Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

55K 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 Firm54
Consolidated Balance Sheets at December 31, 2021 and 202056
Consolidated Statements of Operations for each of the three years in the period ended December 31, 202157
Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 202158
Consolidated Statements of Shareholders’ Equity for each of the three years in the period ended December 31, 202159
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 202160
Notes to Consolidated Financial Statements61
Schedules Supporting Financial Statements for each of the three years in the period ended December 31, 2021:
II. Condensed Financial Information of Registrant (Parent Company)129
IV. Reinsurance (Consolidated)133
Schedules not referred to have been omitted as inapplicable or not required by Regulation S-X.

GL 2021 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 February 24, 20218-KFebruary 25, 20213.2
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
4.5Third 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
4.6Fourth Supplemental Indenture dated as of June 14, 2021 between Globe Life Inc. and Regions Bank, as Trustee, supplementing the Junior Subordinated Indenture dated as of November 2, 20018-KJune 14, 20214.2
4.7Senior Indenture, dated as of September 24, 2018, between Torchmark Corporation and Regions Bank, as TrusteeS-3September 24, 20184.1
4.8First Supplemental Indenture, dated as of September 27, 2018, between Torchmark Corporation and Regions Bank, as Trustee8-KSeptember 27, 20184.2
4.9Second Supplemental Indenture, dated as of August 21, 2020, between Globe Life Inc. and Regions Bank, as Trustee8-KAugust 21, 20204.2
10.1Form of Retirement Life Insurance Benefit Agreement ($1,995,000 face amount limit)*10-KMarch 22, 200210.Z
10.2Form of Retirement Life Insurance Benefit Agreement ($495,000 face amount limit)*10-KMarch 22, 200210.AA
10.3Torchmark Corporation Supplemental Executive Retirement Plan*8-KJanuary 25, 200710.1
10.4Amendment No. 1 to the Torchmark Corporation Supplemental Executive Retirement Plan*10-KFebruary 29, 200810.53
10.5Amendment No. 2 to the Torchmark Corporation Supplemental Executive Retirement Plan*10-KFebruary 29, 200810.54
10.6Amendment Three to the Torchmark Corporation Supplemental Executive Retirement Plan*10-KFebruary 27, 200910.53
10.7Amendment Four to the Torchmark Corporation Supplemental Executive Retirement Plan*10-KFebruary 27, 202010.10
10.8Amendment Five to the Torchmark Corporation Supplemental Executive Retirement Plan*8-KMay 5, 201510.1
10.9Amendment Six to the Torchmark Corporation Supplemental Executive Retirement Plan*10-KMarch 1, 201910.11
10.10Amendment Seven to the Torchmark Corporation Supplemental Executive Retirement Plan*10-QNovember 5, 202010.2
10.11Torchmark Corporation Non-Employee Director Compensation Plan, as amended and restated*8-KApril 29, 200810.1

GL 2021 FORM 10-K

Exhibit No.DescriptionFormFiling DateRelated ExhibitPage of this Report
10.12Form of Restricted Stock Unit Award Notice under Torchmark Corporation Non-Employee Director Compensation Plan*10-KFebruary 29, 200810.58
10.13Receivables 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
10.14Amendment 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
10.15Amendment 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
10.16Torchmark Corporation 2011 Incentive Plan*8-KMay 4, 201110.1
10.17First Amendment to Torchmark Corporation 2011 Incentive Plan*8-KApril 29, 201410.1
10.18Form of Ten year Stock Option under Torchmark Corporation 2011 Incentive Plan*8-KMay 4, 201110.4
10.19Form of Seven year Stock Option under Torchmark Corporation 2011 Incentive Plan*8-KMay 4, 201110.5
10.20Form of Performance Share Award under Torchmark Corporation 2011 Incentive Plan*8-KFebruary 27, 201210.1
10.21Form 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
10.22Form 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
10.23Form 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
10.24Form 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
10.25Torchmark Corporation Amended 2011 Non-Employee Director Compensation Plan, effective January, 2017*10-KFebruary 27, 201710.55
10.26Form of Stock Option under Torchmark Corporation 2011 Non-Employee Director Compensation Plan*10-KFebruary 28, 201110.57
10.27Form of Restricted Stock Unit Award Notice under Torchmark Corporation 2011 Non-Employee Director Compensation Plan*10-KFebruary 28, 201110.59
10.28Torchmark Corporation 2018 Incentive Plan*8-KMay 2, 201810.1
10.29First Amendment to Torchmark Corporation 2018 Incentive Plan*10-KFebruary 27, 202010.31
10.30Amended Globe Life Inc. Non-Employee Director Compensation Plan*10-QNovember 4, 202110.1
10.31Form of Performance Share Award under Torchmark Corporation 2018 Incentive Plan*8-KMay 2, 201810.3
10.32Form of Performance Share Award under Globe Life Inc. 2018 Incentive Plan*10-KFebruary 27, 202010.34
10.33Form of Performance Share Award under Globe Life Inc. 2018 Inventive Plan (2022)*10-KFebruary 23, 202210.33

GL 2021 FORM 10-K

Exhibit No.DescriptionFormFiling DateRelated ExhibitPage of this Report
10.34Form of Seven Year Stock Option under Globe Life Inc. 2018 Incentive Plan*10-KFebruary 27, 202010.36
10.35Form of Seven Year Stock Option under Torchmark Corporation 2018 Incentive Plan with Non-Compete, Non-Solicit and Confidentiality Provisions*8-KMay 2, 201810.5
10.36Form 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
10.37Form 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
10.38Form of Ten Year Stock Option under Torchmark Corporation 2018 Incentive Plan*8-KMay 2, 201810.6
10.39Form of Ten Year Stock Option under Torchmark Corporation 2018 Incentive Plan with Non-Compete, Non-Solicit and Confidentiality Provisions*8-KMay 2, 201810.7
10.40Form of Stock Option under Globe Life Inc. 2018 Non-Employee Director Compensation Plan*10-KFebruary 27, 202010.44
10.41Form of Restricted Stock under Globe Life Inc. 2018 Non-Employee Director Compensation Plan*10-KFebruary 27, 202010.45
10.42Form of Restricted Stock Unit Award Notice under Globe Life Inc. 2018 Non-Employee Director Compensation Plan*10-KFebruary 27, 202010.46
10.43Torchmark Corporation 2019 Management Incentive Plan (effective as of January 1, 2019)*8-KMarch 4, 201910.1
10.44The Globe Life Inc. Amended and Restated Pension Plan Generally Effective as of January 1, 2020*10-QNovember 5, 202010.1
10.45Globe Life Inc. Savings and Investment Plan*10-KFebruary 27, 202010.52
10.46Payments to Directors*10-QNovember 4, 202110.2
10.47Amended and Restated Credit Agreement dated as of September 30, 2021 among Bank of America, N.A., the Lenders party thereto, Globe Life Inc. and TMK RE, LTD.8-KOctober 1, 202110.1
10.48Form of Performance Share Award under Globe Life Inc. 2018 Incentive Plan (2021)*10-KFebruary 25, 202110.56
21Subsidiaries of the registrant10-KFebruary 23, 202221123
23Consent of Deloitte & Touche LLP10-KFebruary 23, 202223
24Powers of Attorney10-KFebruary 23, 202224
31.1Rule 13a-14(a)/15d-14(a) Certification by Gary L. Coleman10-KFebruary 23, 202231.1
31.2Rule 13a-14(a)/15d-14(a) Certification by Larry M. Hutchison10-KFebruary 23, 202231.2
31.3Rule 13a-14(a)/15d-14(a) Certification by Frank M. Svoboda10-KFebruary 23, 202231.3
32.1Section 1350 Certification by Gary L. Coleman, Larry M. Hutchison and Frank M. Svoboda10-KFebruary 23, 202232.1
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 23, 2022101.INS
101.SCHInline XBRL Taxonomy Extension Schema Document.10-KFebruary 23, 2022101.SCH
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.10-KFebruary 23, 2022101.CAL
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.10-KFebruary 23, 2022101.LAB

GL 2021 FORM 10-K

Exhibit No.DescriptionFormFiling DateRelated ExhibitPage of this Report
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.10-KFebruary 23, 2022101.PRE
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.10-KFebruary 23, 2022101.DEF
104Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101).10-KFebruary 23, 2022104
  • Compensatory plan or arrangement.

** To be filed with the Securities and Exchange Commission within 120 days after the fiscal year ended December 31, 2021.

GL 2021 FORM 10-K

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
Family Heritage Life Insurance Company of AmericaOhioFamily Heritage Division

While United American Insurance Company (Nebraska) does not qualify as a significant subsidiary in accordance with Regulation S-X, management views this subsidiary 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 2021 FORM 10-K

Globe Life Inc.

(PARENT COMPANY)

SCHEDULE II. CONDENSED FINANCIAL INFORMATION OF REGISTRANT

Condensed Balance Sheets

(Dollar amounts in thousands)

December 31,
20212020
Assets:
Investments:
Long-term investments$31,384$32,861
Short-term investments—19,300
Total investments31,38452,161
Cash20,2281,644
Investment in affiliates10,618,82610,526,982
Due from affiliates170,983322,278
Taxes receivable from affiliates33,22951,041
Other assets185,143184,588
Total assets$11,059,793$11,138,694
Liabilities:
Short-term debt$629,607$254,918
Long-term debt1,546,4941,817,798
Other liabilities240,886294,886
Total liabilities2,416,9872,367,602
Shareholders’ equity:
Preferred stock351351
Common stock109,218113,218
Additional paid-in capital871,075877,946
Accumulated other comprehensive income2,677,5833,029,244
Retained earnings6,182,1005,874,109
Treasury stock(1,197,521)(1,123,776)
Total shareholders’ equity8,642,8068,771,092
Total liabilities and shareholders’ equity$11,059,793$11,138,694

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

Public Accounting Firm.

GL 2021 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,
202120202019
Net investment income$32,816$30,199$28,869
Realized gains (losses)(5,682)12,792—
Total revenue27,13442,99128,869
General operating expenses51,37857,67968,419
Reimbursements from affiliates(57,504)(68,556)(65,928)
Interest expense86,75190,19789,317
Total expenses80,62579,32091,808
Operating income (loss) before income taxes and equity in earnings of affiliates(53,491)(36,329)(62,939)
Income tax expense9,6827,77313,133
Net operating loss before equity in earnings of affiliates(43,809)(28,556)(49,806)
Equity in earnings of affiliates, net of tax788,768760,329810,596
Net income744,959731,773760,790
Other comprehensive income (loss):
Attributable to Parent Company58,903(21,477)(11,379)
Attributable to affiliates(410,564)1,205,8911,536,734
Comprehensive income (loss)$393,298$1,916,187$2,286,145

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

Public Accounting Firm.

GL 2021 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,
202120202019
Net income$744,959$731,773$760,790
Equity in earnings of affiliates(788,768)(760,329)(810,596)
Cash dividends from subsidiaries478,535485,871479,988
Other, net58,61721,12965,584
Cash provided from operations493,343478,444495,766
Cash provided from (used for) investing activities:
Net decrease (increase) in short-term investments19,300(15,899)(3,380)
Investment in subsidiaries(159,924)(7,875)—
Other long-term investments(2,500)——
Additions to properties——(32)
Loaned money to affiliates(1,049,932)(1,008,860)(501,764)
Repayments from affiliates1,200,932782,860501,764
Cash provided from (used for) investing activities7,876(249,774)(3,412)
Cash provided from (used for) financing activities:
Repayment of debt(300,000)(386,875)(6,875)
Proceeds from issuance of debt325,000700,000—
Payment for debt issuance costs(7,687)(5,844)—
Net issuance (repayment) of commercial paper74,974(34,445)(11,610)
Issuance of stock69,82648,09382,771
Acquisitions of treasury stock(541,435)(443,866)(459,569)
Borrowed money from affiliate32,00076,000277,000
Repayments to affiliates(32,000)(79,500)(276,500)
Payment of dividends(103,313)(101,462)(97,458)
Cash provided from (used for) financing activities(482,635)(227,899)(492,241)
Net increase (decrease) in cash18,584771113
Cash balance at beginning of period1,644873760
Cash balance at end of period$20,228$1,644$873

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

Public Accounting Firm.

GL 2021 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,
202120202019
Dividends from subsidiaries$478,535$485,871$479,988

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,
202120202019
Stock-based compensation not involving cash$30,272$35,892$44,843
Contribution of property to subsidiary5,004——

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

Year Ended December 31,
202120202019
Interest paid$86,206$86,504$86,868
Income taxes paid (received)(11,838)(12,744)(16,617)

Note C—Preferred Stock

As of December 31, 2021, 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 2021 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, 2021
Life insurance in force$217,350,660$648,766$2,371,163$219,073,0571.1
Premiums(2):
Life insurance$2,868,759$4,286$19,502$2,883,9750.7
Health insurance1,192,5673,31212,4211,201,6761.0
Total premium$4,061,326$7,598$31,923$4,085,6510.8
For the Year Ended December 31, 2020
Life insurance in force$203,894,460$669,063$2,551,770$205,777,1671.2
Premiums(2):
Life insurance$2,642,555$4,241$19,775$2,658,0890.7
Health insurance1,144,4703,373—1,141,097—
Total premium$3,787,025$7,614$19,775$3,799,1860.5
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

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

(2)Excludes policy charges of $14.2 million, $14.7 million, and $15.6 million in each of the years 2021, 2020, and 2019, respectively.

See accompanying Report of Independent Registered Public Accounting Firm.

GL 2021 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 23, 2022

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/ JANE BUCHAN *
Charles E. AdairJane M. Buchan
DirectorDirector
By:/s/ LINDA L. ADDISON *By:/s/ ROBERT W. INGRAM *
Linda L. AddisonRobert W. Ingram
DirectorDirector
By:/s/ MARILYN A. ALEXANDER *By:/s/ STEVEN P. JOHNSON *
Marilyn A. AlexanderSteven P. Johnson
DirectorDirector
By:/s/ CHERYL D. ALSTON *By:/s/ DARREN M. REBELEZ *
Cheryl D. AlstonDarren M. Rebelez
DirectorDirector
By:/s/ MARK A. BLINN *By:/s/ MARY E. THIGPEN *
Mark A. BlinnMary E. Thigpen
DirectorDirector
By:/s/ JAMES P. BRANNEN *
James P. Brannen
Director
Date: February 23, 2022
*By:/s/ FRANK M. SVOBODA
Frank M. Svoboda
Attorney-in-fact

GL 2021 FORM 10-K

Previous: Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES