A Dark Vector Cognition product

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

63K characters. Original on sec.gov · Markdown

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Index of documents filed as a part of this report:

Page of this report
Financial Statements:
Globe Life Inc. and Subsidiaries:
Report of Independent Registered Public Accounting Firm49
Consolidated Balance Sheets at December 31, 2019 and 201851
Consolidated Statements of Operations for each of the three years in the period ended December 31, 201952
Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 201953
Consolidated Statements of Shareholders’ Equity for each of the three years in the period ended December 31, 201954
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 201955
Notes to Consolidated Financial Statements56
Schedules Supporting Financial Statements for each of the three years in the period ended December 31, 2019:
II. Condensed Financial Information of Registrant (Parent Company)123
IV. Reinsurance (Consolidated)127
Schedules not referred to have been omitted as inapplicable or not required by Regulation S-X.

GL 2019 FORM 10-K

EXHIBITS

Exhibit No.DescriptionFormFiling DateRelated ExhibitPage of this Report
3.1Restated Certificate of Incorporation of Globe Life Inc.8-KAugust 8, 20193.2
3.2Amended and Restated By-Laws of Globe Life Inc., as amended August 8, 20198-KAugust 8, 20193.3
4.1Trust Indenture dated as of February 1, 1987 between Torchmark Corporation and Morgan Guaranty Trust Company of New York, as Trustee10-KFebruary 27, 20184.1
4.2Fourth Supplemental Indenture dated as of September 24, 2012 between Torchmark Corporation and The Bank of New York Mellon Trust Company, N. A., as Trustee, supplementing the Indenture dated February 1, 19878-KSeptember 24, 20124.2
4.3Junior Subordinated Indenture, dated November 2, 2001, between Torchmark Corporation and The Bank of New York defining the rights of the 7 3/4% Junior Subordinated Debentures8-KNovember 2, 20014.3
4.4Second Supplemental Indenture dated as of April 5, 2016 between Torchmark Corporation and The Bank of New York Mellon Trust Company of New York, N.A., as Trustee, supplementing the Junior Subordinated Indenture dated as of November 2, 20018-KApril 5, 20164.3
4.5Third Supplemental Indenture dated as of November 17, 2017 between Torchmark Corporation and Regions Bank, as Trustee, supplementing the Junior Subordinated Indenture dated as of November 2, 20018-KNovember 17, 20174.4
4.6Senior Indenture, dated as of September 24, 2018, between Torchmark Corporation and Regions Bank, as TrusteeS-3September 24, 20184.1
4.7First Supplemental Indenture, dated as of September 27, 2018, between Torchmark Corporation and Regions Bank, as Trustee8-KSeptember 27, 20184.2
10.1Torchmark Corporation Restated Deferred Compensation Plan for Directors, Advisory Directors, Directors Emeritus and Officers, as amended*10-KFebruary 27, 201810.1
10.2Amendment One to the Torchmark Corporation Restated Deferred Compensation Plan for Directors, Advisory Directors, Directors Emeritus and Officers*10-KFebruary 27, 200910.54
10.3Amendment Two to the Torchmark Corporation Restated Deferred Compensation Plan*10-KFebruary 27, 200910.55
10.4Form of Retirement Life Insurance Benefit Agreement ($1,995,000 face amount limit)*10-KMarch 22, 200210.Z
10.5Form of Retirement Life Insurance Benefit Agreement ($495,000 face amount limit)*10-KMarch 22, 200210.AA
10.6Torchmark Corporation Supplemental Executive Retirement Plan*8-KJanuary 25, 200710.1
10.7Amendment No. 1 to the Torchmark Corporation Supplemental Executive Retirement Plan*10-KFebruary 29, 200810.53
10.8Amendment No. 2 to the Torchmark Corporation Supplemental Executive Retirement Plan*10-KFebruary 29, 200810.54
10.9Amendment Three to the Torchmark Corporation Supplemental Executive Retirement Plan*10-KFebruary 27, 200910.53
10.10Amendment Four to the Torchmark Corporation Supplemental Executive Retirement Plan*10-KFebruary 27, 202010.10
10.11Amendment Five to the Torchmark Corporation Supplemental Executive Retirement Plan*8-KMay 5, 201510.1
10.12Amendment Six to the Torchmark Corporation Supplemental Executive Retirement Plan*10-KMarch 1, 201910.11

GL 2019 FORM 10-K

Exhibit No.DescriptionFormFiling DateRelated ExhibitPage of this Report
10.13Torchmark Corporation Non-Employee Director Compensation Plan, as amended and restated*8-KApril 29, 200810.1
10.14Form of Restricted Stock Unit Award Notice under Torchmark Corporation Non-Employee Director Compensation Plan*10-KFebruary 29, 200810.58
10.15Receivables Purchase Agreement dated as of December 31, 2008 among AILIC Receivables Corporation, American Income Life Insurance Company and TMK Re, Ltd.8-KJanuary 6, 200910.1
10.16Amendment No.1 to Receivables Purchase Agreement dated as of December 31, 2008 among AILIC Receivables Corporation, American Income Life Insurance Company, and TMK Re, Ltd.10-KFebruary 28, 201410.58
10.17Amendment No.2 to Receivables Purchase Agreement dated as of December 31, 2008 among AILIC Receivables Corporation, American Income Life Insurance Company, and TMK Re, Ltd.10-KMarch 1, 201910.17
10.18Torchmark Corporation 2011 Incentive Plan*8-KMay 4, 201110.1
10.19First Amendment to Torchmark Corporation 2011 Incentive Plan*8-KApril 29, 201410.1
10.20Form of Ten year Stock Option under Torchmark Corporation 2011 Incentive Plan*8-KMay 4, 201110.4
10.21Form of Seven year Stock Option under Torchmark Corporation 2011 Incentive Plan*8-KMay 4, 201110.5
10.22Form of Performance Share Award under Torchmark Corporation 2011 Incentive Plan*8-KFebruary 27, 201210.1
10.23Form of Seven Year Stock Option Grant Agreement under Torchmark Corporation 2011 Incentive Plan, as amended with Non-Compete, Non-Solicit and Confidentiality Provisions*10-KFebruary 27, 201710.75
10.24Form of Ten Year Stock Option Grant Agreement under Torchmark Corporation 2011 Incentive Plan, as amended with Non-Compete, Non-Solicit and Confidentiality Provisions*10-KFebruary 27, 201710.76
10.25Form of Performance Share Award Certificate under Torchmark Corporation 2011 Incentive Plan, as amended with Non-Compete, Non-Solicit and Confidentiality Provisions*10-KFebruary 27, 201710.77
10.26Form of Seven Year Stock Option Grant Agreement (Special) under Torchmark Corporation 2011 Incentive Plan, as amended with Non-Compete, Non-Solicit and Confidentiality Provisions*10-KFebruary 27, 201710.78
10.27Torchmark Corporation Amended 2011 Non-Employee Director Compensation Plan, effective January, 201710-KFebruary 27, 201710.55
10.28Form of Stock Option under Torchmark Corporation 2011 Non-Employee Director Compensation Plan*10-KFebruary 28, 201110.57
10.29Form of Restricted Stock Unit Award Notice under Torchmark Corporation 2011 Non-Employee Director Compensation Plan*10-KFebruary 28, 201110.59
10.30Torchmark Corporation 2018 Incentive Plan*8-KMay 2, 201810.1
10.31First Amendment to Torchmark Corporation 2018 Incentive Plan*10-KFebruary 27, 202010.31
10.32Amended Torchmark Corporation 2018 Non-Employee Director Compensation Plan*10-KFebruary 27, 202010.32
10.33Form of Performance Share Award under Torchmark Corporation 2018 Incentive Plan*8-KMay 2, 201810.3
10.34Form of Performance Share Award under Globe Life Inc. 2018 Incentive Plan*10-KFebruary 27, 202010.34

GL 2019 FORM 10-K

Exhibit No.DescriptionFormFiling DateRelated ExhibitPage of this Report
10.35Form of Seven Year Stock Option under Torchmark Corporation 2018 Incentive Plan*8-KMay 2, 201810.4
10.36Form of Seven Year Stock Option under Globe Life Inc. 2018 Incentive Plan*10-KFebruary 27, 202010.36
10.37Form of Seven Year Stock Option under Torchmark Corporation 2018 Incentive Plan with Non-Compete, Non-Solicit and Confidentiality Provisions*8-KMay 2, 201810.5
10.38Form of Seven Year Stock Option under Globe Life Inc. 2018 Incentive Plan with Non-Compete, Non-Solicit and Confidentiality Provisions*10-KFebruary 27, 202010.38
10.39Form of Seven Year Stock Option under Globe Life Inc. 2018 Incentive Plan with Non-Compete, Non-Solicit and Confidentiality Provisions (Special)*10-KFebruary 27, 202010.39
10.40Form of Ten Year Stock Option under Torchmark Corporation 2018 Incentive Plan*8-KMay 2, 201810.6
10.41Form of Ten Year Stock Option under Torchmark Corporation 2018 Incentive Plan with Non-Compete, Non-Solicit and Confidentiality Provisions*8-KMay 2, 201810.7
10.42Form of Stock Option under Torchmark Corporation 2018 Non-Employee Director Compensation Plan*8-KMay 2, 201810.8
10.43Form of Restricted Stock Unit Award Notice under Torchmark Corporation 2018 Non-Employee Director Compensation Plan*8-KMay 2, 201810.10
10.44Form of Stock Option under Globe Life Inc. 2018 Non-Employee Director Compensation Plan*10-KFebruary 27, 202010.44
10.45Form of Restricted Stock under Globe Life Inc. 2018 Non-Employee Director Compensation Plan*10-KFebruary 27, 202010.45
10.46Form of Restricted Stock Unit Award Notice under Globe Life Inc. 2018 Non-Employee Director Compensation Plan*10-KFebruary 27, 202010.46
10.47Torchmark Corporation 2019 Management Incentive Plan (effective as of January 1, 2019)*8-KMarch 4, 201910.1
10.48The Torchmark Corporation Amended and Restated Pension Plan Generally Effective as of January 1, 2014*10-KFebruary 26, 201610.14
10.49Torchmark Corporation Pension Plan 2016 Amendment to Limit Eligibility (effective December 31, 2016)*10-KFebruary 27, 201710.8
10.502019 First Amendment to the Torchmark Corporation Pension Plan*10-KFebruary 27, 202010.50
10.51Amendment to the Globe Life Inc. Pension Plan*10-KFebruary 27, 202010.51
10.52Globe Life Inc. Savings and Investment Plan*10-KFebruary 27, 202010.52
10.53Payments to Directors*10-QMay 7, 201910.51
10.54Second Amended and Restated Credit Agreement dated as of May 17, 2016 among Torchmark Corporation, as the Borrower, TMK Re, Ltd., as a Loan Party, Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender and L/C Administrator and the other lenders party thereto8-KMay 18, 201610.1
20Proxy Statement for Annual Meeting of Shareholders to be held April 30, 2020**DEF14-AMarch 19, 2020
21Subsidiaries of the registrant10-KFebruary 27, 202021123
23Consent of Deloitte & Touche LLP10-KFebruary 27, 202023
24Powers of attorney10-KFebruary 27, 202024
31.1Rule 13a-14(a)/15d-14(a) Certification by Gary L. Coleman10-KFebruary 27, 202031.1
31.2Rule 13a-14(a)/15d-14(a) Certification by Larry M. Hutchison10-KFebruary 27, 202031.2

GL 2019 FORM 10-K

Exhibit No.DescriptionFormFiling DateRelated ExhibitPage of this Report
31.3Rule 13a-14(a)/15d-14(a) Certification by Frank M. Svoboda10-KFebruary 27, 202031.3
32.1Section 1350 Certification by Gary L. Coleman, Larry M. Hutchison and Frank M. Svoboda10-KFebruary 27, 202032.1
101.INSXBRL Instance Document- the instance document does not appear in the Interactive Data file because the XBRL tags are embedded within the Inline XBRL document.10-KFebruary 27, 2020101.INS
101.SCHInline XBRL Taxonomy Extension Schema Document.10-KFebruary 27, 2020101.SCH
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.10-KFebruary 27, 2020101.CAL
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.10-KFebruary 27, 2020101.LAB
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.10-KFebruary 27, 2020101.PRE
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.10-KFebruary 27, 2020101.DEF
104Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101).10-KFebruary 27, 2020104
  • Compensatory plan or arrangement.

** To be filed with the Securities and Exchange Commission within 120 days after the fiscal year ended December 31, 2019.

Exhibit 21. Subsidiaries of the Registrant: The following table lists subsidiaries of the registrant which meet the definition of “significant subsidiary” according to Regulation S-X:

Name Under Which Company Does BusinessState of IncorporationDistribution Channel (Division)
Globe Life And Accident Insurance CompanyNebraskaDirect to Consumer
American Income Life Insurance CompanyIndianaAmerican Income Life Division
Liberty National Life Insurance CompanyNebraskaLiberty National Division

While United American Insurance Company (Nebraska) and Family Heritage Life Insurance Company of America (Ohio) do not qualify as a significant subsidiaries in accordance with Regulation S-X, management views these subsidiaries as significant to our operations.

All other exhibits required by Regulation S-K are listed as to location in the “Index of documents filed as a part of this report” in this report. Exhibits not referred to have been omitted as inapplicable or not required.

GL 2019 FORM 10-K

GLOBE LIFE INC.

(PARENT COMPANY)

SCHEDULE II. CONDENSED FINANCIAL INFORMATION OF REGISTRANT

Condensed Balance Sheets

(Dollar amounts in thousands)

December 31,
20192018
Assets:
Investments:
Long-term investments$28,728$29,603
Short-term investments3,40121
Total investments32,12929,624
Cash873760
Investment in affiliates9,020,0737,128,588
Due from affiliates96,12996,110
Taxes receivable from affiliates50,30250,656
Other assets160,723152,103
Total assets$9,360,229$7,457,841
Liabilities:
Short-term debt$298,738$307,848
Long-term debt1,498,8511,507,000
Due to affiliates3,5323,002
Other liabilities264,801224,814
Total liabilities2,065,9222,042,664
Shareholders’ equity:
Preferred stock351351
Common stock117,218121,218
Additional paid-in capital882,065874,925
Accumulated other comprehensive income1,844,830319,475
Retained earnings5,551,3295,213,468
Treasury stock(1,101,486)(1,114,260)
Total shareholders’ equity7,294,3075,415,177
Total liabilities and shareholders’ equity$9,360,229$7,457,841

See Notes to Condensed Financial Statements and accompanying Report of Independent Registered

Public Accounting Firm.

GL 2019 FORM 10-K

GLOBE LIFE INC.

(PARENT COMPANY)

SCHEDULE II. CONDENSED FINANCIAL INFORMATION OF REGISTRANT (continued)

Condensed Statement of Operations

(Dollar amounts in thousands)

Year Ended December 31,
201920182017
Net investment income$28,869$28,077$26,130
Realized gains (losses)—(11,078)(2,791)
Total revenue28,86916,99923,339
General operating expenses68,41965,76261,447
Reimbursements from affiliates(65,928)(61,620)(52,776)
Interest expense89,31794,15988,474
Total expenses91,80898,30197,145
Operating income (loss) before income taxes and equity in earnings of affiliates(62,939)(81,302)(73,806)
Income taxes13,13315,262(9,874)
Net operating loss before equity in earnings of affiliates(49,806)(66,040)(83,680)
Equity in earnings of affiliates, net of tax810,596767,5061,538,174
Net income760,790701,4661,454,494
Other comprehensive income (loss):
Attributable to Parent Company(11,379)23,805(8,409)
Attributable to affiliates1,536,734(1,128,604)602,709
Comprehensive income (loss)$2,286,145$(403,333)$2,048,794

See Notes to Condensed Financial Statements and accompanying Report of Independent Registered

Public Accounting Firm.

GL 2019 FORM 10-K

GLOBE LIFE INC.

(PARENT COMPANY)

SCHEDULE II. CONDENSED FINANCIAL INFORMATION OF REGISTRANT—(continued)

Condensed Statement of Cash Flows

(Dollar amounts in thousands)

Year Ended December 31,
201920182017
Net income$760,790$701,466$1,454,494
Equity in earnings of affiliates(810,596)(767,506)(1,538,174)
Cash dividends from subsidiaries479,988448,142453,904
Other, net65,58464,73452,957
Cash provided from operations495,766446,836423,181
Cash provided from (used for) investing activities:
Net decrease (increase) in short-term investments(3,380)5,603(5,624)
Investment in subsidiaries—(140,000)(31,000)
Additions to properties(32)(19,888)(7,230)
Loaned money to affiliates(501,764)(584,000)(180,000)
Repayments from affiliates501,764584,000180,000
Cash provided from (used for) investing activities(3,412)(154,285)(43,854)
Cash provided from (used for) financing activities:
Repayment of debt(6,875)(327,762)(126,875)
Proceeds from issuance of debt—550,000125,000
Payment for debt issuance costs—(6,969)(1,661)
Net issuance (repayment) of commercial paper(11,610)(22,719)61,092
Issuance of stock82,77136,09161,215
Acquisitions of treasury stock(459,569)(421,749)(412,989)
Borrowed money from affiliate277,000197,690278,500
Repayments to affiliates(276,500)(202,690)(270,500)
Payment of dividends(97,458)(94,691)(92,101)
Cash provided from (used for) financing activities(492,241)(292,799)(378,319)
Net increase (decrease) in cash113(248)1,008
Cash balance at beginning of period7601,008—
Cash balance at end of period$873$760$1,008

See Notes to Condensed Financial Statements and accompanying Report of Independent Registered

Public Accounting Firm.

GL 2019 FORM 10-K

GLOBE LIFE INC.

(PARENT COMPANY)

SCHEDULE II. CONDENSED FINANCIAL INFORMATION OF REGISTRANT (continued)

Notes to Condensed Financial Statements

(Dollar amounts in thousands)

Note A—Dividends from Subsidiaries

Cash dividends paid to Globe Life from the subsidiaries were as follows:

Year Ended December 31,
201920182017
Dividends from subsidiaries$479,988$448,142$453,904

Note B—Supplemental Disclosures of Cash Flow Information

The following table summarizes non-cash transactions, which are not reflected on the Condensed Statements of Cash Flows:

Year Ended December 31,
201920182017
Stock-based compensation not involving cash$44,843$39,792$37,034
Investment in subsidiaries—11,899317,027
Dividend of property to Parent—11,889—

The following table summarizes certain amounts paid (received) during the period:

Year Ended December 31,
201920182017
Interest paid$86,868$86,982$86,606
Income taxes paid (received)(16,617)(21,377)(19,961)

Note C—Preferred Stock

As of December 31, 2019, Globe Life had 351 thousand shares of Cumulative Preferred Stock, Series A, issued and outstanding, of which 280 thousand shares were 6.50% Cumulative Preferred Stock, Series A, and 71 thousand shares were 7.15% Cumulative Preferred Stock, Series A (collectively, the “Series A Preferred Stock”). All issued and outstanding shares of Series A Preferred Stock were held by wholly-owned insurance subsidiaries. In the event of liquidation, the holders of the Series A Preferred Stock at the time outstanding would be entitled to receive a liquidating distribution out of the assets legally available to stockholders in the amount of $1 thousand per share or $351 million in the aggregate, plus any accrued and unpaid dividends, before any distribution is made to holders of Globe Life common stock. Holders of Series A Preferred Stock do not have any voting rights nor have rights to convert such shares into shares of any other class of Globe Life capital stock.

See accompanying Report of Independent Registered Public Accounting Firm.

GL 2019 FORM 10-K

GLOBE LIFE INC.

SCHEDULE IV. REINSURANCE (CONSOLIDATED)

(Dollar Amounts in thousands)

Gross AmountCeded to Other Companies(1)Assumed from Other CompaniesNet AmountPercentage of Amount Assumed to Net
For the Year Ended December 31, 2019
Life insurance in force$191,249,516$676,988$2,774,388$193,346,9161.4
Premiums(2):
Life insurance$2,486,127$4,357$20,384$2,502,1540.8
Health insurance1,080,8693,523—1,077,346—
Total premium$3,566,996$7,880$20,384$3,579,5000.6
For the Year Ended December 31, 2018
Life insurance in force$185,212,195$688,384$3,019,737$187,543,5481.6
Premiums(2):
Life insurance$2,373,423$4,581$21,305$2,390,1470.9
Health insurance1,019,0073,668—1,015,339—
Total premium$3,392,430$8,249$21,305$3,405,4860.6
For the Year Ended December 31, 2017
Life insurance in force$179,902,605$705,152$3,211,423$182,408,8761.8
Premiums(2):
Life insurance$2,272,038$4,437$21,912$2,289,5131.0
Health insurance980,0823,709—976,373—
Total premium$3,252,120$8,146$21,912$3,265,8860.7

(1)No amounts have been netted against ceded premium.

(2)Excludes policy charges of $15.6 million, $16.4 million, and $17.0 million in each of the years 2019, 2018, and 2017, respectively.

See accompanying Report of Independent Registered Public Accounting Firm.

GL 2019 FORM 10-K

SIGNATURES

Pursuant to the requirements of Section 12 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GLOBE LIFE INC.
By:/s/ GARY L. COLEMAN
Gary L. Coleman
Co-Chairman and Chief Executive Officer and Director
By:/s/ LARRY M. HUTCHISON
Larry M. Hutchison
Co-Chairman and Chief Executive Officer and Director
By:/s/ FRANK M. SVOBODA
Frank M. Svoboda
Executive Vice President and Chief Financial Officer
By:/s/ M. SHANE HENRIE
M. Shane Henrie
Corporate Senior Vice President and Chief Accounting Officer

Date: February 26, 2020

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:/s/ CHARLES E. ADAIR *By:/s/ ROBERT W. INGRAM *
Charles E. AdairRobert W. Ingram
DirectorDirector
By:/s/ LINDA L. ADDISON *By:/s/ STEVEN P. JOHNSON *
Linda L. AddisonSteven P. Johnson
DirectorDirector
By:/s/ MARILYN A. ALEXANDER *By:/s/ DARREN M. REBELEZ *
Marilyn A. AlexanderDarren M. Rebelez
DirectorDirector
By:/s/ CHERYL D. ALSTON *By:/s/ MARY E. THIGPEN *
Cheryl D. AlstonMary E. Thigpen
DirectorDirector
By:/s/ JANE M. BUCHAN *
Jane M. Buchan
Director
Date: February 26, 2020
*By:/s/ FRANK M. SVOBODA
Frank M. Svoboda
Attorney-in-fact

GL 2019 FORM 10-K

Previous: Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES