Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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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 Firm57
Consolidated Balance Sheets at December 31, 2022 and 202159
Consolidated Statements of Operations for each of the three years in the period ended December 31, 202260
Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 202261
Consolidated Statements of Shareholders’ Equity for each of the three years in the period ended December 31, 202262
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 202263
Notes to Consolidated Financial Statements64
Schedules Supporting Financial Statements for each of the three years in the period ended December 31, 2022:
II. Condensed Financial Information of Registrant (Parent Company)132
IV. Reinsurance (Consolidated)136
Schedules not referred to have been omitted as inapplicable or not required by Regulation S-X.

GL 2022 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
4.4Third 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
4.5Fourth 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
4.6Senior 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
4.8Second Supplemental Indenture, dated as of August 21, 2020, between Globe Life Inc. and Regions Bank, as Trustee8-KAugust 21, 20204.2
4.9Third Supplemental Indenture, dated as of May 19, 2022, between Globe Life Inc. and Regions Bank, as Trustee8-KMay 19, 20224.2
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

GL 2022 FORM 10-K

Exhibit No.DescriptionFormFiling DateRelated ExhibitPage of this Report
10.11Torchmark Corporation Non-Employee Director Compensation Plan, as amended and restated*8-KApril 29, 200810.1
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 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
10.21Form 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
10.22Form 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
10.23Torchmark Corporation Amended 2011 Non-Employee Director Compensation Plan, effective January, 2017*10-KFebruary 27, 201710.55
10.24Form of Stock Option under Torchmark Corporation 2011 Non-Employee Director Compensation Plan*10-KFebruary 28, 201110.57
10.25Form of Restricted Stock Unit Award Notice under Torchmark Corporation 2011 Non-Employee Director Compensation Plan*10-KFebruary 28, 201110.59
10.26Torchmark Corporation 2018 Incentive Plan*8-KMay 2, 201810.1
10.27First Amendment to Torchmark Corporation 2018 Incentive Plan*10-KFebruary 27, 202010.31
10.28Amended Globe Life Inc. Non-Employee Director Compensation Plan*10-QNovember 4, 202110.1
10.29Form of Performance Share Award under Torchmark Corporation 2018 Incentive Plan*8-KMay 2, 201810.3
10.30Form of Performance Share Award under Globe Life Inc. 2018 Incentive Plan*10-KFebruary 27, 202010.34
10.31Form of Performance Share Award under Globe Life Inc. 2018 Incentive Plan (2021)*10-KFebruary 25, 202110.56
10.32Form of Performance Share Award under Globe Life Inc. 2018 Incentive Plan (2022)*10-KFebruary 23, 202210.33
10.33Form of Seven Year Stock Option under Globe Life Inc. 2018 Incentive Plan*10-KFebruary 27, 202010.36

GL 2022 FORM 10-K

Exhibit No.DescriptionFormFiling DateRelated ExhibitPage of this Report
10.34Form of Seven Year Stock Option under Torchmark Corporation 2018 Incentive Plan with Non-Compete, Non-Solicit and Confidentiality Provisions*8-KMay 2, 201810.5
10.35Form 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
10.36Form 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
10.37Form of Ten Year Stock Option under Torchmark Corporation 2018 Incentive Plan*8-KMay 2, 201810.6
10.38Form of Ten Year Stock Option under Torchmark Corporation 2018 Incentive Plan with Non-Compete, Non-Solicit and Confidentiality Provisions*8-KMay 2, 201810.7
10.39Form of Stock Option under Globe Life Inc. 2018 Non-Employee Director Compensation Plan*10-KFebruary 27, 202010.44
10.40Form of Restricted Stock under Globe Life Inc. 2018 Non-Employee Director Compensation Plan*10-KFebruary 27, 202010.45
10.41Form of Restricted Stock Unit Award Notice under Globe Life Inc. 2018 Non-Employee Director Compensation Plan*10-KFebruary 27, 202010.46
10.42Torchmark Corporation 2019 Management Incentive Plan (effective as of January 1, 2019)*8-KMarch 4, 201910.1
10.43The Globe Life Inc. Amended and Restated Pension Plan Generally Effective as of January 1, 2020*10-QNovember 5, 202010.1
10.44Globe Life Inc. Savings and Investment Plan*10-KFebruary 27, 202010.52
10.45Amended 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
10.46First Amendment to Amended and Restated Credit Agreement dated January 10, 2023 among Bank of America, N.A., the Lenders party thereto, Globe Life Inc. and TMK RE, LTD.10-KFebruary 23, 202310.46
10.47Form of Performance Share Award Certificate under Globe Life Inc. 2018 Incentive Plan (2023)*10-KFebruary 23, 202310.47
10.48Form of Seven Year Stock Option under Globe Life Inc. 2018 Incentive Plan (2023)*10-KFebruary 23, 202310.48
10.49Form of Seven Year Stock Option under Globe Life Inc. 2018 Incentive Plan with Non-Compete, Non-Solicit and Confidentiality Provisions (2023)*10-KFebruary 23, 202310.49
10.50Form of Seven Year Stock Option under Globe Life Inc. 2018 Incentive Plan with Non-Compete, Non-Solicit and Confidentiality Provisions (Special) (2023)*10-KFebruary 23, 202310.50
10.51Form of Restricted Stock Unit Award Certificate under Globe Life Inc. 2018 Incentive Plan*10-KFebruary 23, 202310.51
10.52Form of Restricted Stock Unit Award Certificate under Globe Life Inc. 2018 Incentive Plan with Non-Compete, Non-Solicit and Confidentiality Provisions*10-KFebruary 23, 202310.52
21Subsidiaries of the registrant10-KFebruary 23, 202321131
23Consent of Deloitte & Touche LLP10-KFebruary 23, 202323
24Powers of Attorney10-KFebruary 23, 202324

GL 2022 FORM 10-K

Exhibit No.DescriptionFormFiling DateRelated ExhibitPage of this Report
31.1Rule 13a-14(a)/15d-14(a) Certification by J. Matthew Darden10-KFebruary 23, 202331.1
31.2Rule 13a-14(a)/15d-14(a) Certification by Frank M. Svoboda10-KFebruary 23, 202331.2
31.3Rule 13a-14(a)/15d-14(a) Certification by Thomas P. Kalmbach10-KFebruary 23, 202331.3
32.1Section 1350 Certification by J. Matthew Darden, Frank M. Svoboda, and Thomas P. Kalmbach10-KFebruary 23, 202332.1
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, 2023101.INS
101.SCHInline XBRL Taxonomy Extension Schema Document.10-KFebruary 23, 2023101.SCH
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.10-KFebruary 23, 2023101.CAL
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.10-KFebruary 23, 2023101.LAB
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.10-KFebruary 23, 2023101.PRE
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.10-KFebruary 23, 2023101.DEF
104Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101).10-KFebruary 23, 2023104
  • Compensatory plan or arrangement.

GL 2022 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 2022 FORM 10-K

Globe Life Inc.

(PARENT COMPANY)

SCHEDULE II. CONDENSED FINANCIAL INFORMATION OF REGISTRANT

Condensed Balance Sheets

(Dollar amounts in thousands)

December 31,
20222021
Assets:
Investments:
Long-term investments$31,651$31,384
Short-term investments15,001—
Total investments46,65231,384
Cash5820,228
Investment in affiliates6,886,87010,618,826
Due from affiliates131,353170,983
Taxes receivable from affiliates14,16133,229
Other assets173,044185,143
Total assets$7,252,138$11,059,793
Liabilities:
Short-term debt$449,103$629,607
Long-term debt1,777,4901,546,494
Other liabilities129,684240,886
Total liabilities2,356,2772,416,987
Shareholders’ equity:
Preferred stock351351
Common stock105,218109,218
Additional paid-in capital880,172871,075
Accumulated other comprehensive income(1,415,714)2,677,583
Retained earnings6,466,2206,182,100
Treasury stock(1,140,386)(1,197,521)
Total shareholders’ equity4,895,8618,642,806
Total liabilities and shareholders’ equity$7,252,138$11,059,793

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

Public Accounting Firm.

GL 2022 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,
202220212020
Net investment income$33,664$32,816$30,199
Realized gains (losses)(9,643)(5,682)12,792
Total revenue24,02127,13442,991
General operating expenses59,30751,37857,679
Reimbursements from affiliates(51,312)(57,504)(68,556)
Interest expense97,05186,75190,197
Total expenses105,04680,62579,320
Operating income (loss) before income taxes and equity in earnings of affiliates(81,025)(53,491)(36,329)
Income tax expense12,4269,6827,773
Net operating loss before equity in earnings of affiliates(68,599)(43,809)(28,556)
Equity in earnings of affiliates, net of tax808,303788,768760,329
Net income739,704744,959731,773
Other comprehensive income (loss):
Attributable to Parent Company75,07658,903(21,477)
Attributable to affiliates(4,168,373)(410,564)1,205,891
Comprehensive income (loss)$(3,353,593)$393,298$1,916,187

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

Public Accounting Firm.

GL 2022 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,
202220212020
Net income$739,704$744,959$731,773
Equity in earnings of affiliates(808,303)(788,768)(760,329)
Cash dividends from subsidiaries407,042478,535485,871
Other, net26,44458,61721,129
Cash provided from operations364,887493,343478,444
Cash provided from (used for) investing activities:
Net decrease (increase) in short-term investments(15,001)19,300(15,899)
Investment in subsidiaries(10,010)(159,924)(7,875)
Other long-term investments(2,000)(2,500)—
Loaned money to affiliates(846,002)(1,049,932)(1,008,860)
Repayments from affiliates886,0021,200,932782,860
Cash provided from (used for) investing activities12,9897,876(249,774)
Cash provided from (used for) financing activities:
Repayment of debt(300,000)(300,000)(386,875)
Proceeds from issuance of debt400,000325,000700,000
Payment for debt issuance costs(5,272)(7,687)(5,844)
Net issuance (repayment) of commercial paper(46,289)74,974(34,445)
Issuance of stock111,97069,82648,093
Acquisitions of treasury stock(454,638)(541,435)(443,866)
Borrowed money from affiliate22,40032,00076,000
Repayments to affiliates(22,400)(32,000)(79,500)
Payment of dividends(103,817)(103,313)(101,462)
Cash provided from (used for) financing activities(398,046)(482,635)(227,899)
Net increase (decrease) in cash(20,170)18,584771
Cash balance at beginning of period20,2281,644873
Cash balance at end of period$58$20,228$1,644

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

Public Accounting Firm.

GL 2022 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,
202220212020
Dividends from subsidiaries$407,042$478,535$485,871

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,
202220212020
Stock-based compensation not involving cash$35,650$30,272$35,892
Contribution of property to subsidiary—5,004—

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

Year Ended December 31,
202220212020
Interest paid$96,903$86,206$86,504
Income taxes paid (received)(11,537)(11,838)(12,744)

Note C—Preferred Stock

As of December 31, 2022, 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 2022 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, 2022
Life insurance in force$222,098,389$662,569$2,172,728$223,608,5481.0
Premiums(2):
Life insurance$2,995,104$4,361$19,009$3,009,7520.6
Health insurance1,235,4933,09147,0101,279,4123.7
Total premium$4,230,597$7,452$66,019$4,289,1641.5
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

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

(2)Excludes policy charges of $13.5 million, $14.2 million, and $14.7 million in each of the years 2022, 2021, and 2020, respectively.

See accompanying Report of Independent Registered Public Accounting Firm.

GL 2022 FORM 10-K

SIGNATURES

Pursuant to the requirements of Section 13 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/ J. MATTHEW DARDEN
J. Matthew Darden
Co-Chief Executive Officer
By:/s/ FRANK M. SVOBODA
Frank M. Svoboda
Co-Chief Executive Officer
By:/s/ THOMAS P. KALMBACH
Thomas P. Kalmbach
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 22, 2023

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/ LINDA L. ADDISON *By:/s/ MARILYN A. ALEXANDER *
Linda L. AddisonMarilyn A. Alexander
DirectorDirector
By:/s/ CHERYL D. ALSTON *By:/s/ MARK A. BLINN *
Cheryl D. AlstonMark A. Blinn
DirectorDirector
By:/s/ JAMES P. BRANNEN *By:/s/ JANE BUCHAN *
James P. BrannenJane Buchan
DirectorDirector
By:By:/s/ GARY L. COLEMAN *
Alice S. ChoGary L. Coleman
DirectorDirector
By:/s/ LARRY M. HUTCHISON *By:/s/ ROBERT W. INGRAM *
Larry M. HutchisonRobert W. Ingram
DirectorDirector
By:/s/ STEVEN P. JOHNSON *By:/s/ DARREN M. REBELEZ *
Steven P. JohnsonDarren M. Rebelez
DirectorDirector
By:By:/s/ MARY E. THIGPEN *
David A. RodriguezMary E. Thigpen
DirectorDirector
Date: February 22, 2023
*By:/s/ THOMAS P. KALMBACH
Thomas P. Kalmbach
Attorney-in-fact

GL 2022 FORM 10-K

Previous: Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES