action, in its discretion, to the extent permitted by law as it deems necessary or advisable to protect the Corporation, any direct or indirect subsidiary thereof and the interests of the holders of the Corporation’s securities in preserving the Tax Benefit. Without limiting the generality of the foregoing, in the event of a change in law or Treasury Regulations making one or more of the following actions necessary or

desirable, the Board of Directors may (i) accelerate the Restriction Release Date, (ii) modify the specific application of the Transfer restrictions set forth in Section A.(ii) of this Article Fourteen, or (iii) modify the definitions of any terms set forth in this Article Fourteen; provided that (1) the Board of Directors shall determine in writing that such acceleration, extension, change or modification is reasonably necessary or advisable to preserve the Tax Benefit under the Code and the regulations thereunder or that the continuation of these restrictions is no longer reasonably necessary for the preservation of the Tax Benefit; and (2) no such modification shall limit or restrict the scope of clauses (D) or (F) of the definition of “Permitted Transfer” in Section A(i)(k) of this Article Fourteen prior to the End Date (as defined in the Recapitalization and Distribution Agreement).

D. Miscellaneous . Any provision in this Article Fourteen which is judicially determined to be prohibited, invalid or otherwise unenforceable (whether on its face or as applied to a particular shareholder, transferee or Transfer) under the laws of the State of Missouri shall be ineffective to the extent of such prohibition, invalidity or unenforceability without prohibiting, invalidating or rendering unenforceable the remaining provisions of this Article Fourteen and of these Amended and Restated Articles of Incorporation, which shall be thereafter interpreted as if the prohibited, invalid or unenforceable part were not contained herein, and, to the maximum extent possible, in a manner consistent with preserving the Corporation’s use of the Tax Benefits without any Section 382 limitation.

AMENDMENT OF ARTICLES OF INCORPORATION

REINSURANCE GROUP OF AMERICA, INCORPORATED

Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:


1.	The present name of the Corporation is Reinsurance Group of America, Incorporated. The Corporation was originally organized on December 31, 1992 under the name Reinsurance Group of America, Inc.


2.	The following amendments to the Corporation’s Articles of Incorporation were adopted by the shareholders on May 23, 2018:


(a)	Article Six, Section A is amended to read as follows:

“A. Number of Directors . The number of directors to constitute the Board of Directors of the Corporation is ten. Thereafter, the number of directors shall be fixed by, or in the manner provided in, the Bylaws of the Corporation. Beginning with the annual meeting of shareholders that is held in calendar year 2019 (the “2019 Annual Meeting”), and at each annual meeting of shareholders thereafter, Directors shall be elected to hold office for a term expiring at the next annual meeting of shareholders and until their successors are elected and qualified or until their earlier death, resignation, removal or disqualification; provided, however, that any Director in office immediately prior to the 2019 Annual Meeting who was elected to a term that does not expire at the 2019 Annual Meeting shall continue to hold such office until the end of the term for which such Director was elected, with such Directors to hold office until their successors are elected and qualified. As used in these Articles of Incorporation, the term “entire Board of Directors” means the total number of Directors fixed by, or in accordance with, these Articles of Incorporation or the Bylaws of the Corporation.”


(b)	Article Six, Section D is amended to read as follows:

“D. Vacancies . Subject to the rights, if any, of the holders of any class of capital stock of the Corporation (other than the Common Stock) then outstanding, any vacancies in the Board of Directors which occur for any reason, including vacancies which occur by reason of an increase in the number of Directors, shall be filled only by the Board of Directors, acting by the affirmative vote of a majority of the remaining Directors then in office (although less than a quorum). Any Director so elected to fill a vacancy shall hold office for a term expiring at the next annual meeting of shareholders held immediately following such person being elected to fill the vacancy and until such Director’s successor is elected and qualified or until such Director’s earlier death, resignation, removal or disqualification.”


(c)	Article Ten is amended to read as follows:

“The Bylaws of the Corporation may be amended, altered, changed or repealed, and a provision or provisions inconsistent with the provisions of the Bylaws as they exist from time to time may be adopted, by the affirmative vote of a majority of the entire Board of Directors or by the affirmative vote of the holders of record of outstanding shares representing a majority of all the outstanding shares of capital stock of the Corporation then entitled to vote generally in the election of Directors, voting together as a single class.”


(d)	Article Eleven is amended to read as follows:

“The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on the shareholders, directors and officers of the Corporation are subject to this reserved power; provided, that (in addition to any required class or other vote) the affirmative vote of the holders of record of outstanding shares representing a majority of all the outstanding shares of capital stock of the Corporation then entitled to vote generally in the election of Directors, voting together as a single class, shall be required to amend, alter, change or repeal, or adopt any provision or provisions of these Articles of Incorporation.”


3.	Of the 64,510,318 shares outstanding, 64,510,318 of such shares were entitled to vote on such amendments.

The number of outstanding shares of any class entitled to vote thereon as a class were as follows:



Amendment	Class	Number of Outstanding Shares
Article Six, Section A	Common Stock	64,510,318
Article Six, Section D	Common Stock	64,510,318
Article Ten	Common Stock	64,510,318
Article Eleven	Common Stock	64,510,318


4.	The number of shares voted for and against each amendment was as follows:



Amendment	Class	No. Voted For	No. Voted Against
Article Six, Section A	Common Stock	55,924,190	50,406
Article Six, Section D	Common Stock	55,924,190	50,406
Article Ten	Common Stock	55,951,901	40,104
Article Eleven	Common Stock	55,954,400	33,564


5.	The amendments do not provide for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class.

In affirmation thereof, the facts stated above are true and correct:

(The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575.040, RSMo)

/s/ William L. Hutton William L. Hutton EVP, General Counsel & Secretary May 23, 2018

Signature Printed Name Title Date

Exhibit 10.1

REINSURANCE GROUP OF AMERICA, INCORPORATED

FLEXIBLE STOCK PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

Reinsurance Group of America, Incorporated, a Missouri corporation (the “Company”), and [___________] (“Employee”) hereby agree as follows:

SECTION 1

GRANT OF OPTION

Pursuant to the Reinsurance Group of America, Incorporated Flexible Stock Plan, as amended and restated effective May 23, 2017 (the “Plan”), and pursuant to action of the Committee charged with the Plan’s administration, the Company has granted to Employee, effective [_______] (the “Date of Grant”), subject to the terms, conditions and limitations stated in this Non-Qualified Stock Option Agreement (this “Agreement”), the Plan and the Company’s Executive Compensation Recoupment Policy (as discussed in Section 8(c)), an option (“Option”) to purchase, at the price specified in Section 2, [_______] shares of the Common Stock of the Company (each, an “Option Share”). The Option is exercisable as provided in Section 3.

SECTION 2

OPTION PRICE

The purchase price per Option Share shall be $[__] (the “Purchase Price”), which is the Fair Market Value of one Share of Common Stock as of the Date of Grant.

SECTION 3

EXERCISE OF OPTION

(a) Right to Exercise . This Option is exercisable at any time prior to the Expiration Date, but only to the extent vested on the date of such exercise.

(b) Method of Exercise . The Option may be exercised in whole or in part by Employee or any other individual or trust authorized pursuant to the terms of this Agreement to exercise the Option (collectively, the “Exercisor”) at any time or from time to time in accordance with procedures established by the Committee. As promptly as practicable after such exercise of the Option, the Company shall issue the number of Shares pursuant to Section 3(c) or, at the option of the Exercisor, pay the amount of cash determined pursuant to Section 3(d) to the Exercisor.

(c) Terms of Exercise . Upon exercise of any vested portion of the Option in accordance with Section 3(b), the Exercisor shall pay to the Company an amount equal to the Purchase Price multiplied by the number of Option Shares being exercised. As promptly as practicable after such exercise of the Option, the Company shall issue the specified number of Option Shares to the Exercisor. Each exercised Option will be cancelled.

(d) Net Settlement . The Exercisor may, at its sole discretion, exercise an Option by way of “net settlement” as provided in Section 12.1(d) of the Plan. In order to exercise an Option by way of “net settlement,” the Exercisor must provide written notice to the Company and designate the number of Options subject to the “net settlement” election. The Exercisor shall surrender the Option in exchange for a consideration equal to the excess of (i) the Fair Market Value of the specified number of Option Shares as

of the date of exercise (which shall be determined by multiplying the number of Option Shares subject to the Option being exercised by the Fair Market Value of one Share on the date of exercise) over (ii) an amount equal to the Purchase Price multiplied by the number of Option Shares subject to the Option being exercised (such excess, the “Option Value”). The Option Value (if a positive value) shall be paid in Shares of Common Stock. The number of Shares to be issued is equal to the Option Value divided by the Fair Market Value of one Share on the date of exercise. Fractional shares will be paid in cash. Each exercised Option will be cancelled.

If the Exercisor elects to exercise an Option by way of “net settlement,” subject to the requirements of the Income Tax Act (Canada) (the “Act”), and if the Employee is subject to taxation in Canada, the Company hereby agrees that it will elect under Subsection 110(1.1) of the Act, in the prescribed manner, that neither the Company, nor any person not dealing at arm’s length with the Company, will deduct any amount in computing its income for a taxation year in respect of any amount to or for the benefit of Employee for the surrender of rights under this Agreement.

SECTION 4

CONDITIONS AND LIMITATIONS ON RIGHT TO EXERCISE OPTION

(a) Vesting . Subject to paragraph (b) of this Section and subject to Sections 6 and 7, this Option shall vest in four (4) equal annual installments of 25% commencing December 31 of the year of grant. The Option must be exercised, if at all, no later than ten (10) years from the Date of Grant (the “Expiration Date”). The Option may be exercised in full or in part pursuant to this vesting schedule at any time prior to the Expiration Date. Upon a partial exercise of this Option, the number of Option Shares available for future exercise shall be reduced by the portion of the Option so exercised.



	Date	Cumulative Percentage of Option Shares That Are Vested
	December 31, [___]	25%
	December 31, [___]	50%
	December 31, [___]	75%
	December 31, [___]	100%

(b) Exercise if No Longer an Employee .

(1) Termination . Except as provided in paragraphs (2) or (3) below, the Option may be exercised only by Employee while actually and actively serving as an officer or employee of the Company or any of its Affiliates or within 30 days following termination of employment.

Notwithstanding the foregoing, Employee may exercise the Option following termination of employment only to the extent the Option was vested and had not been exercised prior to such termination, and in no event may the Option be exercised after the Expiration Date.

For the purposes of this Agreement, an Employee’s termination of employment shall be deemed to occur on the Employee’s last day of actual and active employment, whether such date is chosen by the Employee, the Company or any of its Affiliates, or otherwise; provided that, an approved leave of absence shall not constitute a termination of employment for purposes of this Section so long as Employee’s right to re-employment is guaranteed either by statute, local law, contract or pursuant to any Company policy. Where re-employment

is not so guaranteed, termination of employment of an employee on a leave of absence shall be deemed to occur on the first day after the end of such approved period of leave for the purposes of this Option.

For greater certainty, except as specifically required by statute, no period of notice, if any, or payment in lieu of notice, that is or ought to be given under applicable law or contract to the Employee upon termination of the Employee’s employment that follows or is in respect of a period that follows the Employee’s last day of actual and active employment shall be considered as extending the Employee’s period of employment for the purposes of determining the Employee’s right under this Option.

The Employee shall have no entitlement to damages or other compensation arising from or related to not receiving any Shares or cash which would have been granted or paid to the Employee after the Employee’s last day of active and actual employment. However, nothing herein is intended to limit any statutory entitlements on termination and such statutory entitlements shall, if required, apply despite any language to the contrary.

(2) Disability or Death . Notwithstanding the vesting schedule set forth in Section 4(a) above, in the event Employee ceases to be employed by the Company or any of its Affiliates prior to the Expiration Date due to Disability or death, the Option shall become immediately 100% vested with respect to the portion of the Option not exercised prior to the date of Disability or death, and the Option may be exercised at any time within five (5) years following the earlier to occur of death or Disability, but in no event later than the Expiration Date. Should this Section 4(b)(2) become operative because of Employee’s death, or should Employee die after Employee’s Disability, then the Option may be exercised by: (i) a legatee or legatees of Employee under Employee’s last will; (ii) Employee’s personal representative(s) under Employee’s last will or, if Employee died without a will, the executor of Employee’s probate estate; or (iii) the trustee(s) of Employee’s revocable living trust or of a trust indenture of which Employee is a grantor or a beneficiary.

For purposes of this Agreement, “Disability” means disability as defined in any long-term disability plan maintained by the Company or an Affiliate which covers Employee or, in the absence of any such plan, the physical or mental condition of Employee arising prior to the Expiration Date, which in the opinion of a qualified physician chosen by the Company prevents Employee from continuing employment with the Company and its Affiliates.

(3) Retirement . In the event of Employee’s Retirement prior to the Expiration Date, the Option shall continue to vest following such Retirement as provided in Section 4(a) above and shall remain exercisable as if Employee had continued his or her employment with the Company or its Affiliates following such Retirement. In no event may any portion of this Option be exercised after the Expiration Date. Notwithstanding the vesting schedule set forth in Section 4(a) above, in the event of Employee’s death following Retirement but prior to the Expiration Date, the Option shall become immediately 100% vested with respect to the portion of the Option not exercised prior to Employee’s death. The Option may be exercised at any time within five (5) years following Employee’s death (but in no event later than the Expiration Date) by: (i) a legatee or legatees of Employee under Employee’s last will; (ii) Employee’s personal representative(s) under Employee’s last will or, if Employee died without a will, the executor of Employee’s probate estate; or (iii) the trustee(s) of Employee’s revocable living trust or of a trust indenture of which Employee is a grantor or a beneficiary.

For purposes of this Agreement, “Retirement” means termination of employment with the Company and its Affiliates after Employee has attained a combination of age and years of service that equals at least sixty-five (65); provided that, the maximum number of years of service credited for purposes of this calculation shall be ten (10).

SECTION 5

DELIVERY OF SHARES

The Company shall not be required to issue or deliver any certificates for Option Shares upon the exercise of this Option prior to (a) the admission of such shares to listing on any stock exchange on which the Company’s Common Stock may then be listed, (b) the completion of any registration and/or qualification of such shares under any state or federal laws (including without limitation the Securities Act of 1933, as amended) or rulings or regulations of any governmental regulatory body, which the Company shall determine to be necessary or advisable, or (c) if the Company so requests, the filing with the Company by Employee or the purchaser acting pursuant to Section 4(b)(2) of a representation in writing at the time of such exercise that it is his or her present intention to acquire the shares being purchased for investment and not for resale or distribution.

SECTION 6

CHANGE OF CONTROL

Notwithstanding the vesting schedule set forth in Section 4(a), in the event of a Change of Control prior to Employee’s termination, Retirement, Disability or death (as described in Section 4(b)), the Option shall become immediately 100% vested with respect to the portion of the Option not exercised prior to the Change of Control (but in no event may Employee exercise any portion of the Option after the Expiration Date).

SECTION 7

CANCELLATION

Notwithstanding anything herein to the contrary, this Agreement shall be cancelled and the Option granted hereby shall be forfeited, without any further action by the Committee, as a result of Employee’s Malfeasance. In the event of such cancellation, all rights of Employee hereunder shall terminate, irrespective of whether the Option is otherwise vested, and the Option Shares shall be available for future grant in accordance with the Plan. “Malfeasance” means (1) any conduct, act or omission that is contrary to Employee’s duties as an officer or employee of the Company or any of its Affiliates, or that is inimical or in any way contrary to the best interests of the Company or any of its Affiliates, or (2) employment of Employee by or association of Employee with an organization that competes with the Company or any of its Affiliates.

SECTION 8

MISCELLANEOUS

(a) Rights in Shares Prior to Issuance . Prior to issuance of Shares in accordance with Section 3, neither Employee nor his or her legatees, personal representatives or distributees (i) shall be deemed to be a holder of any Shares subject to this Option or (ii) have any voting rights with respect to any such Shares.

(b) Non-assignability . This Option shall not be transferable by Employee otherwise than by will or by the laws of descent and distribution; provided that, Employee may transfer the Option during his or her lifetime to a revocable living trust of which Employee is grantor, or to another form of trust indenture of which Employee is a grantor or a beneficiary. This Option may be exercised during Employee’s lifetime

only by Employee; Employee’s guardian, power of attorney, or legal representative; or the trustee of Employee’s revocable living trust or of a trust indenture of which Employee is a grantor or a beneficiary.

(c) Recoupment . The awards granted pursuant to this Agreement are subject to the terms and conditions contained in the Company’s Executive Compensation Recoupment Policy (the “Recoupment Policy”), which permits the Company to recoup all or a portion of awards made to certain employees upon the occurrence of any Recoupment Event (as defined in the Recoupment Policy).

(d) Designation of Beneficiaries . Employee may file with the Company a written designation of a beneficiary or beneficiaries to exercise, in the event of Employee’s death, the Option granted hereunder, subject to all of the provisions of this Agreement. An Employee may from time to time revoke or change any such designation of beneficiary and any designation of beneficiary under the Plan shall be controlling over any other disposition, testamentary or otherwise; provided, however, that if the Committee shall be in doubt as to the right of any such beneficiary to exercise the Option, the Committee may recognize only an exercise by the personal representative of the estate of Employee, in which case the Company, the Committee and the members thereof shall not be under any further liability to anyone.

(e) Changes in Capital Structure . If there is any change in the Common Stock by reason of any extraordinary dividend, stock dividend, spin‑off, split‑up, spin‑out, recapitalization, warrant or rights issuance or combination, exchange or reclassification of shares, merger, consolidation, reorganization, sale of substantially all assets or, in the Committee’s sole discretion, other similar or relevant event, then the number, kind and class of shares available for Options and the number, kind and class of shares subject to outstanding Options and the exercise price thereof, as applicable, shall be appropriately adjusted by the Committee. The issuance of Shares for consideration and the issuance of Share rights shall not be considered a change in the Company’s capital structure. No adjustment provided for in this Section shall require the issuance of any fractional shares.

(f) Right to Continued Employment . Nothing in this Agreement shall confer on Employee any right to continued employment or interfere with the right of an employer to terminate Employee’s employment at any time.

(g) Option Not An Incentive Stock Option . This Option is not, and will not be treated as, an Incentive Stock Option under Section 422 of the Code.

(h) Tax Withholding . Employee must pay, or make arrangements acceptable to the Company for the payment of any and all federal, state and local tax withholding that in the opinion of the Company is required by law. Unless Employee satisfies any such tax withholding obligation by paying the amount in cash or by check, the Company will withhold Shares having a Fair Market Value on the date of withholding equal to the tax withholding obligation.

(i) Copy of Plan . By signing this Agreement, Employee acknowledges receipt of a copy of the Plan and any offering circular related to the Plan.

(j) Choice of Law; Venue . This Agreement will be governed by the laws of the State of Missouri, without giving regard to the conflict of law provisions thereof. Any legal action arising out of this Agreement may only be brought in the Circuit Court in St. Louis County and/or the United States District Court in St. Louis, Missouri.

(k) Execution . An authorized representative of the Company has signed this Agreement, and Employee has signed this Agreement to evidence Employee’s acceptance of the award on the terms specified in this Agreement and the Plan, all as of the Date of Grant.

(l) Language . The parties acknowledge that it is their express wish that this Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English. Les parties reconnaissent avoir exigé la redaction en anglais de cette convention ainsi que de tous documents exécutés, avis donnés et procedures judiciaries intentées, directement ou indirectement, relativement à la présente convention .

SECTION 9

TERMS OF THE PLAN

This award is granted under and is expressly subject to all the terms and provisions of the Plan, which terms are incorporated herein by reference. Capitalized terms used and not otherwise defined in this Agreement shall have the same meanings ascribed to them in the Plan.

Signature page follows.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of this ___ day of ________, _____.

“Company”

Reinsurance Group of America, Incorporated

By:

Name: Anna Manning

Title: President & Chief Executive Officer

“Employee”

Name:

Exhibit 31.1

CEO CERTIFICATION

I, Anna Manning, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Reinsurance Group of America, Incorporated;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: August 3, 2018				/s/ Anna Manning
				Anna Manning
				President & Chief Executive Officer

Exhibit 31.2

CFO CERTIFICATION

I, Todd C. Larson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Reinsurance Group of America, Incorporated;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: August 3, 2018				/s/ Todd C. Larson
				Todd C. Larson
				Senior Executive Vice President & Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Reinsurance Group of America, Incorporated and subsidiaries, (the “Company”), for the quarterly period ended June 30, 2018 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Anna Manning, Chief Executive Officer of the Company, certifies, to her best knowledge and belief, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: August 3, 2018				/s/ Anna Manning
				Anna Manning
				President & Chief Executive Officer

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Reinsurance Group of America, Incorporated and subsidiaries, (the “Company”), for the quarterly period ended June 30, 2018 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Todd C. Larson, Chief Financial Officer of the Company, certifies, to his best knowledge and belief, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: August 3, 2018				/s/ Todd C. Larson
				Todd C. Larson
				Chief Financial Officer
				& Senior Executive Vice President