
	2023		2022
$400 million 4.70% Senior Notes due 2023	$	—	$	400
$400 million 3.95% Senior Notes due 2026	400		400
$600 million 3.90% Senior Notes due 2029	599		599
$600 million 3.15% Senior Notes due 2030	598		598
$400 million 6.00% Senior Notes due 2033	399		—
$100 million 4.09% Promissory Note due 2039	74		77
$500 million 7.125% Surplus Notes due 2043	475		—
$500 million 4.00% Surplus Notes due 2051	500		500
$700 million 7.125% Subordinated Debentures due 2052	700		700
$400 million 5.75% Subordinated Debentures due 2056	400		400
$400 million Variable Rate Junior Subordinated Debentures due 2065	319		319
Sub-total	4,464		3,993
Unamortized issuance costs	(37)		(32)
Long-term Debt	$	4,427	$	3,961

RGA has entered into an interest rate swap on its Variable Rate Junior Subordinated Debentures that effectively fixes the interest rate on these securities at 4.82% until December 2037.

On June 8, 2023, the Company issued 6.00% fixed rate Senior Notes due 2033 with a face amount of $400 million, which was used to repay upon maturity the $400 million 4.70% Senior Notes that matured on September 15, 2023. Capitalized issuance costs were $4 million.

On March 23, 2023, Chesterfield Reinsurance Company, a subsidiary of RGA, issued 7.125% Surplus Notes due 2043, with a face amount of $500 million. Capitalized issue costs were $6 million. The loan is expected to be repaid over the term of the loan based on available funds and regulatory approval. As of December 31, 2023, the amount outstanding is $475 million.

On March 13, 2023, the Company entered into a new syndicated revolving credit facility with a five year term and an overall capacity of $850 million, replacing its existing $850 million syndicated revolving credit facility, which was scheduled to mature in August 2023. The Company may borrow cash and may obtain letters of credit in multiple currencies under this facility.

On September 15, 2022, RGA announced a cash tender offer for any and all of its outstanding 6.20% Fixed-to-Floating Rate Subordinated Debentures due 2042 (the “2042 Debentures”) at a price of $25.20 for each $25 principal amount. The tender offer expired on September 22, 2022, and a total of $151 million or approximately 38%, of the aggregate principal amount of the 2042 Debentures were tendered. The Company redeemed the remaining debentures in accordance with the indenture governing the 2042 Debentures on December 15, 2022.

On September 23, 2022, RGA issued 7.125% fixed-rate reset subordinated debentures due October 15, 2052, with a face amount of $700 million. This security has been registered with the Securities and Exchange Commission. The net proceeds were approximately $690 million and a portion was used to pay for the tender offer and redemption of the 2042 Debentures. The remaining proceeds will be used for general corporate purposes. Capitalized issue costs were approximately $9 million.

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. 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 the amounts set forth in those agreements, bankruptcy proceedings, or any other event that results in the acceleration of the maturity of indebtedness. As of December 31, 2023 and 2022, the Company had $4,464 million and $3,993 million, respectively, in outstanding borrowings under its debt agreements and was in compliance with all covenants under those agreements. As of December 31, 2023 and 2022, the average interest rate on long-term debt outstanding was 5.09% and 4.71%, respectively.

The ability of the Company to make debt principal and interest payments depends on the earnings and surplus of subsidiaries, investment earnings on undeployed capital proceeds, and the Company’s ability to raise additional funds. Future principal payments due on long-term debt, excluding discounts, as of December 31, 2023, were as follows (dollars in millions):


	Calendar Year
	2024		2025		2026		2027		2028		Thereafter
Long-term debt	$	3	$	4	$	404	$	4	$	4	$	4,050

Credit and Committed Facilities

The Company has obtained bank letters of credit in favor of various affiliated and unaffiliated insurance companies from which the Company assumes business. These letters of credit represent guarantees of performance under the reinsurance agreements and allow ceding companies to take statutory reserve credits. Certain of these letters of credit contain financial covenant restrictions. At December 31, 2023 and 2022, there were approximately $54 million and $128 million, respectively, of undrawn outstanding bank letters of credit in favor of third parties. Additionally, the Company utilizes letters of credit primarily to secure 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. As of December 31, 2023 and 2022, $728 million and $1.5 billion, respectively, in undrawn letters of credit from various banks were outstanding, primarily backing reinsurance between the various subsidiaries of the Company. The banks providing letters of credit to the Company are included on the NAIC list of approved banks.

The Company maintains seven committed credit facilities, a syndicated revolving credit facility and six letter of credit facilities. The committed credit facilities have a combined capacity of $928 million while the syndicated revolving credit facility is for $850 million and the remaining letter of credit facilities have a capacity of $1.3 billion. The Company may borrow cash and obtain letters of credit in multiple currencies under its syndicated revolving credit facility. The following table provides additional information on the Company’s existing committed credit facilities as of December 31, 2023 and 2022 (dollars in millions):


				Amount Utilized(1) December 31,
Current Capacity			Maturity Date	2023		2022		Basis of Fees
$	100		February 2024	$	97	$	97	Fixed
125			March 2024	104		103		Fixed
3		(2)	December 2024	3		3		Fixed
100			August 2024	29		30		Fixed
100			May 2025	60		70		Fixed
850			March 2028	—		1		Credit rating
500			November 2028	99		346		Credit rating and utilization %

(1)Represents issued but undrawn letters of credit. There was no cash borrowed for the periods presented.

(2)Foreign currency denominated facility, amounts presented are in U.S. dollars.

Fees associated with the Company’s other letters of credit are not fixed for periods in excess of one year and are based on the Company’s ratings and the general availability of these instruments in the marketplace. Total fees expensed associated with the Company’s letters of credit were $6 million, $11 million and $11 million for the years ended December 31, 2023, 2022 and 2021, respectively, and are included in policy acquisition costs and other insurance expenses.

Debt Instrument Redemption Price

$ 25.20

Debt Instrument Redemption Principal Amount

$ 25

Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed

38.00%

Senior Notes Due 2026 [Member]

Debt Instrument [Line Items]

Debt Instrument, Interest Rate, Stated Percentage

3.95%

Debt Instrument, Face Amount

$ 400,000,000