REINSURANCE GROUP OF AMERICA INCRGA
REINSURANCE GROUP OF AMERICA INC Debt Disclosure
FINANCING ACTIVITIES
Long-Term Debt
The Company’s long-term debt consists of the following as of December 31, 2025 and 2024 (dollars in millions):
| 2025 | 2024 | |||||||||||||
$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 | 599 | 598 | ||||||||||||
$400 million 6.00% Senior Notes due 2033 | 399 | 399 | ||||||||||||
$650 million 5.75% Senior Notes due 2034 | 646 | 646 | ||||||||||||
$100 million 4.09% Promissory Note due 2039 | 67 | 70 | ||||||||||||
$500 million 7.125% Surplus Notes due 2043 | 425 | 450 | ||||||||||||
$500 million 4.00% Surplus Notes due 2051 | 500 | 500 | ||||||||||||
$700 million 7.125% Fixed-Rate Reset Subordinated Debentures due 2052 | 700 | 700 | ||||||||||||
$700 million 6.650% Fixed-Rate Reset Subordinated Debentures due 2055 | 700 | — | ||||||||||||
$400 million 5.75% Fixed-to-Floating Subordinated Debentures due 2056 | 400 | 400 | ||||||||||||
$400 million Variable Rate Junior Subordinated Debentures due 2065 | 319 | 319 | ||||||||||||
| Subtotal | 5,754 | 5,081 | ||||||||||||
| Unamortized issuance costs | (44) | (39) | ||||||||||||
| Long-term debt | $ | 5,710 | $ | 5,042 | ||||||||||
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.
2025 Subordinated Debt Issuances
On March 3, 2025, the Company issued 6.650% fixed-rate reset subordinated debentures due 2055 with a face amount of $700 million which were used for general corporate purposes, including funding the Company’s obligations with respect to the reinsurance transaction executed with Equitable Holdings that was completed on July 31, 2025. Capitalized issuance costs were $9 million.
2024 Senior Note Issuance
On May 13, 2024, the Company issued 5.75% fixed rate Senior Notes due 2034 with a face amount of $650 million which were used for general corporate purposes. Capitalized issuance costs were $6 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, 2025 and 2024, the Company had $5,754 million and $5,081 million, respectively, in outstanding borrowings under its debt agreements and was in compliance with all covenants under those agreements. As of December 31, 2025 and 2024, the average interest rate on long-term debt outstanding was 5.33% and 5.16%, respectively.
The ability of the Company to make debt principal and interest payments depends on the earnings and surplus of subsidiaries, investment earnings on undeployed capital proceeds, and the Company’s ability to raise additional funds. Future principal payments due on long-term debt, excluding discounts, as of December 31, 2025, were as follows (dollars in millions):
| Calendar Year | |||||||||||||||||||||||||||||||||||
| 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | ||||||||||||||||||||||||||||||
| Long-term debt | $ | 404 | $ | 4 | $ | 4 | $ | 604 | $ | 604 | $ | 4,141 | |||||||||||||||||||||||
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, 2025 and 2024, there were approximately $398 million and $126 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 U.K. As of December 31, 2025 and 2024, $673 million and $1.1 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 four committed credit facilities, a syndicated revolving credit facility and eight uncommitted letter of credit facilities. The committed credit facilities have a combined capacity of $1.1 billion while the syndicated revolving credit facility is for $850 million and the uncommitted letter of credit facilities have a combined capacity of $1.8 billion. The Company may borrow cash and obtain letters of credit in multiple currencies under its syndicated revolving credit facility. The Company’s subsidiaries, RGA Reinsurance and RGA Americas, maintain a $200 million committed facility to provide contingent capital to RGA Reinsurance and RGA Americas.
The following table provides additional information on the Company’s existing committed credit facilities as of December 31, 2025 and 2024 (dollars in millions):
Amount Utilized (1) December 31, | |||||||||||||||||||||||||||||
| Current Capacity | Maturity Date | 2025 | 2024 | Basis of Fees | |||||||||||||||||||||||||
| $ | 150 | April 2027 | $ | 150 | $ | 112 | Credit rating | ||||||||||||||||||||||
| 200 | August 2027 | 150 | 200 | Credit rating | |||||||||||||||||||||||||
| 850 | March 2028 | — | — | Credit rating | |||||||||||||||||||||||||
| 500 | November 2028 | 170 | 294 | Credit rating and utilization % | |||||||||||||||||||||||||
| 200 | May 2029 | 99 | 99 | Credit rating | |||||||||||||||||||||||||
(1)Represents issued but undrawn letters of credit. There was no cash borrowed for the periods presented.
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 $9 million, $10 million and $6 million for the years ended December 31, 2025, 2024 and 2023, respectively, and are included in policy acquisition costs and other insurance expenses.
Facility Agreement for Senior Notes Issuance
On June 4, 2025, the Company entered into a 30-year facility agreement with a Delaware trust (the “Trust”) in connection with the sale by the Trust of $1.0 billion of pre-capitalized securities. The Trust invested the proceeds from the sale of its securities in a portfolio of principal and interest strips of U.S. Treasury securities.
The facility agreement provides the Company with the right to issue and sell to the Trust from time to time up to $1.0 billion of its 6.722% senior notes due 2055 in exchange for a corresponding amount of the U.S. Treasury securities held by the Trust. In return, the Company agreed to pay a semi-annual facility fee to the Trust at a rate of 1.789% per year applied to the maximum amount of senior notes that the Company could issue to the Trust. The Company can redeem the 6.722% senior notes due 2055
at any time, in whole or in part. At December 31, 2025, the Company had not issued any senior notes under the facility agreement.
The issuance right under the facility agreement will be exercised automatically in full upon the Company’s failure to make certain payments to the Trust, or upon certain bankruptcy events involving RGA. The Company is also required to exercise the issuance right in full if its consolidated shareholders’ equity (excluding AOCI and noncontrolling interests) falls below a minimum threshold of $2.0 billion and upon certain other events described in the facility agreement.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 20, 2026 | Showing above |
| 2024 | Feb 21, 2025 | |
| 2022 | Feb 24, 2023 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.