A Dark Vector Cognition product

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

62K 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, 2023 and 202257
Consolidated Statements of Operations for each of the three years in the period ended December 31, 202358
Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 202359
Consolidated Statements of Shareholders’ Equity for each of the three years in the period ended December 31, 202360
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 202361
Notes to Consolidated Financial Statements62
Schedules Supporting Financial Statements for each of the three years in the period ended December 31, 2023:
II. Condensed Financial Information of Registrant (Parent Company)150
IV. Reinsurance (Consolidated)154
Schedules not referred to have been omitted as inapplicable or not required by Regulation S-X.

GL 2023 FORM 10-K

EXHIBITS

Exhibit No.DescriptionFormFiling Date
3.1Restated Certificate of Incorporation of Globe Life Inc.8-KAugust 8, 2019
3.2Certificate of Amendment of Certificate of Incorporation of Globe Life Inc.8-KMay 2, 2023
3.3Amended and Restated By-Laws of Globe Life Inc., as amended August 10, 20238-KAugust 15, 2023
4.1Junior 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, 2001
4.2Third 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, 2017
4.3Fourth 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, 2021
4.4Senior Indenture, dated as of September 24, 2018, between Torchmark Corporation and Regions Bank, as TrusteeS-3September 24, 2018
4.5First Supplemental Indenture, dated as of September 27, 2018, between Torchmark Corporation and Regions Bank, as Trustee8-KSeptember 27, 2018
4.6Second Supplemental Indenture, dated as of August 21, 2020, between Globe Life Inc. and Regions Bank, as Trustee8-KAugust 21, 2020
4.7Third Supplemental Indenture, dated as of May 19, 2022, between Globe Life Inc. and Regions Bank, as Trustee8-KMay 19, 2022
10.1Form of Retirement Life Insurance Benefit Agreement ($1,995,000 face amount limit)*10-KMarch 22, 2002
10.2Form of Retirement Life Insurance Benefit Agreement ($495,000 face amount limit)*10-KMarch 22, 2002
10.3Torchmark Corporation Supplemental Executive Retirement Plan*8-KJanuary 25, 2007
10.4Amendment No. 1 to the Torchmark Corporation Supplemental Executive Retirement Plan*10-KFebruary 29, 2008
10.5Amendment No. 2 to the Torchmark Corporation Supplemental Executive Retirement Plan*10-KFebruary 29, 2008
10.6Amendment Three to the Torchmark Corporation Supplemental Executive Retirement Plan*10-KFebruary 27, 2009
10.7Amendment Four to the Torchmark Corporation Supplemental Executive Retirement Plan*10-KFebruary 27, 2020
10.8Amendment Five to the Torchmark Corporation Supplemental Executive Retirement Plan*8-KMay 5, 2015
10.9Amendment Six to the Torchmark Corporation Supplemental Executive Retirement Plan*10-KMarch 1, 2019
10.10Amendment Seven to the Torchmark Corporation Supplemental Executive Retirement Plan*10-QNovember 5, 2020
10.11Torchmark Corporation Non-Employee Director Compensation Plan, as amended and restated*8-KApril 29, 2008
10.12Form of Restricted Stock Unit Award Notice under Torchmark Corporation Non-Employee Director Compensation Plan*10-KFebruary 29, 2008

GL 2023 FORM 10-K

Exhibit No.DescriptionFormFiling Date
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, 2009
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, 2014
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, 2019
10.16Torchmark Corporation 2011 Incentive Plan*8-KMay 4, 2011
10.17First Amendment to Torchmark Corporation 2011 Incentive Plan*8-KApril 29, 2014
10.18Form of Ten year Stock Option under Torchmark Corporation 2011 Incentive Plan*8-KMay 4, 2011
10.19Form of Seven year Stock Option under Torchmark Corporation 2011 Incentive Plan*8-KMay 4, 2011
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, 2017
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, 2017
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, 2017
10.23Torchmark Corporation Amended 2011 Non-Employee Director Compensation Plan, effective January, 2017*10-KFebruary 27, 2017
10.24Form of Restricted Stock Unit Award Notice under Torchmark Corporation 2011 Non-Employee Director Compensation Plan*10-KFebruary 28, 2011
10.25Torchmark Corporation 2018 Incentive Plan*8-KMay 2, 2018
10.26First Amendment to Torchmark Corporation 2018 Incentive Plan*10-KFebruary 27, 2020
10.27Second Amendment to Globe Life Inc. 2018 Incentive Plan*10-QMay 9, 2023
10.28Second Amended and Restated Globe Life Inc. 2018 Non-Employee Director Compensation Plan*10-KFebruary 28, 2024
10.29Form of Performance Share Award under Torchmark Corporation 2018 Incentive Plan*8-KMay 2, 2018
10.30Form of Performance Share Award under Globe Life Inc. 2018 Incentive Plan*10-KFebruary 27, 2020
10.31Form of Performance Share Award under Globe Life Inc. 2018 Incentive Plan (2021)*10-KFebruary 25, 2021
10.32Form of Performance Share Award under Globe Life Inc. 2018 Incentive Plan (2022)*10-KFebruary 23, 2022
10.33Form of Seven Year Stock Option under Globe Life Inc. 2018 Incentive Plan*10-KFebruary 27, 2020
10.34Form of Seven Year Stock Option under Torchmark Corporation 2018 Incentive Plan with Non-Compete, Non-Solicit and Confidentiality Provisions*8-KMay 2, 2018
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, 2020
10.36Form of Ten Year Stock Option under Torchmark Corporation 2018 Incentive Plan*8-KMay 2, 2018

GL 2023 FORM 10-K

Exhibit No.DescriptionFormFiling Date
10.37Form of Ten Year Stock Option under Torchmark Corporation 2018 Incentive Plan with Non-Compete, Non-Solicit and Confidentiality Provisions*8-KMay 2, 2018
10.38Form of Stock Option under Globe Life Inc. 2018 Non-Employee Director Compensation Plan*10-KFebruary 27, 2020
10.39Form of Restricted Stock under Globe Life Inc. 2018 Non-Employee Director Compensation Plan*10-KFebruary 27, 2020
10.40Form of Restricted Stock Unit Award Notice under Globe Life Inc. 2018 Non-Employee Director Compensation Plan*10-KFebruary 27, 2020
10.41Torchmark Corporation 2019 Management Incentive Plan (Effective as of January 1, 2019)*8-KMarch 4, 2019
10.42Globe Life Inc. Management Incentive Plan (Effective as of January 1, 2024)*8-KNovember 9, 2023
10.43The Globe Life Inc. Amended and Restated Pension Plan Generally Effective as of January 1, 2020*10-QNovember 5, 2020
10.44Globe Life Inc. Savings and Investment Plan*10-KFebruary 27, 2020
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, 2021
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, 2023
10.47Form of Performance Share Award Certificate under Globe Life Inc. 2018 Incentive Plan (2023)*10-KFebruary 23, 2023
10.48Form of Seven Year Stock Option under Globe Life Inc. 2018 Incentive Plan (2023)*10-KFebruary 23, 2023
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, 2023
10.50Form of Restricted Stock Unit Award Certificate under Globe Life Inc. 2018 Incentive Plan*10-KFebruary 23, 2023
10.51Form of Restricted Stock Unit Award Certificate under Globe Life Inc. 2018 Incentive Plan with Non-Compete, Non-Solicit and Confidentiality Provisions*10-KFebruary 23, 2023
10.52Delayed Draw Term Loan Agreement dated as of April 14, 2023 among Bank of America, N.A., as Administrative Agent, the Lenders party thereto, and Globe Life Inc.8-KApril 18, 2023
10.53Form of Seven Year Stock Option under Globe Life Inc. 2018 Incentive Plan (2024)*10-KFebruary 28, 2024
10.54Form of Seven Year Stock Option under Globe Life Inc. 2018 Incentive Plan with Non-Compete, Non-Solicit and Confidentiality Provisions (2024)*10-KFebruary 28, 2024
10.55Form of Seven Year Stock Option under Globe Life Inc. 2018 Incentive Plan with Non-Compete, Non-Solicit and Confidentiality Provisions (Special) (2024)*10-KFebruary 28, 2024
10.56Form of Restricted Stock Unit Award Certificate under Globe Life Inc. 2018 Incentive Plan (2024)*10-KFebruary 28, 2024
10.57Form of Restricted Stock Unit Award Certificate under Globe Life Inc. 2018 Incentive Plan with Non-Compete, Non-Solicit and Confidentiality Provisions (2024)*10-KFebruary 28, 2024
10.58Form of Performance Share Award Certificate under Globe Life Inc. 2018 Incentive Plan (2024)*10-KFebruary 28, 2024

GL 2023 FORM 10-K

Exhibit No.DescriptionFormFiling Date
21Subsidiaries of the Registrant10-KFebruary 28, 2024
23Consent of Deloitte & Touche LLP10-KFebruary 28, 2024
24Powers of Attorney10-KFebruary 28, 2024
31.1Rule 13a-14(a)/15d-14(a) Certification by J. Matthew Darden10-KFebruary 28, 2024
31.2Rule 13a-14(a)/15d-14(a) Certification by Frank M. Svoboda10-KFebruary 28, 2024
31.3Rule 13a-14(a)/15d-14(a) Certification by Thomas P. Kalmbach10-KFebruary 28, 2024
32.1Section 1350 Certification by J. Matthew Darden, Frank M. Svoboda, and Thomas P. Kalmbach10-KFebruary 28, 2024
97Globe Life Inc. Clawback Policy10-KFebruary 28, 2024
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 28, 2024
101.SCHInline XBRL Taxonomy Extension Schema Document.10-KFebruary 28, 2024
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.10-KFebruary 28, 2024
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.10-KFebruary 28, 2024
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.10-KFebruary 28, 2024
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.10-KFebruary 28, 2024
104Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101).10-KFebruary 28, 2024
  • Compensatory plan or arrangement.

GL 2023 FORM 10-K

Globe Life Inc.

(PARENT COMPANY)

SCHEDULE II. CONDENSED FINANCIAL INFORMATION OF REGISTRANT

Condensed Balance Sheets

(Dollar amounts in thousands)

December 31,
20232022
Assets:
Investments:
Long-term investments$42,360$31,651
Short-term investments1,00515,001
Total investments43,36546,652
Cash1,00358
Investment in affiliates6,539,1835,940,586
Due from affiliates105,279131,353
Taxes receivable from affiliates14,16314,161
Other assets181,443173,044
Total assets$6,884,436$6,305,854
Liabilities:
Short-term debt$486,113$449,103
Long-term debt1,779,1371,777,490
Other liabilities132,383129,684
Total liabilities2,397,6332,356,277
Shareholders’ equity:
Preferred stock351351
Common stock102,218105,218
Additional paid-in capital882,985880,172
Accumulated other comprehensive income(2,772,419)(2,790,313)
Retained earnings7,478,8136,894,535
Treasury stock(1,205,145)(1,140,386)
Total shareholders’ equity4,486,8033,949,577
Total liabilities and shareholders’ equity$6,884,436$6,305,854

Prior period amounts have been adjusted for the adoption of ASU 2018-12 on January 1, 2023.

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

Public Accounting Firm.

GL 2023 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,
202320222021
Net investment income$36,237$33,664$32,816
Realized gains (losses)5,924(9,643)(5,682)
Total revenue42,16124,02127,134
General operating expenses59,05159,30751,378
Reimbursements from affiliates(59,796)(51,312)(57,504)
Interest expense107,18097,05186,751
Total expenses106,435105,04680,625
Operating income (loss) before income taxes and equity in earnings of affiliates(64,274)(81,025)(53,491)
Income tax expense10,70612,4269,682
Net operating loss before equity in earnings of affiliates(53,568)(68,599)(43,809)
Equity in earnings of affiliates, net of tax1,024,323962,9851,074,923
Net income970,755894,3861,031,114
Other comprehensive income (loss):
Attributable to Parent Company1,11375,07658,903
Attributable to affiliates16,7811,369,659501,854
Comprehensive income (loss)$988,649$2,339,121$1,591,871

Prior period amounts have been adjusted for the adoption of ASU 2018-12 on January 1, 2023.

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

Public Accounting Firm.

GL 2023 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,
202320222021
Net income$970,755$894,386$1,031,114
Equity in earnings of affiliates(1,024,323)(962,985)(1,074,923)
Cash dividends from subsidiaries459,535407,042478,535
Other, net33,84626,44458,617
Cash provided from operations439,813364,887493,343
Cash provided from (used for) investing activities:
Net decrease (increase) in short-term investments13,996(15,001)19,300
Investment in subsidiaries—(10,010)(159,924)
Other long-term investments(3,950)(2,000)(2,500)
Loaned money to affiliates(479,629)(846,002)(1,049,932)
Repayments from affiliates505,929886,0021,200,932
Additions to properties(7,400)——
Cash provided from (used for) investing activities28,94612,9897,876
Cash provided from (used for) financing activities:
Repayment of debt(165,612)(300,000)(300,000)
Proceeds from issuance of debt170,000400,000325,000
Payment for debt issuance costs(757)(5,272)(7,687)
Net borrowing (repayment) of commercial paper32,961(46,289)74,974
Issuance of stock114,080111,97069,826
Acquisitions of treasury stock(511,100)(454,638)(541,435)
Borrowed money from affiliate290,50022,40032,000
Repayments to affiliates(290,500)(22,400)(32,000)
Payment of dividends(107,386)(103,817)(103,313)
Cash provided from (used for) financing activities(467,814)(398,046)(482,635)
Net increase (decrease) in cash945(20,170)18,584
Cash balance at beginning of period5820,2281,644
Cash balance at end of period$1,003$58$20,228

Prior period amounts have been adjusted for the adoption of ASU 2018-12 on January 1, 2023.

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

Public Accounting Firm.

GL 2023 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,
202320222021
Dividends from subsidiaries$459,535$407,042$478,535

Note B—Supplemental Disclosures of Cash Flow Information

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

Year Ended December 31,
202320222021
Stock-based compensation not involving cash$30,736$35,650$30,272
Contribution of property to subsidiary——5,004

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

Year Ended December 31,
202320222021
Interest paid$104,493$96,903$86,206
Income taxes paid (received)(10,408)(11,537)(11,838)

Note C—Preferred Stock

As of December 31, 2023, 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 2023 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, 2023
Life insurance in force$225,286,002$685,289$1,996,223$226,596,9360.9
Premiums(2):
Life insurance$3,109,838$4,597$19,104$3,124,3450.6
Health insurance1,281,7202,72039,7731,318,7733.0
Total premium$4,391,558$7,317$58,877$4,443,1181.3
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$2,999,637$4,361$19,009$3,014,2850.6
Health insurance1,238,4983,09147,0101,282,4173.7
Total premium$4,238,135$7,452$66,019$4,296,7021.5
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$2,864,473$4,286$19,502$2,879,6890.7
Health insurance1,191,7733,31212,4211,200,8821.0
Total premium$4,056,246$7,598$31,923$4,080,5710.8

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

(2)Excludes policy charges of $12.9 million, $13.5 million, and $14.2 million in each of the years 2023, 2022, and 2021, respectively.

See accompanying Report of Independent Registered Public Accounting Firm.

GL 2023 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-Chairman and Chief Executive Officer and Director
By:/s/ FRANK M. SVOBODA
Frank M. Svoboda
Co-Chairman and Chief Executive Officer and Director
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 28, 2024

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:/s/ ALICE S. CHO *By:/s/ STEVEN P. JOHNSON *
Alice S. ChoSteven P. Johnson
DirectorDirector
By:/s/ DAVID A. RODRIGUEZ *By:/s/ MARY E. THIGPEN *
David A. RodriguezMary E. Thigpen
DirectorDirector
Date: February 28, 2024*By:/s/ THOMAS P. KALMBACH
Thomas P. Kalmbach
Attorney-in-fact

GL 2023 FORM 10-K

Previous: Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES