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Item 8. Financial Statements and Supplementary Data

2025-02-28 compared with 2024-02-29 · 1116 added, 989 removed, 1757 unchanged (55% of the section changed)

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Audited Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm on Effectiveness of Internal Control O ver Financial Reporting (Ernst & Young, LLP, Des Moines, IA , Auditor Firm ID:

Report of Independent Registered Public Accounting Firm on Effectiveness of Internal Control Over Financial Reporting (Ernst & Young, LLP, Des Moines, IA, Auditor Firm ID:

Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements (Ernst & Young, LLP, Des Moines, IA, Auditor Firm ID :

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Consolidated Statements of Operations for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Consolidated Statements of Comprehensive Earnings for the years ended December 31, 2023, December 31, 2022 and December 31, 2021

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Consolidated Statements of Equity for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

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and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive earnings, equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedules listed in the Index at Item 15(2) and our report dated February 29, 2024 expressed an unqualified opinion thereon.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Roar Joint Venture, LLC, which is included in the 2024 consolidated financial statements of the Company and constituted 0.49% and 10.29% of total assets and total equity, respectively, as of December 31, 2024 and 1.36% and 6.89% of revenues and net earnings attributable to F&G common shareholders, respectively, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Roar Joint Venture, LLC.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedules listed in the Index at Item 15(2) and our report dated February 28, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

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(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

and (3) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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We have audited the accompanying consolidated balance sheets of F&G Annuities & Life, Inc.

and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive earnings, equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedules listed in the Index at Item 15(2) (collectively referred to as the “consolidated financial statements”).

and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedules listed in the Index at Item 15(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

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Certain of the Company’s fixed indexed annuity (FIA) contracts allow the policyholder to elect an equity index linked feature, where amounts credited to the contract’s account value are linked to the performance of designated equity indices and crediting strategy selected by the policyholder.

The equity index crediting feature is accounted for as an embedded derivative liability and reported at fair value as discussed in Notes A (see section on Contractholder Funds), B, D, and I to the consolidated financial statements.

A subset of FIA contracts include certain contract features that provide minimum guarantees to policyholders, such as guaranteed minimum withdrawal benefits and guaranteed minimum death benefit features that are market risk benefits (MRB) measured at fair value as discussed in Notes A (see section on MRBs), B, G and P to the consolidated financial statements.

The Company’s MRB assets and MRB liabilities totaled $189 million and $549 million, respectively, as of December 31, 2024.

At December 31, 2024, future policy benefits (FPB) liabilities related to traditional life and life-contingent immediate annuity policies (which includes life-contingent pension risk transfer annuities) totaled $8.7 billion.

The future policy benefits liability related to these products is based on estimates of how much the Company will need to pay for future benefits and related claim expenses and the amount of net premiums to be collected from policyholders as discussed in Notes A (see section on Future Policy Benefits), J and P to the consolidated financial statements.

Auditing the valuation of the Company’s fixed indexed annuity embedded derivative, MRBs, and FPB liabilities was complex because of the highly judgmental nature of the determination of the assumptions required to determine the fair value of the embedded derivative and MRBs and valuation of FPB liabilities.

In particular, the fair value of fixed indexed annuity embedded derivative and MRBs was sensitive to the significant assumptions including surrender rates, GMWB utilization, and non-performance spread.

In addition, option cost was a significant assumption used in the valuation of fixed index annuity embedded derivatives and mortality, partial withdrawals, and capital market performance scenarios were significant assumptions used in the valuation of MRBs.

In addition, mortality, partial withdrawals, and capital market performance scenarios were significant assumptions used in the valuation of MRBs.

Mortality is a significant assumption used in the valuation of FPB liabilities.

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These controls included, among others, the review and approval process management has in place for the development of the significant assumptions.

How we Addressed the Matter in Our Audit (continued) To evaluate the judgment used by management in determining the assumptions used in measuring the fair value of the fixed indexed annuity embedded derivative and MRBs and the valuation of FPB liabilities, among other procedures, we involved actuarial specialists and evaluated the methodology applied by management in determining the valuation with those used in the prior period and in the industry.

To evaluate the judgment used by management in determining the assumptions used in measuring the fair value of the fixed indexed annuity embedded derivative and MRBs and the valuation of FPB liabilities, among other procedures, we involved actuarial specialists and evaluated the methodology applied by management in determining the valuation with those used in the prior period and in the industry.

To evaluate the significant assumptions used by management in the methodology applied, we compared as applicable, the significant assumptions noted above to historical experience, observable market data, and management’s estimates of prospective changes in these assumptions.

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Other long-term investments 580 537

Policy loans 104 71

Short-term investments 2,410 1,452

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Goodwill 2,179 1,749

Prepaid expenses and other assets 931 941

Prepaid expenses and other assets (certain assets held at fair value of $ 11 million and $ 0 at December 31, 2024 and 2023, respectively)

Other intangible assets, net 5,572 4,207

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Accounts payable and accrued liabilities 2,219 2,011

Income taxes payable 5 —

Notes payable 2,171 1,754

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Total liabilities 80,964 67,099

Preferred stock $ 0.001 par value;

authorized 25,000,000 shares as of December 31, 2024 and 2023;

outstanding and issued 5,000,000 and 0 shares as of December 31, 2024 and 2023, respectively

F&G common stock, $ 0.001 par value;

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Retained earnings 2,440 1,926

Accumulated other comprehensive (loss) earnings ( 1,990 ) ( 2,818 )

Accumulated other comprehensive income (loss) ("AOCI") ( 1,923 ) ( 1,990 )

Treasury stock, at cost ( 1,159,299 shares and 902,760 shares as of December 31, 2024 and 2023, respectively)

( 30 ) ( 18 )

Total F&G Annuities & Life, Inc.

shareholders' equity 3,951 3,103

Non-controlling interests 125 —

Total equity 4,076 3,103

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Interest and investment income 2,719 2,211 1,655

Owned distribution revenues 81 — —

Recognized gains and (losses), net 84 ( 124 ) ( 1,010 )

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Interest expense 132 97 29

Total expenses 4,535 1,556 2,422

Total benefits and expenses 4,966 4,535 1,556

Earnings (loss) before income taxes 778 ( 35 ) 793

Income tax expense 136 23 158

Earnings (loss) from continuing operations ( 58 ) 635 1,232

Earnings from discontinued operations, net of tax — — 8

Net earnings (loss) 642 ( 58 ) 635

Non-controlling interests 3 — —

Net earnings (loss) attributable to F&G 639 ( 58 ) 635

Preferred stock dividend 17 — —

Net earnings (loss) attributable to F&G common shareholders $ 622 $ ( 58 ) $ 635

Earnings per share

Net earnings (loss) from continuing operations per share, basic $ ( 0.47 ) $ 5.52 $ 11.73

Net earnings from discontinued operations per share, basic — — 0.08

Net earnings (loss) per share, basic $ ( 0.47 ) $ 5.52 $ 11.81

Net earnings (loss) per share, diluted $ ( 0.47 ) $ 5.52 $ 11.73

Net earnings from discontinued operations per share, diluted — — 0.08

Net earnings (loss) per share, diluted $ ( 0.47 ) $ 5.52 $ 11.81

Net earnings (loss) per share attributable to F&G common shareholders, basic $ 4.98 $ ( 0.47 ) $ 5.52

Net earnings (loss) per share attributable to F&G common shareholders, diluted $ 4.88 $ ( 0.47 ) $ 5.52

Weighted average shares outstanding F&G common stock, basic basis (b) 125 124 115

Weighted average shares outstanding F&G common stock, diluted basis (b) 131 124 115

(a) The remeasurement gains (losses) for the years ended December 31, 2023, 2022 and 2021 were $ 7 million, $ 1 million and $ 1 million, respectively .

(b) Weighted average shares outstanding for the year ended December 31, 2021 includes the effects of the 105,000 for 1 stock split that became effective on June 24, 2022 .

(a) The remeasurement gains for the years ended December 31, 2024, 2023 and 2022 were $ 20 million, $ 7 million and $ 1 million, respectively .

(b) Weighted average shares outstanding for the year ended December 31, 2022 includes the 105,000 for 1 stock split that became effective on June 24, 2022.

See accompanying Notes to Consolidated Financial Statements

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In millions)

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Net earnings (loss) $ 642 $ ( 58 ) $ 635

Other comprehensive earnings (loss):

Other comprehensive income (loss), net:

Changes in current discount rate - future policy benefits 224 ( 189 ) 764

Changes in instrument-specific credit risk - market risk benefits 5 ( 34 ) 67

Unrealized (loss) gain on investments and other financial instruments, net of deferred income taxes (3) 919 ( 4,689 ) ( 438 )

Unrealized (loss) gain on investments and other financial instruments ( 164 ) 919 ( 4,689 )

Unrealized (loss) gain on foreign currency translation ( 5 ) 2 ( 5 )

Reclassification adjustments for change in unrealized gains and losses included in net earnings 7 130 212

Change in reinsurance liabilities held at fair value resulting from a change in instrument-specific credit risk — — 3

Other comprehensive earnings (loss) 828 ( 3,651 ) ( 389 )

Comprehensive earnings (loss) $ 770 $ ( 3,016 ) $ 851

(1) Net of income tax (benefit) expense of $( 50 ) million, $ 203 million, and $ 33 million for the years ended December 31, 2023, 2022, and 2021, respectively.

(2) Net of income tax (benefit) expense of $( 9 ) million, $ 18 million.

and $ 3 million, for the years ended December 31, 2023, 2022, and 2021, respectively.

(3) Net of income tax (benefit) expense of $ 240 million, $( 1,242 ) million, and $( 119 ) million for the years ended December 31, 2023, 2022, and 2021, respectively.

(4) Net of income tax (benefit) expense of $ 1 million, $( 1 ) million, and $( 1 ) million for the years ended December 31, 2023, 2022, and 2021, respectively.

(5) Net of income tax (benefit) expense of $ 35 million, $ 56 million, and $( 22 ) million for the years ended December 31, 2023, 2022, and 2021, respectively.

Other comprehensive income (loss) 67 828 ( 3,651 )

Comprehensive income (loss) 709 770 ( 3,016 )

Comprehensive income attributable to non-controlling interests 3 — —

Comprehensive income (loss) attributable to F&G $ 706 $ 770 $ ( 3,016 )

See accompanying Notes to Consolidated Financial Statements

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CONSOLIDATED STATEMENTS OF EQUITY

(In millions, except per share data)

(In millions)

F&G Annuities & Life, Inc.

Preferred Stock Common Stock Additional Paid-in-Capital Retained Earnings Accumulated Other Comprehensive Earnings (Loss) Treasury Stock Total Equity

shareholders' equity

Preferred Stock Common Stock Additional Paid-in-Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Non-controlling Interests Total Equity

Balance, January 1, 2022 $ — $ — $ 2,750 $ 1,451 $ 833 $ — $ — $ 5,034

Cumulative effect of retrospective adoption of ASU 2018-12 — — — 75 25 — 100

Unrealized (loss) gain on investments and other financial instruments — — — — ( 438 ) — ( 438 )

Unrealized (loss) gain on foreign currency translation — — — — ( 5 ) — ( 5 )

Reclassification adjustments for change in unrealized gains and losses included in net earnings — — — — ( 83 ) — ( 83 )

Treasury stock purchased — — — — — — — —

Stock-based compensation — — 12 — — — — 12

Instrument-specific credit risk - market risk benefits — — — — 10 — 10

Current discount rate - liability for future policy benefits — — — — 124 — 124

Change in reinsurance liabilities held at fair value resulting from change in instrument-specific credit risk — — — — 3 — 3

Net earnings — — — 1,240 — — 1,240

Common stock dividends declared — — — ( 25 ) — — — ( 25 )

Other comprehensive income (loss) — — — — ( 3,651 ) — — ( 3,651 )

Debt to equity conversion — — 400 — — — — 400

Net earnings (loss) — — — 635 — — — 635

Balance, December 31, 2022 $ — $ — $ 3,162 $ 2,061 $ ( 2,818 ) $ — $ — $ 2,405

Unrealized (loss) gain on investments and other financial instruments — — — — ( 4,689 ) — ( 4,689 )

Unrealized (loss) gain on foreign currency translation — — — — ( 5 ) — ( 5 )

Reclassification adjustments for change in unrealized gains and losses included in net earnings — — — — 212 — 212

F&G Annuities & Life, Inc.

shareholders' equity

Preferred Stock Common Stock Additional Paid-in-Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Non-controlling Interests Total Equity

Balance, January 1, 2023 $ — $ — $ 3,162 $ 2,061 $ ( 2,818 ) $ — $ — $ 2,405

Treasury stock purchased — — — — — ( 18 ) — ( 18 )

Stock-based compensation — — 23 — — — — 23

Instrument-specific credit risk - market risk benefits — — — — 67 — 67

Current discount rate - liability for future policy benefits — — — — 764 — 764

Dividends declared — — — ( 25 ) — — ( 25 )

Debt to equity conversion — — 400 — — — 400

Net earnings — — — 635 — — 635

Common stock dividends declared — — — ( 77 ) — — — ( 77 )

Other comprehensive income (loss) — — — — 828 — — 828

Net earnings (loss) — — — ( 58 ) — — — ( 58 )

Balance, December 31, 2023 $ — $ — $ 3,185 $ 1,926 $ ( 1,990 ) $ ( 18 ) $ — $ 3,103

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CONSOLIDATED STATEMENTS OF EQUITY, CONTINUED

(In millions, except per share data)

Preferred Stock Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Earnings (Loss) Treasury Stock Total Equity

Balance, December 31, 2022

$ — $ — $ 3,162 $ 2,061 $ ( 2,818 ) $ — $ 2,405

Treasury stock repurchased — — — — — ( 18 ) ( 18 )

Unrealized (loss) gain on investments and other financial instruments — — — — 919 — 919

Unrealized (loss) gain on foreign currency translation — — — — 2 — 2

Reclassification adjustments for change in unrealized gains and losses included in net earnings — — — — 130 — 130

(In millions)

F&G Annuities & Life, Inc.

shareholders' equity

Preferred Stock Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Non-controlling Interests Total Equity

Balance, January 1, 2024 $ — $ — $ 3,185 $ 1,926 $ ( 1,990 ) $ ( 18 ) $ — $ 3,103

Acquisition of non-controlling interest — — — — — — 136 136

Issuance of Preferred Stock — — 250 — — — — 250

Treasury stock purchased — — — — — ( 12 ) — ( 12 )

Stock-based compensation — — 29 — — — — 29

Instrument-specific credit risk - market risk benefits — — — — ( 34 ) — ( 34 )

Current discount rate - liability for future policy benefits — — — — ( 189 ) — ( 189 )

Dividends declared — — — ( 77 ) — — ( 77 )

Common stock dividends declared — — — ( 108 ) — — — ( 108 )

Preferred stock dividends declared — — — ( 17 ) — — — ( 17 )

Dividends declared and distributions to non-controlling interests — — — — — — ( 14 ) ( 14 )

Other comprehensive income (loss) — — — — 67 — — 67

Net earnings (loss) — — — 639 — — 3 642

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Net earnings (loss) $ 642 $ ( 58 ) $ 635

Adjustments to reconcile net earnings (loss) to net cash provided (used) by operating activities:

Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:

Depreciation and amortization 569 412 324

(Gain) loss on sales of investments and other assets and asset impairments, net ( 210 ) 461 436

Loss on the sale of businesses — — 14

Interest credited/index credits to contractholder account balances 1,327 1,409 ( 560 )

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Change in NAV of limited partnerships, net ( 350 ) ( 220 ) ( 109 )

Change in valuation of derivatives, equity and preferred securities, net ( 347 ) 561 ( 140 )

Change in valuation of derivatives, equity and preferred securities and other assets, net 60 ( 347 ) 561

Changes in assets and liabilities, net of effects from acquisitions:

Change in reinsurance recoverable ( 19 ) 94 148

Change in derivative collateral liabilities 91 410 ( 398 )

Change in future policy benefits 1,853 1,325 1,071

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Cash Flows from Investing Activities:

Proceeds from sales, calls and maturities of investment securities 5,279 5,429 9,280

Proceeds from sales, calls and maturities of investments 11,260 5,279 5,429

Additions to property and equipment and capitalized software ( 24 ) ( 27 ) ( 32 )

Purchases of investment securities ( 16,922 ) ( 13,326 ) ( 12,426 )

Net proceeds from (purchases of) sales and maturities of short-term investment securities ( 28 ) ( 1,654 ) 71

Net proceeds from sales, maturities and purchases of short-term investment securities ( 1,103 ) ( 28 ) ( 1,654 )

Other acquisitions/disposals, net of cash acquired ( 482 ) — —

Additional investments in unconsolidated affiliates ( 1,114 ) ( 1,137 ) ( 987 )

Net increase in policy loans ( 33 ) ( 19 ) ( 13 )

Distributions from unconsolidated affiliates, return of investment 478 340 313

Net increase in notes receivable ( 13 ) — —

Net cash used in investing activities ( 7,953 ) ( 8,918 ) ( 9,370 )

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Net revolving credit facility (repayments) borrowings ( 365 ) ( 185 ) —

Repayments of outstanding debt ( 250 ) — —

Dividends paid ( 121 ) ( 101 ) —

Dividends and distributions paid to non-controlling interest shareholders ( 14 ) — —

Purchases of treasury stock ( 12 ) ( 18 ) —

Issuance of preferred stock 250 — —

Contractholder account deposits 10,147 7,787 8,530

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The following describes the business and significant accounting policies of F&G Annuities & Life, Inc.

(“FGAL”) and its subsidiaries (collectively, “we”, “us”, “our”, the “Company” or “F&G”), which have been followed in preparing the accompanying Consolidated Financial Statements.

(“FGAL”) and its subsidiaries (collectively, “we,” “us,” “our,” the “Company” or “F&G”), which have been followed in preparing the Consolidated Financial Statements.

Description of the Business

We provide insurance solutions and market a broad portfolio of annuity and life insurance products, including deferred annuities (fixed indexed annuities (“FIA”) and fixed rate annuities including multi-year guarantee annuities (“MYGA”)), immediate annuities, indexed universal life (“IUL”) insurance and, beginning in early 2024, registered index-linked annuities (“RILA”), through our retail distribution channels.

We also provide funding agreements and pension risk transfer (“PRT”) solutions through our institutional channels.

F&G has one reporting segment, which is consistent with and reflects the manner by which our chief operating decision maker views and manages the business.

For certain disclosures within this Report, we have elected to aggregate business based on the applicable product type, the manner in which information is regularly reviewed by management and the nature of disclosures that exist outside the Company’s GAAP financial statements.

FNF acquired 100 % of the outstanding equity of FGL Holdings, the prior parent company, on June 1, 2020.

FGAL, a Delaware corporation, was formed on August 7, 2020, and following a series of reorganizations, became the parent company for the consolidated financial statements via a contribution agreement between Fidelity National Financial, Inc.

FNF)(“FNF”) and FGAL on November 26, 2020.

On December 1, 2022, FNF distributed, on a pro rata basis, approximately 15 % of the common stock of F&G.

FNF retained control of F&G through ownership of approximately 85 % of F&G common stock.

Effective December 1, 2022, F&G commenced “regular-way” trading of its common stock on the New York Stock Exchange (“NYSE”) under the symbol “FG”.

Discontinued Operations

In connection with the FNF acquisition, certain third party offshore reinsurance businesses were deemed discontinued operations and are presented as such within our consolidated financial statements for all periods presented through the date of their disposition, in accordance with GAAP.

On May 31, 2021, we sold third party reinsurance business held within Front Street Re Cayman Ltd (“FSRC”) to Archipelago Lexa (C) Limited.

The transaction and the results of discontinued operations for the year ended December 31, 2021 did not have a material impact to our GAAP financial results.

F&G is a majority-owned subsidiary of Fidelity National Financial, Inc.

FNF) (“FNF”).

We provide insurance solutions and market a broad portfolio of annuity and life insurance products through retail channels and institutional markets and earn commissions on the sale of insurance products through our owned distribution channels.

For certain disclosures within this Annual Report on Form 10-K, we have elected to aggregate business based on the applicable product type, the manner in which information is regularly reviewed by management and the nature of disclosures that exist outside the Company’s generally accepted accounting principles (“GAAP”) financial statements.

Retail distribution channels products include:

• Deferred annuities including fixed indexed annuities (“FIA”), registered index-linked annuities (“RILA”), (together referred to as “indexed annuities”) and fixed rate annuities including multi-year guarantee annuities (“MYGA”),

• Immediate annuities, and

• Indexed universal life (“IUL”) insurance.

Institutional markets products include:

• Pension risk transfer (“PRT”) solutions, and

• Funding agreements, including funding agreement backed notes (“FABN”) and Federal Home Loan Bank funding agreements (“FHLB”).

F&G has one reporting segment, which reflects the manner by which our chief operating decision maker (“CODM”), the Chief Executive Officer of F&G, views and manages the business.

For information about our reporting segment refer to Note V - Segment Information.

Recent Developments

Adoption of Accounting Standards Update (“ASU”) 2018-12, Financial Services-Insurance (Topic 944), Targeted Improvements to the Accounting for Long-Duration Contracts (“ASU 2018-12”)

F&G adopted ASU 2018-12 on January 1, 2023, with a transition date of January 1, 2021, which is the earliest period presented in the annual December 31, 2023 Consolidated Financial Statements.

We elected to adopt ASU 2018-12 using the full retrospective transition method and balances for liability for future policy benefits (“FPB”), deferred acquisition costs (“DAC”) and balances amortized on a basis consistent with DAC (value of business acquired (“VOBA”), deferred sales inducements (“DSI”), and unearned revenue liabilities (“URL”)), and market risk benefits (“MRB”) were adjusted to conform to ASU 2018-12 starting as of the FNF acquisition date, June 1, 2020 (the “FNF Acquisition Date”).

The 2022 and 2021 financial information contained herein have been adjusted for our full retrospective adoption of this update.

For more information, refer to Principles of Consolidation and Basis of Presentation below, Note F - Intangibles , Note G - Market Risk Benefits, Note H - Income Taxes, Note I - Contractholder Funds , Note J - Future Policy Benefits , Note K - Accounts Payable and Accrued Liabilities , Note P - ASU 2018-12 Transition and Note T - Recent Accounting Pronouncement s.

Redemption of 5.50 % F&G Senior Notes

On February 1, 2025, F&G redeemed the outstanding $ 300 million aggregate principal amount of its 5.50 % Senior Notes due May 1, 2025 (the “ 5.50 % F&G Senior Notes”).

The notes were redeemed for a redemption price equal to 100 % of the principal amount of the notes plus accrued and unpaid interest to, but excluding, the redemption date.

On and after the redemption date, interest will cease to accrue on the notes.

7.300 % F&G Junior Notes

On January 13, 2025, F&G completed its public offering of its 7.300 % Junior Subordinated Notes due 2065 with an aggregate principal amount of $ 375 million (the “ 7.300 % F&G Notes”).

F&G intends to use the net proceeds of this offering for general corporate purposes, including the repurchase, redemption or repayment at maturity of outstanding indebtedness.

The 7.300 % F&G Notes were registered under the Securities Act of 1933 (as amended) (the “Securities Act”).

6.250 % F&G Senior Notes

On October 4, 2024, F&G completed its public offering of its 6.250 % Senior Notes due 2034 with an aggregate principal amount of $ 500 million (the “ 6.250 % F&G Notes”).

The 6.250 % F&G Notes are guaranteed on an unsecured, unsubordinated basis by each of F&G’s subsidiaries that are guarantors of F&G’s obligations under its existing credit agreements.

A portion of the net proceeds were used to pay off the outstanding balance of $ 365 million on the Company’s revolving credit facility.

The 6.250 % F&G Notes were registered under the Securities Act.

6.50 % F&G Senior Notes

On June 4, 2024, F&G completed its public offering of $ 550 million aggregate principal amount of its 6.50 % Senior Notes due 2029 (the “ 6.50 % F&G Notes”).

The 6.50 % F&G Notes are guaranteed on an unsecured, unsubordinated basis by each of F&G’s subsidiaries that are guarantors of F&G’s obligations under its existing credit agreement.

A portion of the net proceeds were used to finance a cash tender offer by its wholly owned subsidiary Fidelity & Guaranty Life Holdings, Inc.

(“FGLH”) for an aggregate principal amount of $ 250 million of FGLH’s 5.50 % Senior Notes due 2025 (the “ 5.50 % F&G Notes”).

The 6.50 % F&G Notes were registered under the Securities Act.

Revolving Credit Facility

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The maturity date of the Credit Agreement has been extended by approximately two years from November 22, 2025 to November 22, 2027.

Total commitments will increase from $ 665 million to $ 750 million.

Total commitments increased from $ 665 million to $ 750 million.

Pricing and advance rates remain unchanged.

Financial covenants also remain essentially the same.

As noted below, we used $ 150 million of net proceeds from our 7.95 % F&G Notes to pay down the Credit Agreement to a balance of approximately $ 365 million as of December 31, 2023.

On February 14, 2024, our Board of Directors declared a quarterly cash dividend of $ 0.21 per share, payable on March 29, 2024, to F&G common shareholders of record as of March 15, 2024.

Generally, no dividends will be declared or paid on F&G common stock and no common stock can be acquired by F&G unless all preferred dividends are declared and paid on the F&G 6.875 % Series A Mandatory Convertible Preferred Stock, par value $ .001 per share, liquidation preference of $ 50.00 per share (the “FNF Preferred Stock”) discussed below.

On February 14, 2024, our Board of Directors also declared a quarterly cash dividend of $ 0.8976 per share on the FNF Preferred Stock for the period from January 12, 2024 to and excluding April 15, 2024, to be paid on April 15, 2024, to FNF Preferred Stock record holders as of April 1, 2024.

As noted above, we used $ 365 million of net proceeds from our 6.250 % F&G Notes to pay off the Credit Agreement, and the balance was of the Credit Agreement was $ 0 as of December 31, 2024.

Refer to Note L- Notes Payable for further information related to these financing facilities.

FNF $ 250 million Preferred Stock Investment

On January 12, 2024, we completed a $ 250 million preferred stock investment from FNF.

F&G will use net proceeds from the investment to support the growth of its assets under management.

Under the terms of the agreement, FNF agreed to invest $ 250 million in exchange for 5,000,000 shares of FNF Preferred Stock.

Unless earlier converted at the option of the holder, each outstanding share of the FNF Preferred Stock will automatically convert into shares of F&G common stock on January 15, 2027.

For further information related to this preferred stock issuance, refer to Note Q - Related Party Transactions.

7.95 % F&G Senior Notes

On December 6, 2023, F&G completed the public offering of $ 345 million aggregate principal amount of its 7.95 % Senior Notes due 2053 (the “ 7.95 % F&G Notes”).

F&G intends to use the net proceeds from the offering to repay borrowings under its revolving credit facility and for general corporate purposes, including the support of organic growth opportunities.

As of December 31, 2023, we used approximately $ 150 million of net proceeds to repay borrowings under our revolving credit facility.

The Senior notes were registered under the Securities Act of 1933 (as amended) (the “Securities Act”).

7.40 % F&G Senior Notes

On January 13, 2023, F&G completed its issuance and sale of $ 500 million aggregate principal amount of its 7.40 % Senior Notes due 2028 (the “ 7.40 % F&G Notes”).

F&G is using the net proceeds from the offering for general corporate purposes, including to support the growth of assets under management and for F&G's future liquidity requirements.

The Senior notes were registered under the Securities Act.

Refer to Note L - Notes Payable, for further information related to financing facilities.

Share Repurchase Program

On March 21, 2023, F&G’s Board of Directors approved a new three-year stock repurchase program, effective March 21, 2023, under which the Company may repurchase up to $ 25 million of F&G common stock.

On November 7, 2023, the Board of Directors increased the share repurchase authorization to $ 50 million.

The Company believes the share repurchase program is an efficient means of returning cash to shareholders when we consider the shares to be undervalued.

Purchases may be made from time to time by the Company in the open market at prevailing market prices or through privately negotiated transactions or accelerated share repurchase

transactions through November 6, 2026.

All purchases are held as treasury stock.

The timing and extent of share repurchases will depend on a variety of factors, including, market conditions, regulatory requirements, and considerations as determined by management.

During the year ended December 31, 2023, the Company purchased approximately 869,000 shares pursuant to the program, for a total cost of approximately $ 18 million with an average cost per share of $ 21.07 .

At December 31, 2023, the total remaining authorization of F&G common stock that may be repurchased was approximately $ 32 million.

Net proceeds from the investment have been used to support the growth of F&G’s assets under management.

Under the terms of the agreement, FNF agreed to invest $ 250 million in exchange for 5,000,000 shares of F&G’s 6.875 % Series A Mandatory Convertible Preferred Stock, par value $.

0.001 per share, liquidation preference of $ 50.00 per share (the “FNF Preferred Stock”).

For further information related to this preferred stock issuance, refer to Note Q - Related Party Transactions and Note U - Equity.

Owned Distribution Investments

On January 2, 2024, F&G acquired a 70 % majority ownership stake in the equity of Roar Joint Venture, LLC (“Roar”).

On July 18, 2024, F&G acquired a 100 % ownership stake in the equity of PALH, LLC (“PALH”).

PALH markets and sells life insurance and annuity products of various insurance carriers to individuals through a network of agents.

Prior to the acquisition date, PALH owned a 70 % ownership stake in an operating company of which F&G owned 30 % equity.

Total consideration of approximately $ 314 million is comprised of cash of $ 215 million, settlement of a prepaid asset of $ 8 million, acquisition date fair value of the previously held interests of $ 92 million, net of $ 1 million cash acquired.

On January 2, 2024, F&G acquired a 70 % majority ownership stake in the equity of Roar Joint Venture, LLC (“Roar”) resulting in the consolidation of Roar in F&G’s financial statements.

Roar wholesales life insurance and annuity products to banks and broker-dealers through a network of agents.

Total initial consideration is comprised of cash of approximately $ 269 million and contingent consideration.

Under the terms of the purchase agreement, the Company has agreed to make cash payments of up to approximately $ 90 million over a three year period upon the achievement of certain earnings before interest, taxes, depreciation and amortization (“EBITDA”) milestones of Roar.

On August 4, 2023, F&G purchased a 30 % minority ownership stake in Quility Holdings, LLC (“Quility”).

Quility is a leading insurtech company that offers a frictionless experience for insurance agents, insurance distribution companies and the clients they serve.

On June 20, 2023, F&G purchased a 40 % minority ownership stake in DCMT Worldwide, LLC (“DCMT”).

DCMT distributes life insurance and annuity products through a network of over 1,000 agents.

On January 30, 2023, F&G purchased a 49 % minority ownership stake in Syncis Holdings, LLC (“Syncis”).

Syncis is an approximately 1,200 agent Network Marketing Group (“NMG”).

We have elected the fair value option to account for these investments and have included them in Investments in unconsolidated affiliates on the accompanying Consolidated Balance Sheets.

Reclassifications

In addition to the adjustments made related to the implementation of ASU 2018-12, we also reclassified approximately $ 28 million and $ 21 million from Other long-term investments to Investments in unconsolidated affiliates on the Consolidated Balance Sheets for consistency as of December 31, 2022 and 2021, respectively.

These reclassifications had no impact on Net earnings or Equity.

Total initial consideration is comprised of cash of approximately $ 269 million and $ 48 million of contingent consideration.

Under the terms of the purchase agreement, the Company has agreed to make cash payments of up to approximately $ 90 million over a three year

period upon the achievement by Roar of certain earnings before interest, taxes, depreciation and amortization (“EBITDA”) milestones.

For more information regarding the Roar and PALH acquisitions, refer to Note P - Acquisitions .

Principles of Consolidation and Basis of Presentation

The accompanying Consolidated Financial Statements are prepared in accordance with GAAP and include our accounts as well as our wholly owned subsidiaries.

The Consolidated Financial Statements are prepared in accordance with GAAP and include our accounts as well as our wholly owned subsidiaries and majority-owned subsidiaries.

All intercompany profits, transactions and balances have been eliminated.

Non-controlling interests recorded on the Consolidated Statements of Operations represent the portion of a majority-owned subsidiary's net earnings or loss that is owned by non-controlling shareholders of the subsidiary.

Non-controlling interests recorded on the Consolidated Balance Sheets represent the portion of equity in a consolidated subsidiary owned by non-controlling shareholders.

Refer to Note T - Recent Accounting Pronouncements for information on recent accounting pronouncements that may have an impact on our Consolidated Financial Statements.

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Fixed maturity securities are purchased to support our investment strategies, which are developed based on factors including rate of return, maturity, credit risk, duration, tax considerations and regulatory requirements.

Our investments in fixed maturity securities have been designated as available-for-sale (“AFS”) and are carried at fair value, net of allowance for expected credit losses, with unrealized gains and losses included within accumulated other comprehensive earnings (loss) (“AOCI”), net of deferred income taxes.

Fair values for fixed maturity securities are principally a function of current market conditions and are primarily valued based on quoted prices in markets that are not active or model inputs that are observable or unobservable.

Our investments in fixed maturity securities have been designated as available-for-sale (“AFS”) and are carried at fair value, net of allowance for expected credit losses, with unrealized gains and losses included within accumulated other comprehensive income (loss) (“AOCI”), net of deferred income taxes.

We recognize investment income on fixed maturities based on the effective interest method, which results in the recognition of a constant rate of return on the investment equal to the prevailing rate at the time of purchase or at the time of subsequent adjustments of book value.

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We generally record security transactions on a trade date basis except for private placements, which are recorded on a settlement date basis.

Realized gains and losses on sales of fixed maturity securities are reported within Recognized gains and (losses), net in the accompanying Consolidated Statements of Operations.

Realized gains and losses on sales of fixed maturity securities are reported within Recognized gains and (losses), net in the Consolidated Statements of Operations.

Fixed maturity securities AFS are subject to an allowance for credit loss and changes in the allowance are reported in net earnings as a component of Recognized gains and (losses), net.

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Preferred and equity securities held are carried at fair value as of the balance sheet dates.

The fair values of our preferred and equity securities are based on quoted prices in active markets or are valued based on quoted prices in markets that are not active, model inputs that are observable or unobservable or based on net asset value (“NAV”).

Changes in fair value and realized gains and losses on sales of our preferred and equity securities are reported within Recognized gains and losses, net in the accompanying Consolidated Statements of Operations.

Changes in fair value and realized gains and losses on sales of our preferred and equity securities are reported within Recognized gains and losses, net in the Consolidated Statements of Operations.

Realized gains and losses on sales of our preferred and equity securities are determined on the first-in first-out cost basis and are credited or charged to earnings on a trade date basis unless the security is a private placement in which case settlement date basis is used.

Interest and dividend income from these investments is reported in Interest and investment income in the accompanying Consolidated Statements of Operations.

Interest and dividend income from these investments is reported in Interest and investment income in the Consolidated Statements of Operations.

Derivative Financial Instruments

We hedge certain portions of our exposure to product related equity market risk by entering into derivative transactions (primarily call options).

We hedge certain portions of our exposure to product related equity market risk by entering into derivative transactions (primarily equity options).

We utilize interest rate swaps to reduce market risks from interest rate changes on our earnings associated with our floating rate investments.

All such derivative instruments are recognized as either assets or liabilities in the accompanying Consolidated Balance Sheets at fair value.

The changes in fair value are reported within Recognized gains and losses, net in the accompanying Consolidated Statements of Operations.

We purchase financial instruments and issue products that may contain embedded derivative instruments.

All such derivative instruments are recognized as either assets or liabilities in the Consolidated Balance Sheets at fair value.

The changes in fair value are reported within Recognized gains and losses, net in the Consolidated Statements of Operations.

The change in the fair value of derivative instruments is included in (Gain) loss on sales of investments and other assets and asset impairments, net, in the Consolidated Statements of Cash Flow.

We purchase financial instruments that may contain embedded derivative instruments.

If it is determined that the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract, and a separate instrument with the same terms would qualify as a derivative instrument, the embedded derivative is bifurcated from the host contract for measurement purposes.

The Company’s embedded derivative associated to our FIA crediting rates policies is carried at fair value, which is determined through a combination of market observable inputs such as market value of option and interest swap rates and unobservable inputs such as the mortality multiplier, surrender and withdrawal rates and non-performance spread.

The changes in fair value of the FIA embedded derivative are reported within Benefits and other changes in policy reserves in the accompanying Consolidated Statements of Operations.

See a description of the fair value methodology used in Note B - Fair Value of Financial Instruments.

Reinsurance Related Embedded Derivatives

F&G cedes certain business on a coinsurance funds withheld basis.

Investment results for the assets that support the coinsurance that are segregated within the funds withheld account are passed directly to the reinsurer pursuant to

the contractual terms of the reinsurance agreement, which creates embedded derivatives considered to be total return swaps.

These total return swaps are not clearly and closely related to the underlying reinsurance contract and thus require bifurcation.

The fair value of the total return swaps is based on the change in fair value of the underlying assets held in the funds withheld account.

These embedded derivatives are reported in Prepaid expenses and other assets if in a net gain position, or Accounts payable and accrued liabilities, if in a net loss position on the Consolidated Balance Sheets and the related gains or losses are reported in Recognized gains and (losses), net, on the Consolidated Statements of Operations.

Mortgage Loans

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Unamortized net fees or costs are recognized upon early repayment of the loans.

Loan commitment fees are deferred and amortized on an effective yield basis over the term of the loan.

Interest income, amortization of premiums and discounts, prepayment fees, and loan commitment fees are reported in Interest and investment income in the accompanying Consolidated Statements of Operations.

Interest income, amortization of premiums and discounts, prepayment fees, and loan commitment fees are reported in Interest and investment income in the Consolidated Statements of Operations.

Policy loans are reported at the unpaid principal balance and are fully collateralized by the cash surrender value of underlying insurance policies.

Short-term investments

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For investments subsequently measured using the equity method (primarily limited partnerships), adjustments to the carrying amount reflect our pro rata ownership percentage of the operating results as indicated by net asset value (“NAV”) in the unconsolidated affiliates’ financial statements, which we may adjust if we determine NAV is not calculated consistent with investment company fair value principles.

Our pro rata share of NAV adjustments are reported in Interest and investment income and realized gains and losses on sales are reported in Recognized gains and (losses), net in the Consolidated Statements of Operations.

Distributions received from investments measured using the equity method are recorded as a decrease in the investment balance.

For investments subsequently measured using the fair value option, adjustments to the carrying amount reflecting the change in fair value of the investment are reported along with realized gains and losses on sales of investments in unconsolidated affiliates in Recognized gains and (losses), net in the accompanying Consolidated Statements of Operations.

Distributions received from investments measured using the fair value option are reported within Interest and investment income in the accompanying Consolidated Statements of

Recognition of income and adjustments to the carrying amount can be delayed due to the availability of the related financial statements, which are obtained from the general partner or managing member generally on a one to three month delay.

For investments using the equity method, management inquires quarterly with the general partner or managing member to determine whether any credit or other market events have occurred since prior quarter financial statements to ensure any material events are properly included in current quarter valuation and investment income.

Management inquires quarterly with the general partner or managing member to determine whether any credit or other market events have occurred since prior quarter financial statements to ensure any material events are properly included in our current quarter NAV adjustments and investment income.

For investments subsequently measured using the fair value option, adjustments to the carrying amount reflecting the change in fair value of the investment and realized gains and losses on sales are reported in Recognized gains and (losses), net in the Consolidated Statements of Operations.

Distributions received from investments measured using the fair value option are reported within Interest and investment income in the Consolidated Statements of Operations.

For descriptions of the fair value methodologies used for our investments, refer to Note B - Fair Value of Financial Instruments.

Interest and investment income

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Fair Value of Assets Acquired and Liabilities Assumed in Business Combinations

FASB Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, requires an acquirer to recognize, separately from goodwill, the identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree, and to measure these items generally at their acquisition date fair values.

Goodwill is recorded as the residual amount by which the purchase price exceeds the fair value of the net assets acquired.

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, requires an acquirer to recognize, separately from goodwill, the identifiable assets acquired, liabilities assumed, and any non-controlling interest in the acquiree, and to measure these items generally at their acquisition date fair values.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, we are required to report provisional amounts in the financial statements for the items for which the accounting is incomplete.

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During the measurement period, we are also required to recognize additional assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets and liabilities as of that date.

The measurement period ends the sooner of one year from the acquisition date or when we receive the information we were seeking about facts and circumstances that

existed as of the acquisition date or learn that more information is not obtainable.

Contingent consideration liabilities or receivables recorded in connection with business acquisitions must also be adjusted for changes in fair value until settled.

The measurement period ends the sooner of one year from the acquisition date, when we receive the information we were seeking about facts and circumstances that existed as of the acquisition date or learn that more information is not obtainable.

Goodwill represents the excess of cost over fair value of identifiable net assets acquired and assumed in a business combination.

Goodwill and other intangible assets with indefinite useful lives are reviewed for impairment at the reporting unit level on an annual basis or more frequently if circumstances indicate potential impairment, through a comparison of fair value to the carrying amount.

In evaluating the recoverability of goodwill, we first determined that based on the level at which the operating results are shared with and regularly reviewed by the Company’s Chief Operating Decision Maker, the Company is a single reporting unit.

Next, we perform a qualitative analysis at the reporting unit level to determine whether there are any events or circumstances that would indicate it is more likely than not that the fair value of our recorded goodwill exceeds its carrying value, prior to performing a full fair-value assessment.

In evaluating the recoverability of goodwill, we perform a qualitative analysis at the reporting unit level to determine whether there are any events or circumstances that would indicate it is more likely than not that the fair value of our recorded goodwill exceeds its carrying value, prior to performing a full fair-value assessment.

We complete annual goodwill impairment analyses in the fourth quarter of each period presented using a September 30 measurement date.

For the years ended December 31, 2024 and 2023, we determined there were no events or circumstances which indicated that the carrying value of a reporting unit exceeded the fair value.

VOBA, DAC, DSI and URL

Our intangible assets include the value of insurance and reinsurance contracts acquired (hereafter referred to as VOBA), DAC and DSI.

Insurance and Reinsurance Related Intangible Assets

We have insurance and reinsurance related intangible assets, which include the value of insurance and reinsurance contracts acquired (hereafter referred to as “VOBA”), DAC, DSI, and cost of reinsurance (“COR”).

VOBA, DAC, and DSI are reported in Other intangible assets, net, on the Consolidated Balance Sheets.

COR may be reported in Prepaid expenses and other assets or in Accounts payable and accrued liabilities on the Consolidated Balance Sheets as described below under “ Reinsurance - Cost of Reinsurance.”

VOBA is an intangible asset that reflects the amount recorded as insurance contract liabilities less the estimated fair value of in-force contracts (“VIF”) in a life insurance company acquisition.

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The VIF is determined by the present value of statutory distributable earnings less opening required capital.

DAC consists principally of commissions and other acquisition costs that are related directly to the successful sale of new or renewal insurance contracts.

Indirect or unsuccessful acquisition costs, maintenance, product development and overhead expenses are charged to expense as incurred.

DSI represents up front bonus credits and persistency or vesting bonuses credited to contractholder fund balances.

VOBA, DAC, and DSI are amortized on a constant level basis for the grouped contracts over the expected term of the related contracts to approximate straight-line amortization.

consists principally of commissions and other acquisition costs that are related directly to the successful sale of new or renewal insurance contracts that are deferred as they are incurred.

When insurance contracts are reinsured and reinsurance accounting is applied, acquisition cost reimbursements from reinsurers are recorded as a reduction to DAC.

Indirect or unsuccessful acquisition costs, maintenance, product development and overhead expenses are charged to expense as incurred and are offset by maintenance expense reimbursements within a reinsurance arrangement, when reinsurance accounting is applied to the respective arrangement DSI represents up front bonus credits and persistency or vesting bonuses credited to contractholder fund balances.

COR represents net cash flows on reinsurance coverage to ensure no gain or loss is recognized at inception.

VOBA, DAC, DSI, and COR are amortized on a constant level basis for the grouped contracts over the expected term of the related contracts to approximate straight-line amortization.

Contracts are grouped by product type, feature and issue year into cohorts consistent with the grouping used in estimating the associated liability, where applicable.

The constant level amortization bases of VOBA, DAC and DSI varies by product type.

The constant level amortization bases of VOBA, DAC, DSI, and COR varies by product type.

For universal life and IUL insurance products, the constant level basis used is face amount in force.

For deferred annuities (FIA and fixed rate annuities), the constant level basis used is initial premium deposit for DAC and DSI and vested account value as of the acquisition date for VOBA.

For deferred annuities (indexed annuities and fixed rate annuities), the constant level basis used is initial premium deposit for DAC and DSI and vested account value as of the acquisition date for VOBA and ceded initial premium for COR.

For immediate annuity contracts, the VOBA balance is amortized in alignment with the Company’s accounting policy of amortizing the deferred profit liability (“DPL”).

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All balances are reduced for actual experience in excess of expected experience with changes in future estimates recognized prospectively over the remaining expected grouped contract term.

The impact of changes in projected assumptions and the impact of actual experience that is different from expectations both impact the amortization of these intangible assets, which is reported within Depreciation and amortization in the accompanying Consolidated Statements of Operations.

The impact of changes in projected assumptions and the impact of actual experience that is different from expectations impact the amortization of these intangible assets, which is reported within Depreciation and amortization for VOBA, DAC DSI and for COR, if the net COR balance is in a deferred gain position is reported within Life insurance premiums and other fees, and if the net COR balance is in a deferred loss position is reported within Other operating expenses in the Consolidated Statements of Operations.

Some of our IUL policies require payment of fees or other policyholder assessments in advance for services that will be rendered over the estimated lives of the policies or contracts.

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Intangible assets with estimable lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

In general, customer relationships are amortized over their estimated useful lives, generally ten years , using an accelerated method, which takes into consideration expected customer attrition rates.

In general, customer relationships are amortized over their estimated useful lives using an accelerated method, which takes into consideration expected customer attrition rates.

VODA is an intangible asset that represents the value of an acquired distribution network and is amortized using the sum of years digits method.

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Software acquired in business combinations is recorded at its fair value and amortized using straight-line or accelerated methods over its estimated useful life.

For internal-use computer software products, internal and external costs incurred during the preliminary project stage are expensed as they are incurred.

For internal-use computer software products,

internal and external costs incurred during the preliminary project stage are expensed as they are incurred.

Internal and external costs incurred during the application development stage are capitalized and amortized on a product by product basis commencing on the date the software is ready for its intended use.

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Refer to Note F - Intangibles for details of impairment expense.

Contingent Consideration

Contingent consideration recognized in connection with a business combination represents an obligation to transfer additional assets or equity interests as part of the exchange for control of an acquiree if specified future events or conditions are met.

Contingent consideration is recognized at fair value in the Consolidated Balance Sheets within Accounts payable and accrued liabilities.

Changes in fair value are recognized in the Consolidated Statements of Operations as Other operating expenses.

Property and Equipment

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Depreciation is computed primarily using the straight-line method based on the estimated useful lives of the related assets:

twenty to thirty years for buildings and zero to twenty-five years for furniture, fixtures and equipment.

twenty to thirty years for buildings and three to twenty-five years for furniture, fixtures and equipment.

Leasehold improvements are amortized on a straight-line basis over the lesser of the term of the applicable lease or the estimated useful lives of such assets.

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Contractholder Funds

Contractholder funds include deferred annuities (FIAs and fixed rate annuities), IULs, funding agreements and non-life contingent (“NLC”) immediate annuities (which includes NLC PRT annuities).

Contractholder funds include deferred annuities (indexed annuities and fixed rate annuities), IULs, funding agreements and non-life contingent (“NLC”) immediate annuities (which includes NLC PRT annuities).

The liabilities for contractholder funds for fixed rate annuities, funding agreements and NLC immediate annuities consist of contract account balances that accrue to the benefit of the contractholders.

The liabilities for FIA and IUL policies consist of the value of the host contract plus the fair value of the indexed crediting feature of the policy, which is accounted for as an embedded derivative.

The embedded derivative liability is carried at fair value in Contractholder funds in the accompanying Consolidated Balance Sheets with changes in fair value reported in Benefits and other changes in policy reserves in the accompanying Consolidated Statements of Operations.

The liabilities for indexed annuities and IUL policies consist of the value of the host contract plus the fair value of the indexed crediting feature of the policy, which is accounted for as an embedded derivative.

The embedded derivative liability is carried at fair value in Contractholder funds in the Consolidated Balance Sheets with changes in fair value reported in Benefits and other changes in policy reserves in the Consolidated Statements of Operations.

See a description of the fair value methodology used in Note B - Fair Value of Financial Instruments .

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The FPB are determined as the present value of future policy benefits and related claims expenses to be paid to or on behalf of the policyholder less the present value of future net premiums to be collected from policyholders.

The FPB for traditional life policies and life-contingent immediate annuity policies (which includes life-contingent

PRT annuities) are estimated using current assumptions that include discount rate, mortality and surrender/lapse terminations for traditional life insurance policies only, and expenses.

The FPB for traditional life policies and life-contingent immediate annuity policies (which includes life-contingent PRT annuities) are estimated using current assumptions that include discount rate, mortality and surrender/lapse terminations for traditional life insurance policies only, and expenses.

The expense assumption is locked-in at contract issuance and not subsequently reviewed or updated.

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Life-contingent PRT annuities are grouped into cohorts by deal and legal entity.

At contract inception, a net premium ratio (“NPR”) is determined, which is calculated based on discounted future cash flows projected using best estimate assumptions and is capped at 100 %, as net premiums cannot exceed gross premiums.

At contract inception, a net

premium ratio (“NPR”) is determined, which is calculated based on discounted future cash flows projected using best estimate assumptions and is capped at 100 %, as net premiums cannot exceed gross premiums.

Cohorts with NPRs less than 100 % are not used to offset cohorts with NPRs greater than 100 %.

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The updated liability is compared with the carrying amount of the liability as of that same date before the revised NPR.

The difference between these amounts is the remeasurement gain or loss, presented parenthetically within Benefits and other changes in policy reserves in the accompanying Consolidated Statements of Operations.

The difference between these amounts is the remeasurement gain or loss, presented parenthetically within Benefits and other changes in policy reserves in the Consolidated Statements of Operations.

In subsequent periods, the revised NPR is used to measure the FPB, subject to future revisions.

If the NPR is greater than 100 %, and therefore capped at 100 %, the liability is increased and expensed immediately to reflect the amount necessary for net premiums to equal gross premiums.

As the liability assumptions are reviewed and updated, if deemed necessary, at least annually, if conditions improve whereby the contracts are no longer expected to have net premiums in excess of gross premiums, the improvements would be captured in the remeasurement process and reflected in the accompanying Consolidated Statements of Operations in the period of improvement.

As the liability assumptions are reviewed and updated, if deemed necessary, at least annually, if conditions improve whereby the contracts are no longer expected to have net premiums in excess of gross premiums, the improvements would be captured in the remeasurement process and reflected in the Consolidated Statements of Operations in the period of improvement.

For traditional life policies and life-contingent immediate annuity policies (which includes life-contingent PRT annuities), the discount rate assumption is an equivalent single rate that is derived based on A-credit-rated fixed-income instruments with similar duration to the liability.

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In order to reflect the duration characteristics of the liability, we will use an implied forward yield curve and linear interpolation will be used for durations that have limited or no market observable points on the curve.

The discount rate assumption is updated quarterly and used to remeasure the liability at the reporting date, with the resulting change reflected in the accompanying Consolidated Statements of Comprehensive Earnings.

The discount rate assumption is updated quarterly and used to remeasure the liability at the reporting date, with the resulting change reflected in the Consolidated Statements of Comprehensive Income (Loss).

Deferred Profit Liability

For life-contingent immediate annuity policies, gross premiums received in excess of net premiums are deferred at initial recognition as a DPL.

Gross premiums are measured using assumptions consistent with those used in the measurement of the related liability for FPBs, including discount rate, mortality, and expenses.

Premiums are measured using assumptions consistent with those used in the measurement of the related liability for FPBs, including discount rate, mortality, and expenses.

The DPL is amortized and recognized as premium revenue with the amount of expected future benefit payments, discounted using the same discount rate determined and locked-in at contract issuance that is used in the measurement of the related FPB.

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When cash flows are updated, the updated estimates are used to recalculate the initial DPL at contract issuance.

The recalculated DPL as of the beginning of the current reporting period is compared to the carrying amount of the DPL as of the beginning of the current reporting period, with any differences recognized as a remeasurement gain or loss, presented parenthetically within Benefits and other changes in policy reserves in the accompanying Consolidated Statements of Operations.

The DPL is recorded as a component of the Future policy benefits in the accompanying Consolidated Balance Sheets.

The DPL is recorded as a component of the Future policy benefits in the Consolidated Balance Sheets.

Market Risk Benefits

MRBs are contracts or contract features that both provide protection to the contract holder from other-than-nominal capital market risk (equity, interest rate and foreign exchange risk) and expose the Company to other-than-nominal capital market risk.

MRBs include certain contract features primarily on FIA products that provide minimum guarantees to policyholders, such as guaranteed minimum death benefit (“GMDB”), guaranteed minimum withdrawal benefit (“GMWB”) riders and guaranteed minimum accumulation benefit (“GMAB”) riders.

MRBs are measured at fair value using an attributed fee measurement approach where attributed fees are explicit rider charges collectible from the policyholder used to cover the excess benefits, which represent expected benefits in excess of the policyholder’s account value.

MRBs include certain contract features primarily on indexed annuities products that provide minimum guarantees to policyholders, such as guaranteed minimum death benefit (“GMDB”), guaranteed minimum withdrawal benefit (“GMWB”) riders and guaranteed minimum accumulation benefit (“GMAB”) riders.

In certain reinsurance transactions, the underlying risks ceded to a reinsurer contain MRBs.

MRBs (inclusive of reinsured MRBs) are measured at fair value using an attributed fee measurement approach where attributed fees are explicit rider charges collectible from the policyholder (or paid to the reinsurer) used to cover the excess benefits, which represent expected benefits in excess of the policyholder’s account value.

At contract inception, an attributed fee ratio is calculated equal to rider charges over benefits paid in excess of the account value attributable to the MRBs.

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Policyholder behavior assumptions are reviewed at least annually, typically in the third quarter, for any revisions.

Reinsured MRBs are valued using a methodology consistent with direct MRBs, with the exception of the non-performance spread which reflects the credit of the reinsurer.

MRBs can either be in an asset or liability position and are presented separately on the Consolidated Balance Sheets as the right of setoff criteria are not met.

Changes in fair value are recognized in Market risk benefits gain (losses) in the Consolidated Statements of Operations, except for the change in fair value due to a change in the instrument-specific credit risk, which is recognized in the Consolidated Statements of Comprehensive Earnings.

Changes in fair value, net, are recognized in Market risk benefit (gains) losses in the Consolidated Statements of Operations, except for the change in fair value due to a change in our instrument-specific credit risk, which is recognized in the Consolidated Statements of Comprehensive Income (Loss).

See a description of the fair value methodology used in Note B - Fair Value of Financial Instruments and Note G - Market Risk Benefits .

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Our insurance subsidiaries enter into reinsurance agreements with other companies in the normal course of business.

For arrangements that meet the criteria to be accounted for as reinsurance, we present the amounts consistently and on a gross basis in our Consolidated Balance Sheets with the ceded reserves balance presented as a Reinsurance recoverable.

Deferred gains will be included within Accounts payable and accrued expenses with the related accretion reflected within Life insurance premiums and other fees on the Consolidated Balance Sheets and Statements of Operations, respectively.

Deferred costs will be included within the Prepaid expense and other assets with the related amortization reflected within Other operating expenses in the Consolidated Balance Sheets and Statements of Operations, respectively.

Premium and expense are recorded net of reinsurance ceded.

For arrangements in which the underlying contracts do not included insurance risk or do not meet the criteria to be accounted for as reinsurance, the arrangements are accounted for as separate investment contracts or deposit accounting is applied, respectively.

In both cases, we calculate a deposit asset based on the actual and expected cash flows associated to each arrangement and use the interest method to accrete the deposit asset using an effective yield based on changes in actual and expected cash flows.

The deposit asset is presented within Reinsurance recoverable on the Consolidated Balance Sheets and the accretion of the deposit asset is presented within Benefits and other changes in policy reserves on the accompanying Consolidated Statements of Operations.

For certain arrangements that are not accounted for as reinsurance, the right of offset is applied when there is a right of offset explicit in the reinsurance agreement.

This results in the assets and liabilities associated with the arrangement presented on a net basis in the accompanying Consolidated Balance Sheets, and the related net investment income, investment gain/loss, and change in deposit asset are presented net on the accompanying Consolidated Statements of Operations.

F&G intends to apply the right of offset where there is a right of offset explicit in the reinsurance agreement.

In certain arrangements that are not accounted for as reinsurance, the right of offset may be applied resulting in all balances and activity associated with the agreement being presented on a net basis in the Consolidated Balance Sheets and Statements of Operations, respectively.

When the right of offset is not applied, the arrangement is reflected on a gross basis in the Consolidated Balance Sheets and Statements of Operations.

This results in the recognition of a Reinsurance recoverable for amounts due from the reinsurer.

For arrangements accounted for as reinsurance, the Reinsurance recoverable balance reflects the reserve balance of the policies ceded.

For arrangements not accounted for as reinsurance, deposit accounting is applied.

As a result, the deposit asset presented as a Reinsurance recoverable on the Consolidated Balance Sheets, is based on the actual and expected cash flows due from the reinsurer where the interest method is used to accrete the deposit asset using an effective yield based on changes in actual and expected cash flows.

For coinsurance of FIA and IUL policies, the Reinsurance recoverable will incorporate the fair value of the indexed crediting feature, which is accounted for as an embedded derivative.

Changes in the Reinsurance recoverable balance are reported as Benefits and other changes in policy reserves in the Consolidated Statements of Operations.

Cost of Reinsurance

Amounts received from or paid to reinsurers in excess of reimbursements or liabilities ceded, respectively, represents COR.

If the net COR balance is in a deferred gain position, it is included within Accounts payable and accrued liabilities with the related amortization reflected within Life insurance premiums and other fees and, if in a deferred loss position, is included within the Prepaid expenses and other assets with the related amortization reflected within Other operating expenses, in the Consolidated Balance Sheets and Statements of Operations, respectively.

Premiums and expenses are recorded net of reinsurance ceded.

Funds Withheld Arrangements

F&G cedes certain business on a coinsurance funds withheld basis.

Investment results for the assets that support the coinsurance that are segregated within the funds withheld account are passed directly to the reinsurer pursuant to the contractual terms of the reinsurance agreement, which creates embedded derivatives considered to be total return swaps.

These total return swaps are not clearly and closely related to the underlying reinsurance agreement and thus require bifurcation.

The fair value of the total return swaps is based on the change in fair value of the underlying assets held in the funds withheld account.

Revenue Recognition

Life insurance premiums and other fees primarily reflect premiums on life-contingent PRTs and traditional life insurance products, which are recognized as revenue when due from the policyholder, as well as policy rider fees primarily on FIA policies, the cost of insurance on IUL policies and surrender charges assessed against policy withdrawals in excess of the policyholder's allowable penalty-free amounts.

F&G derives its revenue from external customers primarily located in the United States.

Life insurance premiums and other fees primarily reflect premiums on life-contingent PRTs and traditional life insurance products, which are recognized as revenue when due from the policyholder, as well as policy rider fees primarily on indexed annuities policies, the cost of insurance on IUL policies and surrender charges assessed against policy withdrawals in excess of the policyholder's allowable penalty-free amounts.

We have ceded the majority of our traditional life business to unaffiliated third-party reinsurers.

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Surrender charges are earned when a policyholder withdraws funds from the contract early or cancels the contract.

Premium and annuity deposit collections for FIA, fixed rate annuities, immediate annuities and PRT without life contingencies, and amounts received for funding agreements are reported in the financial statements as deposit liabilities (i.e., Contractholder Funds) instead of as sales or revenues.

Premium and annuity deposit collections for indexed annuities, fixed rate annuities, immediate annuities and PRT without life contingencies, and amounts received for funding agreements are reported in the financial statements as deposit liabilities (i.e., Contractholder Funds) instead of as sales or revenues.

Similarly, cash payments to customers are reported as decreases in the liability for contractholder funds and not as expenses.

Sources of revenues for products accounted for as deposit liabilities include net investment income, surrender, cost of insurance and other charges deducted from Contractholder Funds, and net realized gains (losses) on investments.

Components of expenses for products accounted for as deposit liabilities are interest-sensitive and index product benefits (primarily interest credited to account balances or the hedging cost of providing index credits to the policyholder), amortization of VOBA, DAC and DSI, other operating costs and expenses, and income taxes.

Premiums, annuity deposits (net of reinsurance and reinsurance recoverable) and funding agreements, which are not included as revenues in the accompanying Consolidated Statements of Operations, collected by product type were as follows:

Components of expenses for products accounted for as deposit liabilities are interest-sensitive and index product benefits (primarily interest credited to account balances or the hedging cost of providing index credits to the policyholder), amortization of VOBA, DAC, DSI and COR, other operating costs and expenses, and income taxes.

Premiums, annuity deposits (net of reinsurance and reinsurance recoverable) and funding agreements, which are not included as revenues in the Consolidated Statements of Operations, collected by product type were as follows:

Year Ended December 31,

2024 2023 2022

Fixed indexed annuities $ 4,738 $ 4,483 $ 4,420

Indexed annuities $ 5,828 $ 4,738 $ 4,483

Fixed rate annuities 1,277 1,147 1,522

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Interest and investment income consist primarily of interest payments received on fixed maturity security holdings and dividends received on preferred and equity security holdings along with the investment income of limited partnerships and is recognized when earned.

Owned distribution revenues generated from commissions earned on contracts with insurance carriers are considered variable consideration and consist of revenue primarily from annuity products.

Revenue is recognized at the effective date of each policy sold at the net amount retained under a contract within Owned distribution revenues on the Consolidated Statements of Operations.

Intercompany transactions are eliminated in consolidation.

Benefits and Other Changes in Policy Reserves

Benefit expenses for deferred annuities (FIAs and fixed rate annuities), IUL policies and funding agreements include interest credited, fixed interest, floating interest (specific to funding agreements) and/or index credits (specific to FIA and IUL policies), to contractholder account balances.

Benefit expenses for deferred annuities (indexed annuities and fixed rate annuities), IUL policies and funding agreements include interest credited to contractholder account balances.

For indexed annuities and IUL, the benefits expense includes the change in fair value of the embedded derivatives associated with the equity crediting rates.

Benefit claims in excess of contract account balances, net of reinsurance recoveries, are charged to expense in the period that they are earned by the policyholder based on their selected strategy or strategies.

Other changes in policy reserves include the change in the fair value of the FIA embedded derivative.

All changes in the Reinsurance recoverable balance that need to be reflected in earnings are included within Benefits and other changes in policy reserves on the Consolidated Statements of Operations.

For reinsurance arrangements that apply reinsurance accounting, this primarily relates to changes in the reserve balance ceded.

For reinsurance arrangements that apply deposit accounting, this primarily relates to accretion of the deposit asset balance.

Other changes in policy reserves also include the change in reserves for life insurance products.

For traditional life and life-contingent immediate annuities (which includes PRT annuities with life contingencies), policy benefit claims are charged to expense in the period that the claims are incurred, net of reinsurance recoveries.

Remeasurement gains or losses on the related FPB and DPL balances are presented parenthetically within Benefits and other changes in policy reserves in the accompanying Consolidated Statements of Operations.

Remeasurement gains or losses on the related FPB and DPL balances are presented parenthetically within Benefits and other changes in policy reserves in the Consolidated Statements of Operations.

Stock-Based Compensation Plans

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Earnings Per Share

Basic earnings per share (“EPS”), as presented on the Consolidated Statements of Operations, is computed by dividing net earnings from continuing operations and separately from discontinued operations by the weighted average number of common shares outstanding during the period.

In periods when earnings are positive, diluted earnings per share is calculated by dividing net earnings from continuing operations and separately from discontinued operations by the weighted average number of common shares outstanding plus the impact of assumed conversions of potentially dilutive securities.

For periods when we recognize a net loss, diluted earnings per share is equal to basic earnings per share as the impact of assumed conversions of potentially dilutive securities is considered to be antidilutive.

Basic earnings per share (“EPS”), as presented on the Consolidated Statements of Operations, is computed by dividing net earnings available to common shareholders in a given period by the weighted average number of common shares outstanding during such period.

Net earnings available to common shareholders is net earnings adjusted for net earnings attributable to non-controlling interests, preferred stock dividends, including preferred stock dividends declared.

In periods when earnings are positive, diluted EPS is calculated by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding plus assumed conversions of potentially dilutive securities.

For periods when we recognize a net loss, diluted loss per share is equal to basic loss per share as the impact of assumed conversions of potentially dilutive securities is considered to be antidilutive.

Certain shares of restricted stock, using the treasury stock method and, as of January 12, 2024, the FNF Preferred Stock, using the if-converted method, are treated as common share equivalents for purposes of calculating diluted earnings per share for periods in which the effect is dilutive.

The if-converted method assumes that the convertible preferred stock converts into common stock at the beginning of the period or date of issuance, if later.

Refer to Note S - Earnings Per Share for more details over our calculation of EPS.

Comprehensive Earnings (Loss)

We report Comprehensive earnings (loss) in accordance with GAAP on the Consolidated Statements of Comprehensive Earnings (Loss).

Total comprehensive earnings are defined as all changes in shareholders' equity during a period, other than those resulting from investments by and distributions to shareholders.

While total comprehensive earnings is the activity in a period and is largely driven by net earnings in that period, accumulated other comprehensive earnings or loss represents the cumulative balance of other comprehensive earnings, net of tax, as of the balance sheet date.

Comprehensive Income (Loss)

We report Comprehensive Income (Loss) in accordance with GAAP on the Consolidated Statements of Comprehensive Income (Loss).

Total comprehensive income is defined as all changes in shareholders' equity during a period, other than those resulting from investments by and distributions to shareholders.

While total Comprehensive Income (Loss) is the activity in a period and is largely driven by net earnings in that period, Accumulated other comprehensive income or loss (“AOCI”) represents the cumulative balance of other comprehensive income, net of tax, as of the balance sheet date.

Amounts reclassified to net earnings relate to the realized gains (losses) on our investments and other financial instruments, excluding investments in unconsolidated affiliates, and are included in Recognized gains and (losses), net on the Consolidated Statements of Operations.

The income tax effects are released from AOCI when the related activity is reclassified to net earnings.

Management Estimates

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Periodically, and at least annually, typically in the third quarter, we review the assumptions associated with reserves for policy benefits and product guarantees.

During the third quarter of 2023 and for the year ended December 31, 2023, based on increases in interest rates and pricing changes, we updated certain FIA assumptions to calculate the fair value of the embedded derivative component within the contractholder funds and also aligned reserves to actual policyholder behavior.

During the third quarter and for the year ended December 31, 2024, based on policyholder behavior, experience and interest rate movements, we reflected updates to surrender assumptions for recent and expected near term policyholder behavior, as well as updated certain indexed annuities assumptions used to calculate the fair value of the embedded derivative component within contractholder funds.

These changes resulted in a decrease in total benefits and other changes in policy reserves of approximately $ 89 million for the year ended December 31, 2024.

During the third quarter and for the year ended December 31, 2023, based on increases in interest rates and pricing changes, we updated certain indexed annuities assumptions to calculate the fair value of the embedded derivative component within the contractholder funds and also aligned reserves to actual policyholder behavior.

These changes resulted in an increase in total benefits and other changes in policy reserves of approximately $ 73 million .

During the fourth quarter of 2022, based on increases in interest rates and pricing changes during 2022, we updated certain FIA assumptions used to calculate the fair value of the embedded derivative component within contractholder funds and the fair value of market risk benefits.

During the fourth quarter of 2022, based on increases in interest rates and pricing changes during 2022, we updated certain indexed annuities assumptions used to calculate the fair value of the embedded derivative component within contractholder funds and the fair value of market risk benefits.

These changes, taken together, resulted in an increase in contractholder funds and market risk benefits of $ 99 million .

During the third quarter of 2021, we implemented a new actuarial valuation system.

As a result, our third quarter 2021 assumption updates include model refinements and assumption updates resulting from the

implementation.

The system implementation and assumption review process that occurred in the third quarter of 2021, included refinements in the calculation of the fair value of the embedded derivative component of our FIAs within contractholder funds and updates to the surrender rates, GMWB utilization and earned rate assumptions to reflect our current and expected future experience.

These changes, taken together, resulted in a decrease in contractholder funds and future policy reserves of $ 435 million.

The majority of the changes represent one-time adjustments in the third quarter of 2021 related to the cumulative impact of the system implementation and are not expected to re-occur in the future.

Reclassifications

Prior period amounts have been reclassified to conform with the current period presentation.

Note B - Fair Value of Financial Instruments

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We estimate an exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability (“exit price”) in the principal market, or the most advantageous market for that asset or liability in the absence of a principal market as opposed to the price that would be paid to acquire the asset or assume a liability (“entry price”).

We categorize financial instruments carried at fair value into a three-level fair value hierarchy, based on the priority of inputs to the respective valuation technique.

We categorize financial instruments carried at fair value into a three-level fair value hierarchy, based on the priority of inputs to the respective valuation technique, along with net asset value.

The three-level hierarchy for fair value measurement is defined as follows:

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Unobservable inputs reflect the Company’s best estimate of what hypothetical market participants would use to determine a transaction price for the asset or liability at the reporting date based on the best information available in the circumstances.

NAV - Certain equity investments are measured using NAV as a practical expedient in determining fair value.

Net Asset Value (“NAV”) – Certain equity investments are measured using NAV as a practical expedient in determining fair value.

In addition, our unconsolidated affiliates (primarily limited partnerships) are primarily accounted for using the equity method of accounting with fair value determined using NAV as a practical expedient.

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The underlying investments of the unconsolidated affiliates may have significant unobservable inputs, which may include, but are not limited to, comparable multiples and weighted average cost of capital rates applied in valuation models or a discounted cash flow model.

Additionally, management meets quarterly with the general partner to determine whether any credit or other market events have occurred since prior quarter financial statements to ensure any material events are properly included in current quarter valuation and investment income.

Additionally, management inquires quarterly with the general partner to determine whether any credit or other market events have occurred since prior period financial statements to ensure any material events are properly included in current period valuation and investment income.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.

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In addition to the unobservable inputs, Level 3 fair value investments may include observable components, which are components that are actively quoted or can be validated to market-based sources.

The carrying amounts and estimated fair values of our financial instruments for which the disclosure of fair values is required, including financial assets and liabilities measured and carried at fair value on a recurring basis, was summarized according to the hierarchy previously described, as follows (in millions):

Our assets and liabilities measured and carried at fair value on a recurring basis, summarized according to the hierarchy previously described, are as follows (in millions):

December 31, 2024

Level 1 Level 2 Level 3 NAV Fair Value Carrying Amount

Level 1 Level 2 Level 3 NAV Fair Value

Cash and cash equivalents $ 2,264 $ — $ — $ — $ 2,264

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Investment in unconsolidated affiliates — — 272 — 272

Short term investments 1,444 8 — — 1,452 1,452

Reinsurance related embedded derivative, included in other assets — 152 — — 152 152

Other long-term investments — — 32 32

Short term investments 2,355 18 37 — 2,410

Loan receivable, included in Prepaid expenses and other assets — — 11 — 11

Reinsurance related embedded derivative, included in Prepaid expenses and other assets — 109 — — 109

Market risk benefits asset — — 189 — 189

Total financial assets at fair value $ 5,060 $ 36,052 $ 11,642 $ 57 $ 52,811

FIA/ IUL embedded derivatives, included in contractholder funds $ — $ — $ 4,258 $ — $ 4,258 $ 4,258

Indexed annuities/ IUL embedded derivatives, included in Contractholder funds $ — $ — $ 5,220 $ — $ 5,220

Interest rate swaps, included in Accounts payable and accrued liabilities — 10 — — 10

Contingent consideration, included in Accounts payable and accrued liabilities — — 74 — 74

Market risk benefits liability — — 549 — 549

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December 31, 2023

Level 1 Level 2 Level 3 NAV Fair Value Carrying Amount

Level 1 Level 2 Level 3 NAV Fair Value

Cash and cash equivalents $ 1,563 $ — $ — $ — $ 1,563

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Investment in unconsolidated affiliates — — 285 — 285

Short-term investments 1,556 — — — 1,556 1,556

Reinsurance related embedded derivative, included in other assets — 279 — — 279 279

Other long-term investments — — 37 — 37

Short-term investments 1,444 8 — — 1,452

Reinsurance related embedded derivative, included in Prepaid expenses and other assets — 152 — — 152

Market risk benefits asset — — 88 — 88

Total financial assets at fair value $ 3,593 $ 32,095 $ 9,652 $ 59 $ 45,399

FIA/ IUL embedded derivatives, included in contractholder funds $ — $ — $ 3,115 $ — $ 3,115 $ 3,115

Indexed annuities/ IUL embedded derivatives, included in Contractholder funds $ — $ — $ 4,258 $ — $ 4,258

Market risk benefits liability — — 403 — 403

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Increases or decreases in the yields would result in lower or higher, respectively, fair value measurements.

For broker-quoted only securities, quotes from market makers or broker-dealers are obtained from sources recognized to be market participants.

the broker quotes are prices at which trades could be executed based on historical trades executed at broker-quoted or slightly higher prices.

For broker-quoted only securities, quotes

from market makers or broker-dealers are obtained from sources recognized to be market participants.

We believe the broker quotes are prices at which trades could be executed based on historical trades executed at broker-quoted or slightly higher prices.

We analyze the third-party valuation methodologies and related inputs to perform assessments to determine the appropriate level within the fair value hierarchy.

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Derivative Financial Instruments

Our call options, futures contracts, and interest rate swaps can either be exchange traded or over the counter.

Our call options and put options (together referred to as “equity options”), futures contracts, and interest rate swaps can either be exchange traded or over the counter.

Exchange traded derivatives typically fall within Level 1 of the fair value hierarchy if there is active trading activity.

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When inputs aren’t available for valuation models, certain over-the-counter derivatives are valued using independent broker quotes, which are based on unobservable market data and classified within Level 3.

The fair value measurement of the FIA/IUL embedded derivatives included in contractholder funds is determined through a combination of market observable information and significant unobservable inputs using the option budget method.

Effective September 30, 2024, pricing for certain derivatives was obtained from internal models using substantially all market observable inputs, and those derivatives were transferred out of Level 3 to Level 2.

The fair value of the reinsurance-related embedded derivatives in our funds withheld reinsurance agreements are estimated based upon the fair value of the assets supporting the funds withheld from reinsurance liabilities.

The fair value of the assets is based on a quoted market price of similar assets (Level 2), and therefore the fair value of the embedded derivative is based on market-observable inputs and classified as Level 2.

The fair value measurement of the indexed annuities/IUL embedded derivatives included in contractholder funds is determined through a combination of market observable information and significant unobservable inputs using the option budget method.

The market observable inputs are the market value of option and treasury rates.

The significant unobservable inputs are the budgeted option cost (i.e., the expected cost to purchase call options in future periods to fund the equity indexed linked feature), surrender rates, mortality multiplier and non-performance spread.

The significant unobservable inputs are the budgeted option cost (i.e., the expected cost to purchase equity options in future periods to fund the equity indexed linked feature), surrender rates, mortality multiplier and non-performance spread.

The mortality multiplier at December 31, 2024 and 2023 was applied to the 2012 Individual Annuity mortality tables.

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Also refer to Management's Estimates in Note A - Business and Summary of Significant Accounting Policies regarding certain assumption updates.

Investments in Unconsolidated affiliates

We have elected the fair value option for certain investments in unconsolidated affiliates as we believe this better aligns them with other investments in unconsolidated affiliates that are measured using NAV as a practical expedient in determining fair value.

Investments measured using the fair value option are included in Level 3 and the fair value of these investments are determined using a multiple of the affiliates’ EBITDA, which is derived from market analysis of transactions involving comparable companies.

The EBITDA used in this calculation is based on the affiliates’ financial information.

The inputs are usually considered unobservable, as not all market participants have access to this data.

Short-term Investments

The carrying amounts reported in the Consolidated Balance Sheets for these instruments approximate fair value.

Investments measured using the fair value option are included in Level 3 and the fair values of these investments are determined using a multiple of the affiliates’ EBITDA.

The EBITDA is based on the affiliates’ financial information.

The multiple is derived from market analysis of transactions involving comparable companies.

The inputs are considered unobservable, as not all market participants have access to this data.

Other Long-term Investments

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Fair value of the embedded derivative is based on an unobservable input, the NAV of the fund at the balance sheet date.

The embedded derivative is similar to a call option on the net asset value of the fund with a strike price of zero since we will not be required to make any additional payments at maturity of the fund-linked note in order to receive the NAV of the fund on the maturity date.

A Black-Scholes model determines the NAV of the fund as the fair value of the call option regardless of the values used for the other inputs to the option pricing model.

The embedded derivative is similar to an equity option on the NAV of the fund with a strike price of zero since we will not be required to make any additional payments at maturity of the fund-linked note in order to receive the NAV of the fund on the maturity date.

A Black-Scholes model determines the NAV of the fund as the fair value of the equity option regardless of the values used for the other inputs to the option pricing model.

The NAV of the fund is provided by the fund manager at the end of each calendar month and represents the value an investor would receive if it withdrew its investment on the balance sheet date.

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The fair value of the note is provided by the fund manager at the end of each quarter.

Short-term Investments

The carrying amounts reported in the Consolidated Balance Sheets for these instruments approximate fair value.

Certain short-term investments are valued based on third-party pricing services or broker quotes and are classified as Level 2 or 3.

Loan receivable

Concurrent with the Roar purchase agreement, we executed a separate loan agreement with the sellers of Roar.

The loan is collateralized by the sellers’ minority equity stake in Roar.

The loan receivable is measured at fair value using a discounted cash flow model applied using a Monte Carlo simulation of estimated cash flows at each measurement period and for each simulated path relative to the estimated collateral value.

The Monte Carlo simulation utilizes the outstanding principal balance, a risk-adjusted discount rate, and risk-free rates to discount the expected cash flows and compare to the estimated collateral value for each payment period and simulated path.

The discounted cash flow approach applies a company-specific discount rate to future expected interest and payoff payments to calculate the estimated fair value based on the average outcome from the simulation.

This loan receivable is included in Level 3 and the inputs are considered unobservable, as not all market participants have access to this data.

Market Risk Benefits

MRBs are measured at fair value using an attributed fee measurement approach where attributed fees are explicit rider charges collectible from the policyholder used to cover the excess benefits.

The fair value is calculated using a risk neutral valuation method and is based on current net amounts at risk, market data, internal and industry experience, and other factors.

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Policyholder behavior assumptions are reviewed at least annually, typically in the third quarter, for any revisions.

Reinsured MRBs are valued using a methodology consistent with direct MRBs, with the exception of the non-performance spread which reflects the credit of the reinsurer.

See further discussion on MRBs in Note G - Market Risk Benefits .

Contingent Consideration

The contingent consideration is measured at fair value using a discounted cash flow model applied using a Monte Carlo simulation of estimated EBITDA at each measurement period and for each simulated path relative to contractual EBITDA milestones.

The Monte Carlo simulation utilizes a risk-adjusted discount rate, volatility assumption, and risk-free rates to assess the probability Roar's EBITDA trajectory reaches required milestones for the earn out payments to be made.

The discounted cash flow approach applies a company-specific discount rate based on F&G credit profile to future expected earn out payments to calculate the estimated fair value based on the average outcome from the simulation.

See further discussion on the contingent consideration in Note N - Commitments and Contingencies.

Quantitative information regarding significant unobservable inputs used for recurring Level 3 fair value measurements of financial instruments carried at fair value as of December 31, 2024 and 2023, excluding assets and liabilities for which significant quantitative unobservable inputs are not developed internally and not readily available to the Company (primarily those valued using broker quotes and certain third-party pricing services) are as follows (in millions):

Fair Value at Valuation Technique Unobservable Input(s) Range (Weighted average)

December 31, 2023 December 31, 2023

December 31, 2024

Fair Value Valuation Technique Unobservable Input(s) Range

(Weighted average)

Fixed maturity securities, available-for-sale:

Asset-backed securities $ 95 Third-Party Valuation Discount Rate 4.83 % - 7.15 %

Corporates 750 Third-Party Valuation Discount Rate 2.00 % - 22.53 %

Municipals 32 Third-Party Valuation Discount Rate 6.25 % - 6.25 %

Residential mortgage-backed securities 3 Third-Party Valuation Discount Rate 5.89 % - 5.89 %

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Other long-term investments:

Available-for-sale embedded derivative 28 Black Scholes Model Market Value of Fund 100.00 %

Available-for-sale embedded derivative 32 Black Scholes Model Market Value of AnchorPath Fund 100.00 %

Prepaid expenses and other assets:

Loan receivable 11 Discounted Cash Flow Risk-Adjusted Discount Rate 7.22 % - 7.22 %

Collateral Volatility 35.00 % - 35.00 %

Market risk benefits asset 189 Discounted Cash Flow Mortality 80.00 % - 115.00 %

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Total financial assets at fair value (a) $ 1,356

FIA/IUL embedded derivatives, included in contractholder funds $ 4,258 Discounted Cash Flow Market Value of Option 0.00 % - 18.93 %

Swap Rates 3.84 % - 5.26 %

December 31, 2024

Fair Value Valuation Technique Unobservable Input(s) Range

(Weighted average)

Indexed annuities/IUL embedded derivatives, included in Contractholder funds $ 5,220 Discounted Cash Flow Market Value of Option 0.00 % - 20.81 %

Mortality Multiplier 80.00 % - 115.00 %

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Option Cost 0.07 % - 5.70 %

Accounts payable and accrued liabilities:

Contingent consideration 74 Discounted Cash Flow Risk-Adjusted Discount Rate 13.50 % - 13.50 %

EBITDA Volatility 35.00 % - 35.00 %

Counterparty Discount Rate 6.50 % - 6.50 %

Market risk benefits liability 549 Discounted Cash Flow Mortality 80.00 % - 115.00 %

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Total financial liabilities at fair value $ 5,843

(a) Excludes $ 8,356 million of assets for which significant quantitative unobservable inputs are not developed internally and not readily available to the Company (primarily those valued using broker quotes and certain third-party pricing services)

Fair Value at Valuation Technique Unobservable Input(s) Range (Weighted average)

December 31, 2022 December 31, 2022

(a) Assets of $ 10,286 million for which significant quantitative unobservable inputs are not developed internally and not readily available to the Company (primarily those valued using broker quotes and certain third-party pricing services) are excluded from the respective totals in the table above.

December 31, 2023

Fair Value Valuation Technique Unobservable Input(s) Range

(Weighted average)

Fixed maturity securities, available-for-sale:

Asset-backed securities $ 57 Third-Party Valuation Discount Rate 5.09 % - 6.95 %

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Municipals 32 Third-Party Valuation Discount Rate 6.25 % - 6.25 %

Residential mortgage-backed securities 3 Third-Party Valuation Discount Rate 5.46 % - 5.46 %

Foreign Governments 16 Third-Party Valuation Discount Rate 6.94 % - 7.68 %

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Total financial assets at fair value (a) $ 1,296

FIA/ IUL embedded derivatives, included in contractholder funds $ 3,115 Discounted Cash Flow Market Value of Option 0.00 % - 23.90 %

Swap Rates 3.88 % - 4.73 %

Indexed annuities/ IUL embedded derivatives, included in Contractholder funds $ 4,258 Discounted Cash Flow Market Value of Option 0.00 % - 18.93 %

Mortality Multiplier 100.00 % - 100.00 %

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Total financial liabilities at fair value $ 4,661

(a) Excludes $ 7,167 million of assets for which significant quantitative unobservable inputs are not developed internally and not readily available to the Company (primarily those valued using broker quotes and certain third-party pricing services)

(a) Assets of $ 8,356 million for which significant quantitative unobservable inputs are not developed internally and not readily available to the Company (primarily those valued using broker quotes and certain third-party pricing services) are excluded from the respective totals in the table above.

The following tables summarize changes to the Company’s financial instruments carried at fair value and classified within Level 3 of the fair value hierarchy for the years ended December 31, 2024 and 2023, respectively (in millions).

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Balance at Beginning

of Period Total Gains (Losses) Purchases Sales Settlements Net transfer In (Out) of

Balance at End of

of Period Total Gains (Losses) for Assets and Losses for Liabilities Purchases Sales Settlements Net transfer In (Out) of

Level 3 (a) Balance at End of

Period Change in Unrealized Included in OCI

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Foreign Governments 16 — ( 1 ) — — ( 11 ) — 4 ( 1 )

Short-term — — — 204 ( 19 ) ( 185 ) — — —

Preferred securities 7 — — — — — — 7 —

Derivative instruments — 57 — — — — — 57 —

Derivative investments 57 ( 50 ) 3 — — — ( 7 ) 3 1

Investment in unconsolidated affiliates (b) 285 79 — — — — ( 92 ) 272 —

Other long-term investments:

Available-for-sale embedded derivative 27 — 5 — — — — 32 5

Investment in affiliate 23 13 — 249 — — — 285 —

Credit linked note 10 1 — — — ( 11 ) — — —

Secured borrowing receivable 10 — — — — ( 10 ) — — —

Short term investments — — — 236 ( 190 ) ( 9 ) — 37 —

Prepaid expenses and other assets:

Loan receivable (c) — — — 11 — — — 11 —

Subtotal assets at Level 3 fair value

9,564 $ 47 $ 217 $ 6,556 $ ( 3,162 ) $ ( 1,380 ) $ ( 389 ) 11,453 $ 216

Market risk benefits asset (a) 117 88 106

Market risk benefits asset (d) 88 189

Total assets at Level 3 fair value $ 9,652 $ 11,642

FIA/IUL embedded derivatives, included in contractholder funds 3,115 257 — 1,049 — (163) — 4,258 —

Indexed annuities/IUL embedded derivatives, included in Contractholder funds $ 4,258 $ 45 $ — $ 1,351 $ — $ ( 434 ) $ — $ 5,220 $ —

Interest rate swaps — 28 — — — — ( 28 ) — —

Accounts payable and accrued liabilities

Contingent consideration (e) — 26 — 48 — — — 74 —

Subtotal liabilities at Level 3 fair value

4,258 $ 99 $ — $ 1,399 $ — $ ( 434 ) $ ( 28 ) 5,294 —

Market risk benefits liability (a) 282 403

Market risk benefits liability (d) 403 549

Total liabilities at Level 3 fair value

$ 4,661 $ 5,843

(a) Refer to Note G - Market Risk Benefits for roll forward activity of the net Market Risk Benefits Asset and Liability.

(a) The net transfers out of Level 3 during the year ended December 31, 2024 were exclusively to Level 2 with the exception of (b) below.

(b) The transfer out of investments in unconsolidated affiliates reflects F&G’s majority acquisition of PALH on July 18, 2024.

Refer to Note P - Acquisitions for details of the PALH majority acquisition.

Refer to Note N - Commitments and Contingencies for further details.

(d) Refer to Note G - Market Risk Benefits for roll forward activity of the net Market Risk Benefits Asset and Liability.

(e) The initial contingent consideration recorded in the Roar transaction is included in purchases in the table above.

Refer to Note P - Acquisitions for more information.

Year ended December 31, 2023

Balance at Beginning of Period Total Gains (Losses) Purchases Sales Settlements Net transfer In (Out) of Level 3 (a)

Balance at End of Period Change in Unrealized Included in OCI

Included in Earnings Included in AOCI

Balance at Beginning

of Period Total Gains (Losses) for Assets and Losses for Liabilities Purchases Sales Settlements Net transfer In (Out) of

Balance at End of

Period Change in Unrealized Included in OCI

Earnings Included in

Fixed maturity securities available-for-sale:

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Foreign Governments 16 — — — — — — 16 —

Investment in unconsolidated affiliates 21 — 2 — — — — 23 2

Short-term 321 — ( 1 ) 20 — — ( 340 ) — ( 1 )

Preferred securities — — 1 — — — 6 7 1

Derivative investments — 57 — — — — — 57 —

Investment in unconsolidated affiliates 23 13 — 249 — — — 285 —

Other long-term investments:

2 unchanged sentences

Secured borrowing receivable 10 — — — — ( 10 ) — — —

Short term investments — — — 204 ( 19 ) ( 185 ) — — —

Subtotal assets at Level 3 fair value

8,145 $ 16 $ 199 $ 2,989 $ ( 144 ) $ ( 1,041 ) $ ( 600 ) 9,564 $ 199

Market risk benefits asset (a) 41 117

Market risk benefits asset (b) 117 88

Total assets at Level 3 fair value $ 8,262 $ 9,652

FIA/IUL embedded derivatives, included in contractholder funds 3,883 ( 1,382 ) — 768 — ( 154 ) — 3,115 —

Indexed annuities/IUL embedded derivatives, included in Contractholder funds $ 3,115 $ 257 $ — $ 1,049 $ — $ ( 163 ) $ — $ 4,258 $ —

Subtotal liabilities at Level 3 fair value

3,115 $ 257 $ — $ 1,049 $ — $ ( 163 ) $ — 4,258 $ —

Market risk benefits liability (a) 469 282

Market risk benefits liability (b) 282 403

Total liabilities at Level 3 fair value

$ 3,397 $ 4,661

(a) Refer to Note G - Market Risk Benefits for roll forward activity of the net Market Risk Benefits Asset and Liabil ity.

(a) The net transfers out of Level 3 during the year ended December 31, 2023 were exclusively to Level 2.

(b) Refer to Note G - Market Risk Benefits for roll forward activity of the net Market Risk Benefits Asset and Liability.

Valuation Methodologies and Associated Inputs for Financial Instruments Not Carried at Fair Value

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As discussed in Note A - Business and Summary of Significant Accounting Policies, recognition of income and adjustments to the carrying amount are delayed due to the availability of the related financial statements, which are obtained from the general partner generally on a one to three-month delay.

Policy Loans (included within Other long-term investments)

Fair values for policy loans are estimated from a discounted cash flow analysis, using interest rates currently being offered for loans with similar credit risk.

Loans with similar characteristics are aggregated for purposes of the calculations, policy loans are classified as Level 3 in the fair value hierarchy.

Policy loans are reported at the unpaid principal balance and are fully collateralized by the cash surrender value of underlying insurance policies.

The carrying value of the policy loans approximates the fair value and are classified as Level 3 in the fair value hierarchy.

Company Owned Life Insurance

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COLI is classified as Level 3 within the fair value hierarchy.

Other Invested Assets (included within Other long-term investments)

The fair value of bank loans is estimated using a discounted cash flow method with the discount rate based on weighted average cost of capital (“WACC”).

This yield-based approach is sourced from a third-party vendor and the WACC establishes a market participant discount rate by determining the hypothetical capital structure for the asset should it be underwritten as of each period end.

Other invested assets are classified as Level 3 within the fair value hierarchy.

Investment Contracts

Investment contracts include deferred annuities (FIAs and fixed rate annuities), IUL policies, funding agreements and PRT and immediate annuity contracts without life contingencies.

The FIA/ IUL embedded derivatives, included in contractholder funds, are excluded as they are carried at fair value.

The fair value of the deferred annuities (FIA and fixed rate annuities) and IUL contracts is based on their cash surrender value (i.e., the cost the Company would incur to extinguish the liability) as these contracts are generally issued without an annuitization date.

Investment contracts include deferred annuities (indexed annuities and fixed rate annuities), IUL policies, funding agreements and PRT and immediate annuity contracts without life contingencies.

The indexed annuities/ IUL embedded derivatives, included in contractholder funds, are excluded as they are carried at fair value.

The fair value of the deferred annuities (indexed annuities and fixed rate annuities) and IUL contracts is based on their cash surrender value (i.e., the cost the Company would incur to extinguish the liability) as these contracts are generally issued without an annuitization date.

The fair value of funding agreements and PRT and immediate annuity contracts without life contingencies is derived by calculating a new fair value interest rate using the updated yield curve and treasury spreads as of the respective reporting date.

The Company is not required to, and has not, estimated the fair value of the liabilities under contracts that involve significant mortality or morbidity risks, as these liabilities fall within the definition of insurance contracts that are exceptions from financial instruments that require disclosures of fair value.

Federal Home Loan Bank of Atlanta (“FHLB”) common stock, Accounts receivable and Notes receivable are carried at cost, which approximates fair value.

FHLB common stock is carried at cost, which approximates fair value.

The carrying amount of FHLB common stock represents the value it can be sold back to the FHLB and is classified as Level 2 within the hierarchy.

Accounts receivable and Notes receivable are classified as Level 3 within the fair value hierarchy.

The fair value of the $ 345 million aggregate principal amount of its 7.95 % F&G Notes, $ 500 million aggregate principal amount of its 7.40 % F&G Notes and the $ 550 million aggregate principal amount of its 5.50 % Senior Notes due 2025 (the “ 5.50 % F&G Notes”) are based on quoted market prices of debt with similar credit risk and tenor.

The inputs used to measure the fair value of these debts results in a Level 2 classification within the fair value hierarchy.

The carrying value of the revolving credit facility at December 31, 2023 and 2022 approximates fair value as the rates are comparable to those at which we could currently borrow under similar terms.

Notes Payable

The fair value of notes payable, with the exception of the Revolving Credit Facility, is based on quoted market prices of debt with similar credit risk and tenor.

The inputs used to measure the fair value of these notes payable results in a Level 2 classification within the fair value hierarchy.

The carrying value of the revolving credit facility approximates fair value as the rates are comparable to those at which we could currently borrow under similar terms.

As such, the fair value of the revolving credit facility was classified as a Level 2 measurement.

At December 31, 2024 and 2023, the outstanding balance on the revolving credit facility was $ 0 and $ 365 million, respectively.

The following tables provide the carrying value and estimated fair value of our financial instruments that are carried on the Consolidated Balance Sheets at amounts other than fair value, summarized according to the fair value hierarchy previously described (in millions).

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Investment contracts, included in contractholder funds $ — $ — $ 46,339 $ — $ 46,339 $ 51,184

Debt 1,777 — — 1,777 1,754

Notes payable — 2,228 — — 2,228 2,171

$ — $ 2,228 $ 46,339 $ — $ 48,567 $ 53,355

6 unchanged sentences

Policy loans — — 71 — 71 71

Other invested assets — — 10 — 10 10

Company-owned life insurance — — 362 — 362 362

1 unchanged sentence

Investment contracts, included in contractholder funds $ — $ — $ 40,229 $ — $ 40,229 $ 44,540

Debt — 1,092 — — 1,092 1,114

Notes payable — 1,777 — — 1,777 1,754

$ — $ 1,777 $ 40,229 $ — $ 42,006 $ 46,294

9 unchanged sentences

December 31, 2024

Amortized Cost Allowance for Expected Credit Losses Gross Unrealized Gains Gross Unrealized Losses Fair Value Carrying Value

Amortized Cost Allowance for Expected Credit Losses Gross Unrealized Gains Gross Unrealized Losses Fair Value

AFS securities

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December 31, 2023

Amortized Cost Allowance for Expected Credit Losses Gross Unrealized Gains Gross Unrealized Losses Fair Value Carrying Value

Amortized Cost Allowance for Expected Credit Losses Gross Unrealized Gains Gross Unrealized Losses Fair Value

AFS securities

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$ 43,601 $ ( 35 ) $ 444 $ ( 3,591 ) $ 40,419

As of December 31, 2023 and 2022, the Company held $ 47 million and $ 27 million of investments that were non-income producing for a period greater than twelve months, respectively.

As of December 31, 2023 and 2022, the Company's accrued interest receivable balance was $ 469 million and $ 358 million , respectively.

Securities held on deposit with various state regulatory authorities had a fair value of $ 866 million at December 31, 2024 and was immaterial at December 31, 2023.

As of December 31, 2024 and 2023, the Company held $ 32 million and $ 47 million, respectively, of investments that were non-income producing for a period greater than twelve months.

As of December 31, 2024 and 2023, the Company's accrued interest receivable balance, excluding accrued interest receivable balances related to mortgage loans discussed below under “ Mortgage Loans, ” was $ 465 million and $ 438 million , respectively.

Accrued interest receivable is classified within Prepaid expenses and other assets within the Consolidated Balance Sheets.

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Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations.

December 31, 2023 December 31, 2022

Amortized Cost Fair Value Amortized Cost Fair Value

Corporates, Non-structured Hybrids, Municipal and U.S.

December 31, 2024

Amortized Cost Fair Value

Corporates, Non-structured Hybrids, Municipal, Foreign and U.S.

Government Securities:

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• The financial condition of and near-term prospects of the issuer (including issuer's current credit rating and the probability of full recovery of principal based upon the issuer's financial strength);

• Current delinquencies and nonperforming assets of underlying collateral;

• Current delinquencies and non-performing assets of underlying collateral;

• Expected future default rates;

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• It is more likely than not that we will be required to sell a security prior to recovery.

If we intend to sell a fixed maturity security or it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis and the fair value of the security is below amortized cost, we will write down the security to current fair value, with a corresponding charge, net of any amount previously recognized as an allowance for expected credit loss, to Recognized gains and losses, net in the accompanying Consolidated Statements of Operations.

If we do not intend to sell a fixed maturity security or it is more likely than not that we will not be required to sell a fixed maturity security before recovery of its amortized cost basis but believe amounts related to a security are uncollectible, an impairment is deemed to have occurred and the amortized cost is written down to the estimated recovery value with a corresponding charge, net of any amount previously recognized as an allowance for expected credit loss, to Recognized gains and losses, net in the accompanying Consolidated Statements of Operations.

The remainder of unrealized loss is held in other comprehensive income in the accompanying Consolidated Statements of Equity.

If we intend to sell a fixed maturity security or it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis and the fair value of the security is below amortized cost, we will write down the security to current fair value, with a corresponding charge, net of any amount previously recognized as an allowance for expected credit loss, to Recognized gains and (losses), net in the Consolidated Statements of Operations.

If we do not intend to sell a fixed maturity security or it is more likely than not that we will not be required to sell a fixed maturity security before recovery of its amortized cost basis but believe amounts related to a security are uncollectible, an impairment is deemed to have occurred and the amortized cost is written down to the estimated recovery value with a corresponding charge, net of any amount previously recognized as an allowance for expected credit loss, to Recognized gains and (losses), net in the Consolidated Statements of Operations.

The remainder of unrealized loss is held in AOCI in the Consolidated Statements of Equity.

The activity in the allowance for expected credit losses of AFS securities aggregated by investment category was as follows (in millions):

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Additions Reductions

Balance at Beginning of Period For credit losses on securities for which losses were not previously recorded For initial credit losses on purchased securities accounted for as PCD financial assets (a) (Additions) reductions in allowance recorded on previously impaired securities For securities sold during the period For securities intended/required to be sold prior to recovery of amortized cost basis Write offs charged against the allowance Recoveries of amounts previously written off Balance at End of Period

AFS securities

Asset-backed securities $ ( 8 ) $ ( 18 ) $ — $ 15 $ — $ — $ — — $ ( 11 )

Commercial mortgage-backed securities ( 1 ) ( 22 ) — 1 — — — — ( 22 )

Corporates ( 15 ) — — — 15 — — — —

Residential mortgage-backed securities ( 7 ) ( 7 ) — 12 — — — — ( 2 )

Total AFS securities $ ( 31 ) $ ( 47 ) $ — $ 28 $ 15 $ — $ — $ — $ ( 35 )

Year ended December 31, 2022

Additions Reductions

Balance at Beginning of Period For credit losses on securities for which losses were not previously recorded (Additions) reductions in allowance recorded on previously impaired securities For securities sold during the period For securities intended/required to be sold prior to recovery of amortized cost basis Write offs charged against the allowance Recoveries of amounts previously written off Balance at End of Period

AFS securities

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Commercial mortgage-backed securities ( 22 ) ( 8 ) ( 19 ) — — — — ( 49 )

Corporates — ( 15 ) — — — — — — ( 15 )

Residential mortgage-backed securities ( 2 ) — 2 — — — — —

2 unchanged sentences

Additions Reductions

AFS securities

4 unchanged sentences

Total AFS securities $ ( 31 ) $ ( 47 ) $ 28 $ 15 $ — $ — $ — $ ( 35 )

(a) Purchased credit deteriorated financial assets (“PCD”).

PCDs are AFS securities purchased at a discount, where part of that discount is attributable to credit.

Credit loss allowances are calculated for these securities as of the date of their acquisition, with the initial allowance serving to increase amortized cost.

There were no purchases of PCD AFS securities during the years ended December 31, 2023 and 2022.

There were no purchases of purchased credit deteriorated AFS securities during the years ended December 31, 2024 and 2023.

The fair value and gross unrealized losses of AFS securities, excluding securities in an unrealized loss position with an allowance for expected credit loss, aggregated by investment category and duration of fair value below amortized cost as of December 31, 2024 and 2023 were as follows (dollars in millions):

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Total AFS securities $ 9,795 $ ( 277 ) $ 15,322 $ ( 3,447 ) $ 25,117 $ ( 3,724 )

Total number of available-for-sale securities in an unrealized loss position less than twelve months 927

Total number of available-for-sale securities in an unrealized loss position twelve months or longer 2,602

Total number of AFS securities in an unrealized loss position less than twelve months 1,838

Total number of AFS securities in an unrealized loss position twelve months or longer 2,113

Total number of AFS securities in an unrealized loss position 3,951

12 unchanged sentences

Total AFS securities $ 5,594 $ ( 293 ) $ 19,711 $ ( 3,242 ) $ 25,305 $ ( 3,535 )

Total number of available-for-sale securities in an unrealized loss position less than twelve months 2,774

Total number of available-for-sale securities in an unrealized loss position twelve months or longer 1,212

Total number of AFS securities in an unrealized loss position less than twelve months 927

Total number of AFS securities in an unrealized loss position twelve months or longer 2,602

Total number of AFS securities in an unrealized loss position 3,529

1 unchanged sentence

For securities in an unrealized loss position as of December 31, 2024, our allowance for expected credit loss was $ 62 million.

We believe that the unrealized loss position for which we have not recorded an allowance for expected credit loss as of December 31, 2023 was primarily attributable to interest rate increases, near-term illiquidity, and other macroeconomic uncertainties as opposed to issuer specific credit concerns.

We believe the unrealized loss position for which we have not recorded an allowance for expected credit loss as of December 31, 2024 was primarily attributable to interest rate increases, near-term illiquidity, and other macroeconomic uncertainties as opposed to issuer specific credit concerns.

Mortgage Loans

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Commercial Mortgage Loans

Commercial mortgage loans (“CMLs”) represented approximately 5 % and 6 % of our total investments as of December 31, 2023 and 2022, respectively.

Commercial mortgage loans (“CMLs”) represented approximately 5 % of our total investments as of December 31, 2024 and 2023.

The mortgage loans in our investment portfolio, are generally comprised of high quality commercial first lien and mezzanine real estate loans.

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Total CMLs, net of valuation allowance $ 2,705 $ 2,538

CMLs segregated by aging of the loans and charge offs (by year of origination) were as follows for the year ended December 31, 2023 (in millions):

CMLs segregated by aging of the loans and charge offs (by year of origination), gross of valuation allowances, were as follows for the years ended December 31, 2024 and 2023 (in millions):

December 31, 2024

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90 days or more past due — — — — — 9 9

Total CMLs (a) $ 213 $ 288 $ 1,256 $ 512 $ — $ 259 $ 2,528

Total CMLs $ 273 $ 227 $ 290 $ 1,253 $ 469 $ 210 $ 2,722

Charge offs $ — $ — $ — $ — $ — $ — $ —

(a) Excludes loans under development with an amortized cost and estimated fair value of $ 22 million at December 31, 2023.

CMLs segregated by aging of the loans (by year of origination) were as follows for the year ended December 31, 2022 (in millions):

December 31, 2023

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Total CMLs (a) $ 213 $ 288 $ 1,256 $ 512 $ — $ 259 $ 2,528

Charge offs $ — $ — $ — $ — $ — $ 3 $ 3

(a) Excludes loans under development with an amortized cost and estimated fair value of $ 22 million at December 31, 2023.

Loan-to-value (“LTV”) and debt service coverage (“DSC”) ratios are measures commonly used to assess the risk and quality of mortgage loans.

LTV and DSC ratios are measures commonly used to assess the risk and quality of mortgage loans.

The LTV ratio is expressed as a percentage of the amount of the loan relative to the value of the underlying property.

11 unchanged sentences

75.00% to 84.99% 4 4 9 17 1 17 1

CMLs (a) $ 2,443 $ 66 $ 19 $ 2,528 100 % $ 2,231 100 %

CMLs $ 2,535 $ 166 $ 21 $ 2,722 100 % $ 2,404 100 %

December 31, 2023

4 unchanged sentences

CMLs (a) $ 2,443 $ 66 $ 19 $ 2,528 100 % $ 2,231 100 %

(a) Excludes loans under development with an amortized cost and estimated fair value of $ 22 million and $ 9 million at December 31, 2023 and 2022, respectively.

(a) Excludes loans under development with an amortized cost and estimated fair value of $ 22 million at December 31, 2023.

December 31, 2024

5 unchanged sentences

75.00% to 84.99% 4 4 9 — — — 17

Total CMLs (a) $ 213 $ 288 $ 1,256 $ 512 $ — $ 259 2,528

Total CMLs $ 273 $ 227 $ 290 $ 1,253 $ 469 $ 210 2,722

Greater than 1.25x $ 140 $ 215 $ 278 $ 1,241 $ 469 $ 192 $ 2,535

1 unchanged sentence

Less than 1.00x — — 9 12 — — 21

Total CMLs(a) $ 213 $ 288 $ 1,256 $ 512 $ — $ 259 $ 2,528

Total CMLs $ 273 $ 227 $ 290 $ 1,253 $ 469 $ 210 $ 2,722

December 31, 2023

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Total CMLs (a) $ 213 $ 288 $ 1,256 $ 512 $ — $ 259 $ 2,528

(a) Excludes loans under development with an amortized cost and estimated fair value of $ 22 million and $ 9 million at December 31, 2023 and 2022, respectively.

(a) Excludes loans under development with an amortized cost and estimated fair value of $ 22 million at December 31, 2023.

We recognize a mortgage loan as delinquent when payments on the loan are greater than 30 days past due.

At December 31, 2023 and 2022, we had no CMLs that were delinquent in principal or interest payments as shown in the risk rating exposure table.

At December 31, 2024, we had one CML that was delinquent in principal or interest payments compared to none at December 31, 2023 as shown in the tables above.

Residential Mortgage Loans

Residential mortgage loans (“RMLs”) represented approximately 5 % and 5 % of our total investments as of December 31, 2023 and 2022, respectively.

Residential mortgage loans (“RMLs”) represented approximately 5 % of our total investments as of December 31, 2024 and 2023.

Our RMLs are closed end, amortizing loans and 100 % of the properties are located in the United States.

4 unchanged sentences

Florida $ 164 5 %

New York 129 5 %

Texas 129 5 %

All other states (a) 3,110 95

2 unchanged sentences

Total RMLs, net of valuation allowance $ 3,221

(a) The individual concentration of each state is equal to or less than 5% as of December 31, 2023.

(a) The individual concentration of each state is less than 5% as of December 31, 2024.

December 31, 2023

1 unchanged sentence

Florida $ 163 6 %

Texas 215 10 %

New Jersey 172 8 %

Pennsylvania 153 7 %

California 139 6 %

New York 129 5

Georgia 125 6 %

All other states (a) 2,431 84

2 unchanged sentences

Total RMLs, net of valuation allowance $ 2,798

(a) The individual concentration of each state is equal to or less than 5% as of December 31, 2022.

RMLs have a primary credit quality indicator of either a performing or nonperforming loan.

We define non-performing residential mortgage loans as those that are 90 or more days past due or in nonaccrual status, which is assessed monthly.

(a) The individual concentration of each state is less than 5% as of December 31, 2023.

RMLs have a primary credit quality indicator of either a performing or non-performing loan.

We define non-performing residential mortgage loans as those that are 90 or more days past due or in non-accrual status, which is assessed monthly.

The credit quality of RMLs was as follows (dollars in millions):

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Total RMLs, net of valuation allowance $ 3,221 $ 2,798

There were no charge offs recorded on RMLs during the year ended December 31, 2023.

There were no charge offs recorded for RMLs during the year ended December 31, 2024.

RMLs segregated by aging of the loans (by year of origination) as of December 31, 2024 and 2023 were as follows, gross of valuation allowances (in millions):

4 unchanged sentences

30-89 days past due 1 6 4 6 1 3 21

Over 90 days past due — 6 16 13 21 1 57

Total RMLs $ 373 $ 995 $ 877 $ 208 $ 204 $ 195 $ 2,852

90 days or more past due 3 2 13 29 13 25 85

Total RML mortgages $ 614 $ 376 $ 928 $ 840 $ 176 $ 340 $ 3,274

December 31, 2023

3 unchanged sentences

30-89 days past due — 4 7 3 — 2 16

Over 90 days past due 3 9 15 34 1 — 62

Total RMLs $ 771 $ 900 $ 229 $ 223 $ 24 $ 33 $ 2,180

90 days or more past due — 6 16 13 21 1 57

Total RML mortgages $ 373 $ 995 $ 877 $ 208 $ 204 $ 195 $ 2,852

Non-accrual loans by amortized cost as of December 31, 2024 and 2023, were as follows (in millions):

December 31, 2023 December 31, 2022

Residential mortgage $ 85 $ 57

5 unchanged sentences

If a loan becomes 90 days or more delinquent, it is our general policy to initiate foreclosure proceedings unless a workout arrangement to bring the loan current is in place.

As of December 31, 2023 and 2022, we had $ 57 million and $ 71 million, respectively, of mortgage loans that were over 90 days past due, of which $ 41 million and $ 38 million were in the process of foreclosure as of December 31, 2023 and 2022, respectively.

As of December 31, 2024 and 2023, we had $ 94 million and $ 57 million, respectively, of mortgage loans that were over 90 days past due.

As of December 31, 2024 and 2023, we had $ 81 million and $ 41 million, respectively, of residential mortgage loans that were in the process of foreclosure.

Loan Modifications

Under certain circumstances, modifications are granted to mortgage loans.

Generally, the types of concessions may include interest rate reduction, term extension, payment deferrals, principal forgiveness or a combination of these concessions.

We had an immaterial amount of mortgage loans modified during the years ended December 31, 2024 and 2023.

Allowance for Expected Credit Loss

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The model projects losses using a two year reasonable and supportable forecast and then reverts over a three year period to market-wide historical loss experience.

Changes in our allowance for expected credit losses on mortgage loans are recognized in Recognized gains and losses, net in the accompanying Consolidated Statements of Operations.

Changes in our allowance for expected credit losses on mortgage loans are recognized in Recognized gains and losses, net in the Consolidated Statements of Operations.

The allowances for our mortgage loan portfolio are summarized as follows (in millions):

Year Ended December 31,

2023 2022 2021

Mortgages Commercial

1 unchanged sentence

Mortgages Commercial

Mortgages Total Residential

Mortgages Commercial

Mortgages Total

1 unchanged sentence

$ ( 54 ) $ ( 12 ) $ ( 66 ) $ ( 32 ) $ ( 10 ) $ ( 42 )

Provision for loan losses 22 5 27 7 4 11 ( 12 ) 4 ( 8 )

Provision (expense) benefit for loan losses 1 ( 5 ) ( 4 ) ( 22 ) ( 5 ) ( 27 )

Loans charged off — — — — 3 3

3 unchanged sentences

Allowances for expected credit losses are measured on accrued interest income for residential mortgage loans and were immaterial as of December 31, 2024 and 2023.

There were no purchases of purchased credit deteriorated mortgage loans during the years ended December 31, 2024 and 2023.

As of December 31, 2024 and 2023, the accrued interest receivable balance on CMLs totaled $ 8 million and $ 7 million, respectively, and the accrued interest receivable on RMLs totaled $ 28 million and $ 24 million, respectively.

Accrued interest receivable is classified within Prepaid expenses and other assets within the Consolidated Balance Sheets.

Interest and Investment Income

The major sources of Interest and investment income reported on the accompanying Consolidated Statements of Operations were as follows (in millions):

The major sources of Interest and investment income reported on the Consolidated Statements of Operations were as follows (in millions):

Year ended December 31,

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Recognized Gains and (Losses), Net

Details underlying Recognized gains and losses, net reported on the accompanying Consolidated Statements of Operations were as follows (in millions):

Details underlying Recognized gains and losses, net reported on the Consolidated Statements of Operations were as follows (in millions):

Year ended December 31,

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Net realized/unrealized (losses) gains on equity securities (a)

18 ( 40 ) ( 37 )

Net realized/unrealized (losses) gains on preferred securities (b)

2 ( 167 ) ( 14 )

Realized (losses) gains on other invested assets 67 24 ( 13 )

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(b) Includes net valuation (losses) gains of $ 6 million, $ 73 million, and $( 159 ) million for the years ended December 31, 2024, 2023 and 2022, respectively.

Recognized gains and losses is shown net of amounts attributable to certain funds withheld reinsurance agreements which is passed along to the reinsurer in accordance with the terms of these agreements.

Recognized gains and (losses), net is shown net of amounts attributable to certain funds withheld reinsurance agreements which are passed along to the reinsurer in accordance with the terms of these agreements.

Recognized gains and (losses) attributable to these agreements, and thus excluded from the totals in the table above, was $( 30 ) million, $( 123 ) million and $ 381 million for the years ended December 31, 2024, 2023 and 2022, respectively.

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In addition, we invest in structured investments, which may be VIEs, but for which we are not the primary beneficiary.

These structured investments typically invest in fixed income investments and are managed by third parties and include asset-backed securities,

commercial mortgage-backed securities and residential mortgage-backed securities included in fixed maturity securities available for sale on our Consolidated Balance Sheets.

These structured investments typically invest in fixed income investments and are managed by third parties and include asset-backed securities, commercial mortgage-backed securities and residential mortgage-backed securities included in fixed maturity securities available for sale on our Consolidated Balance Sheets.

Our maximum loss exposure with respect to these VIEs is limited to the investment carrying amounts reported in our Consolidated Balance Sheets for limited partnerships and the amortized costs of certain of our fixed maturity securities, in addition to any required unfunded commitments (also refer to Note N - Commitments and Contingencies ).

The following table summarizes the carrying value and the maximum loss exposure of our unconsolidated VIEs as of December 31, 2024 and 2023 (in millions):

December 31, 2023 December 31, 2022

Carrying Value Maximum Loss Exposure Carrying Value Maximum Loss Exposure

4 unchanged sentences

Our underlying investment concentrations that exceed 10% of shareholders equity as of December 31, 2024 and 2023 are as follows (in millions):

December 31, 2023 December 31, 2022

Blackstone Wave Asset Holdco (a) $ 710 $ 725

ELBA (b) 463 470

Verus Securitization Trust (c)(e) — 302

Jade 1 (d)(e) — 271

Jade 2 (d)(e) — 271

Jade 3 (d)(e) — 271

Jade 4 (d)(e) — 271

Blackstone Cooper Asset Holdco (a) 472 —

Elba (b) (c) — 463

COLI (c) — 324

(a) Represents a special purpose vehicle that holds investments in numerous limited partnership investments whose underlying investments are further diversified by holding interest in multiple individual investments and industries.

(b) Represents special purpose vehicles that hold an underlying minority ownership interest in a single operating liquified natural gas export facility.

(d) Represents special purpose vehicles that hold numerous underlying corporate loans across various industries.

(e) Investments did not exceed 10% of shareholder’s equity as of December 31, 2023.

Note D - Derivative Financial Instruments

The carrying amounts of derivative instruments, including derivative instruments embedded in FIA and IUL contracts, and reinsurance is as follows (in millions):

The notional and carrying amounts of derivative instruments, including derivative instruments embedded in indexed annuities and IUL contracts, and reinsurance is as follows (in millions):

December 31, 2024 December 31, 2023

Notional Amount Carrying Amount Notional Amount Carrying Amount

Derivative investments:

Call options $ 739 $ 244

Equity options $ 29,594 $ 773 $ 27,263 $ 739

Interest rate swaps 2,340 16 2,705 57

Foreign currency forward 1 —

Other derivative investments 157 3 137 1

Other long-term investments:

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Contractholder funds:

FIA/IUL embedded derivatives $ 4,258 $ 3,115

Indexed annuities/IUL embedded derivatives $ 5,220 $ 4,258

Accounts payable and accrued liabilities:

Interest rate swaps $ 2,700 10 $ — —

Total $ 5,230 $ 4,258

The change in fair value of derivative instruments included within Recognized gains and losses, net, in the accompanying Consolidated Statements of Operations is as follows (in millions):

The change in fair value of derivative instruments included within Recognized gains and (losses), net, in the Consolidated Statements of Operations is as follows (in millions):

Year ended December 31,

1 unchanged sentence

Net investment gains (losses):

Call options $ 92 $ ( 862 ) $ 597

Equity options $ 145 $ 92 $ ( 862 )

Interest rate swaps ( 103 ) 48 —

Futures contracts 18 9 ( 7 )

Foreign currency forwards ( 2 ) 12 10

Other derivatives and embedded derivatives 5 ( 10 ) 5

Other derivative investments 10 ( 2 ) 12

Other embedded derivatives 4 5 ( 10 )

Reinsurance related embedded derivatives ( 32 ) ( 128 ) 352

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Benefits and other changes in policy reserves:

FIA/ IUL embedded derivatives (decrease) increase $ 1,143 $ ( 768 ) $ 479

Indexed annuities/IUL embedded derivatives increase (decrease) $ 962 $ 1,143 $ ( 768 )

Additional Disclosures

See descriptions of the fair value methodologies used for derivative financial instruments in Note B - Fair Value of Financial Instruments .

FIA/IUL Embedded Derivative, Call Options and Futures

We have FIA and IUL contracts that permit the holder to elect an interest rate return or an equity index linked component, where interest credited to the contracts is linked to the performance of various equity indices, primarily the S&P 500 Index.

Indexed Annuities/IUL Embedded Derivative, Equity Options and Futures

We have indexed annuities and IUL contracts that permit the holder to elect an interest rate return or an equity index linked component, where interest credited to the contracts is linked to the performance of various equity indices, such as the S&P 500 Index.

This feature represents an embedded derivative under GAAP.

The FIA/IUL embedded derivatives are valued at fair value and included in the liability for contractholder funds in the accompanying Consolidated Balance Sheets with changes in fair value included as a component of Benefits and other changes in policy reserves in the Consolidated Statements of Operations.

We purchase derivatives consisting of a combination of call options and futures contracts (specifically for FIA contracts) on the applicable market indices to fund the index credits due to FIA/IUL contractholders.

options are one , two , three , and five year options purchased to match the funding requirements of the underlying policies.

On the respective anniversary dates of the indexed policies, the index used to compute the interest credit is reset and we purchase new call options to fund the next index credit.

We manage the cost of these purchases through the terms of our FIA/IUL contracts, which permit us to change caps, spreads or participation rates, subject to guaranteed minimums, on each contract’s anniversary date.

The change in the fair value of the call options and futures contracts is generally designed to offset the portion of the change in the fair value of the FIA/IUL embedded derivatives related to index performance through the current credit period.

The call options and futures contracts are marked to fair value with the change in fair value included as a component of Recognized gains and (losses), net, in the accompanying Consolidated Statements of Operations.

The change in fair value of the call options and futures contracts includes the gains and losses recognized at the expiration of the instrument term or upon early termination and the changes in fair value of open positions.

The indexed annuities/IUL embedded derivatives are valued at fair value and included in the liability for contractholder funds in the Consolidated Balance Sheets with changes in fair value included as a component of Benefits and other changes in policy reserves in the Consolidated Statements of Operations.

We purchase derivatives consisting of a combination of equity options and futures contracts (specifically for indexed annuity contracts) on the applicable market indices to fund the index credits due to indexed annuity/IUL contractholders.

The equity options are one , two , three , five and six year options purchased to match the funding requirements of the underlying policies.

On the respective anniversary dates of the indexed policies, the index used to compute the interest credit is reset and we purchase new equity options to fund the next index credit.

We manage the cost of these purchases through the terms of our indexed annuities/IUL contracts, which permit us to change caps, spreads or participation rates, subject to guaranteed minimums, on each contract’s anniversary date.

The change in the fair value of the equity options and futures contracts is generally designed to offset the portion of the change in the fair value of the indexed annuities/IUL embedded derivatives related to index performance through the current credit period.

The equity options and futures contracts are marked to fair value with the change in fair value included as a component of Recognized gains and (losses), net, in the Consolidated Statements of Operations.

The change in fair value of the equity options and futures contracts includes the gains and losses recognized at the expiration of the instrument term or upon early termination and the changes in fair value of open positions.

Other market exposures are hedged periodically depending on market conditions and our risk tolerance.

Our FIA/IUL hedging strategy economically hedges the equity returns and exposes us to the risk that unhedged market exposures result in divergence between changes in the fair value of the liabilities and the hedging assets.

Our indexed annuities/IUL hedging strategy economically hedges the equity returns and exposes us to the risk that unhedged market exposures result in divergence between changes in the fair value of the liabilities and the hedging assets.

We use a variety of techniques, including direct estimation of market sensitivities, to monitor this risk daily.

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We utilize interest rate swaps to reduce market risks from interest rate changes on our earnings associated with our floating rate investments.

With an interest rate swap, we agree with another party to exchange the difference between fixed-rate and floating-rate interest amounts tied to an agreed upon notional principal at specified intervals.

The interest rate swaps are marked to fair value with the change in fair value, including accrued interest and related periodic cash flows received or paid, included as a component of Recognized gains and losses, net, in the accompanying Consolidated Statements of Operations.

With an interest rate swap, we agree with another party to exchange, at specified intervals, the difference between fixed-rate and floating-rate interest amounts tied to an agreed upon notional principal.

The interest rate swaps are marked to fair value with the change in fair value, including accrued interest and related periodic cash flows received or paid, included as a component of Recognized gains and (losses), net, in the Consolidated Statements of Operations.

Reinsurance Related Embedded Derivatives

F&G cedes certain business on a coinsurance funds withheld basis.

Investment results for the assets that support the coinsurances that are segregated within the funds withheld account are passed directly to the reinsurer pursuant to the contractual terms of the reinsurance agreement, which creates embedded derivatives considered to be total return swaps.

These total return swaps are not clearly and closely related to the underlying reinsurance contract and thus require bifurcation.

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We are exposed to credit loss in the event of non-performance by our counterparties on the call options and interest rate swaps and reflect assumptions regarding this non-performance risk in the fair value of these derivatives.

We are exposed to credit loss in the event of non-performance by our counterparties and reflect assumptions regarding this non-performance risk in the fair value of our derivatives.

The non-performance risk is the net counterparty exposure based on the fair value of the open contracts less collateral held.

We maintain a policy of requiring all derivative contracts to be governed by an International Swaps and Derivatives Association (“ISDA”) Master Agreement.

Information regarding our exposure to credit loss on the call options and interest rate swaps we hold is presented in the following table (in millions):

We manage credit risk related to non-performance by our counterparties by (i) entering into derivative transactions with creditworthy counterparties;

(ii) obtaining collateral, such as cash and securities when appropriate;

and (iii) establishing counterparty exposure limits, which are subject to periodic management review.

Information regarding our exposure to credit loss on the derivative instruments we hold, excluding futures contracts, is presented below (in millions):

Fair Value Collateral Net Credit Risk

December 31, 2024 $ 782 $ 771 $ 34

Counterparty Credit Rating (Fitch/Moody's/S&P) (a) Notional Amount Fair Value Collateral Net Credit Risk

Merrill Lynch AA/*/A+ $ 4,408 $ 96 $ 59 $ 37

Morgan Stanley AA-/Aa3/A+ 3,466 102 116 —

Barclay's Bank A+/A1/A+ 6,236 102 100 2

Canadian Imperial Bank of Commerce AA-/A2/A- 5,983 147 148 —

Wells Fargo AA-/Aa2/A+ 1,443 58 60 —

Goldman Sachs A+/A1/A+ 1,919 45 45 —

Credit Suisse A+/A3/A+ 92 4 4 —

Truist A+/A2/A 2,759 124 124 —

Citibank A+/Aa3/A+ 1,073 27 28 —

JP Morgan AA/Aa2/A+ 2,589 91 91 —

Total $ 29,968 $ 796 $ 775 $ 39

December 31, 2023 796 775 39

Counterparty Credit Rating (Fitch/Moody's/S&P) (a) Notional Amount Fair Value Collateral Net Credit Risk

Merrill Lynch AA/*/A+ $ 3,563 $ 23 $ — $ 23

Morgan Stanley */Aa3/A+ 1,699 14 19 —

Barclay's Bank A+/A1/A 6,049 65 59 6

Canadian Imperial Bank of Commerce AA/Aa2/A+ 5,169 68 64 4

Wells Fargo A+/A1/BBB+ 1,361 17 17 —

Goldman Sachs A/A2/BBB+ 1,133 9 10 —

Credit Suisse BBB+/A3/A- 1,039 5 5 —

Truist A+/A2/A 2,489 35 36 —

Citibank A+/Aa3/A+ 795 8 9 —

Total $ 23,297 $ 244 $ 219 $ 33

(a) An * represents credit ratings that were not available.

Collateral Agreements

4 unchanged sentences

In certain transactions, both us and the counterparty have entered into a collateral support agreement requiring either party to post collateral when the net exposures exceed pre-determined thresholds.

For all counterparties, except Merrill Lynch, this threshold is set to zero .

As of December 31, 2023 and 2022 counterparties posted $ 775 million and $ 219 million, respectively, of collateral of which $ 588 million and $ 178 million, respectively, is included in Cash and cash equivalents with an associated payable for this collateral included in Accounts payable and accrued liabilities on the Consolidated Balance Sheets.

For all counterparties, except one , the threshold is set to zero .

As of December 31, 2024 and 2023 counterparties posted collateral of $ 771 million and $ 775 million, respectively, of which $ 679 million and $ 588 million, respectively, is included in Cash and cash equivalents with an associated payable for this collateral included in Accounts payable and accrued liabilities on the Consolidated Balance Sheets.

Accordingly, the maximum amount of loss due to credit risk that we would incur if parties to the derivatives failed completely to perform according to the terms of the contracts was $ 34 million at December 31, 2024 and $ 39 million at December 31, 2023.

We are required to pay counterparties the effective federal funds rate each day for cash collateral posted to F&G for daily mark to market margin changes.

We reinvest derivative cash collateral to reduce the interest cost.

collateral is invested in overnight investment sweep products, which are included in cash and cash equivalents in the accompanying Consolidated Balance Sheets.

We are required to pay our counterparties the effective federal funds interest rate each day for cash collateral posted to us.

Cash collateral is reinvested in overnight investment sweep products, which are included in Cash and cash equivalents on the Consolidated Balance Sheets, to reduce the interest cost.

Changes in cash collateral are included in the Change in derivative collateral liabilities in the Consolidated Statements of Cash Flow.

We held 527 and 439 futures contracts at December 31, 2024 and 2023, respectively.

The fair value of the futures contracts represents the cumulative unsettled variation margin (open trade equity, net of cash settlements).

We provide cash collateral to the counterparties for the initial and variation margin on the futures contracts, which is included in Cash and cash equivalents in the accompanying Consolidated Balance Sheets.

We provide cash collateral to the counterparties for the initial and variation margin on the futures contracts, which is included in Cash and cash equivalents in the Consolidated Balance Sheets.

The amount of cash collateral held by the counterparties for such contracts was $ 7 million and $ 4 million at December 31, 2024 and 2023, respectively.

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F&G primarily seeks reinsurance coverage in order to manage loss exposures, to enhance our capital position, to diversify risks and earnings, and to manage new business volume.

F&G follows reinsurance accounting when the treaty adequately transfers insurance risk.

F&G follows reinsurance accounting when the treaty adequately transfers insurance risk and any acquisition cost reimbursements reduce policy acquisition costs deferred and maintenance expense reimbursements

reduce direct expenses incurred.

Otherwise, F&G follows deposit accounting if there is inadequate transfer of insurance risk or if the underlying policy for which risk is being transferred is an investment contract that does not contain insurance risk.

Refer to Note A - Business and Summary of Significant Accounting Policies for more information over our accounting policy for reinsurance agreements.

As of December 31, 2024, we had an immaterial amount of COR included in Prepaid expenses and other assets on the Consolidated Balance Sheets compared to none as of December 31, 2023.

The effects of reinsurance on net premiums earned and net benefits incurred (benefits paid and reserve changes) for the years ended December 31, 2024, 2023, and 2022 respectively, were as follows (in millions):

8 unchanged sentences

F&G has not entered into any reinsurance agreements in which the reinsurer may unilaterally cancel any reinsurance for reasons other than non-payment of premiums or other similar credit issues.

Reinsurance Transactions

The following summarizes significant changes to third-party reinsurance agreements for the years ended December 31, 2024 and 2023:

Effective July 1, 2024, F&G amended the existing flow reinsurance agreement with Somerset Reinsurance Ltd.

(“Somerset”), a third-party reinsurer, to additionally cede the base contract benefits and GMWB riders attached under certain FIA policies on a coinsurance funds withheld quota share basis.

F&G has a reinsurance agreement with Kubera Insurance (SAC) Ltd.

(“Kubera”), an unaffiliated reinsurer, to cede certain FIA statutory reserves on a coinsurance funds withheld quota share basis, net of applicable existing reinsurance.

This agreement has been amended several times to include additional FIA policies, with the latest amendment effective December 1, 2024.

Everlake and Somerset:

F&G executed flow reinsurance agreements with Everlake Life Insurance Company (“Everlake”) and Somerset, third-party reinsurers, to cede certain MYGA business written effective September 1, 2023, and December 1, 2023, respectively, on a coinsurance quota share basis.

Effective May 1, 2020, F&G entered into an indemnity reinsurance agreement with Canada Life Assurance Company (“Canada Life”) United States Branch, a third-party reinsurer, to reinsure FIA policies with GMWB riders.

In accordance with the terms of this agreement, F&G cedes a quota share percentage of the net retention of guaranteed payments in excess of account value for GMWB.

Effective December 31, 2023, we entered a Recapture and Termination Agreement with Canada Life whereby 100 % of the liabilities and obligations were recaptured.

The following summarizes significant changes to third-party reinsurance agreements subsequent to the year ended December 31, 2024:

Everlake Reinsurance Amendment

Effective January 1, 2025, F&G amended the existing flow reinsurance agreement with Everlake to cede future additional MYGA business for agreed upon periods to Everlake pursuant to an offer and acceptance process, rather than on a flow basis.

The amendment included a cession of an inforce block of certain MYGA policies on a coinsurance quota share basis.

The following summarizes our reinsurance recoverable (in millions):

3 unchanged sentences

December 31, 2024 December 31, 2023

Aspida Life Re Ltd $ 6,128 $ 3,121 Coinsurance Funds Withheld Certain MYGA (b) Deposit

Wilton Reassurance Company 1,092 1,231 Coinsurance Block of traditional, IUL and UL (c) Reinsurance

Somerset Reinsurance Ltd 716 570 Coinsurance Funds Withheld Certain MYGA (b) and DA Deposit

Everlake Life Insurance Company 509 — Coinsurance (d) Certain MYGA (b) (d) Deposit

Other (e) 536 505

Aspida Life Re Ltd.

$ 7,844 $ 6,128 Coinsurance Funds Withheld Certain MYGA (b) Deposit

Somerset (c) 2,822 716 Coinsurance Funds Withheld Certain MYGA (b) and deferred annuities Deposit

Coinsurance Funds Withheld Certain FIA Reinsurance

Everlake 1,168 509 Coinsurance Certain MYGA (b) (d) Deposit

Wilton Reassurance Company 1,066 1,092 Coinsurance Block of traditional, IUL, and UL (e) Reinsurance

Other (f) 489 536

Reinsurance recoverable, gross of allowance for credit losses 13,389 8,981

2 unchanged sentences

(a) Reinsurance recoverables do not include unearned ceded premiums that would be recovered in the event of early termination of certain traditional life policies.

(b) As of the years ended December 31, 2023 and 2022, the combined quota share flow reinsurance amongst all reinsurers was 90 % and 75 %, respectively.

(c) Also includes certain FGL Insurance life insurance policies that are subject to redundant reserves, reported on a statutory basis, under Regulation XXX and Guideline AXXX.

(b) The combined quota share flow reinsurance amongst all reinsurers for 2024 varied between 30 % and 90 %.

As of December 31, 2024, the combined quota share flow reinsurance amongst all reinsurers was 90 %.

(d) Reinsurance recoverable is collateralized by assets placed in a statutory comfort trust by the reinsurer and maintained for our sole benefit.

(e) Represents all other reinsurers, with no single reinsurer having a carrying value in excess of 5% of total reinsurance recoverable.

(e) Also includes certain FGL Insurance life insurance policies that are subject to redundant reserves, reported on a statutory basis, under Regulation XXX and Guideline AXXX.

(f) Represents all other reinsurers, with no single reinsurer having a carrying value in excess of 5% of total reinsurance recoverable

As of December 31, 2024 and December 31, 2023, F&G had a deposit asset of $ 11,039 million and $ 7,481 million, respectively, which is reported in the Reinsurance recoverable, net of allowance for credit losses on the Consolidated Balance Sheets.

F&G incurred risk charge fees of $ 42 million, $ 39 million, and $ 36 million during the years ended December 31, 2024, 2023, and 2022, respectively, in relation to reinsurance agreements.

3 unchanged sentences

The expected credit loss reserves were as follows (in millions):

December 31, 2023 December 31, 2022

Year Ended December 31,

Balance at beginning of period $ ( 21 ) $ ( 10 )

Provision for losses ( 11 ) 10

Charge offs — —

Changes in the expected credit loss reserve 1 ( 11 )

Balance at end of period $ ( 20 ) $ ( 21 )

1 unchanged sentence

As indicated above, the Company has a significant concentration of reinsurance risk with third party reinsurers, Aspida Life Re Ltd.

(“Aspida Re”), Wilton Reinsurance (“Wilton Re”), Somerset Reinsurance Ltd.

(“Somerset”) and Everlake Life Insurance Company (“Everlake”) that could have a material impact on our financial position in the event that any of these reinsurers fails to perform its obligations under the various reinsurance treaties.

(“Aspida Re”), Wilton Reassurance (“Wilton Re”), Somerset, and Everlake that could have a material impact on our financial position in the event that any of these reinsurers fails to perform its obligations under the various reinsurance treaties.

We monitor the financial condition and financial strength of individual reinsurers using public ratings (refer to table below) and ratings reports of individual reinsurers to attempt to reduce the risk of default by such reinsurers.

In addition, the risk of non-performance is further mitigated with various forms of collateral or collateral arrangements, including secured trusts, funds withheld accounts and irrevocable letters of credit.

We believe that all amounts due from Aspida Re, Wilton Re, Somerset and Everlake for periodic treaty settlements, net of any applicable credit loss

reserves, are collectible as of December 31, 2023.

We believe that all amounts due from Aspida Re, Wilton Re, Somerset and Everlake for periodic treaty settlements, net of any applicable credit loss reserves, are collectible as of December 31, 2024.

The following table presents financial strength ratings as of December 31, 2024:

1 unchanged sentence

AM Best S&P Fitch Moody's

Aspida Life Re Ltd A- not rated not rated not rated

Wilton Re A+ not rated A not rated

Somerset Reinsurance Ltd A- BBB+ not rated not rated

Everlake A+ not rated not rated not rated

Reinsurance Transactions

The following summarizes significant changes to third-party reinsurance agreements for the year ended December 31, 2023:

Everlake and Somerset:

F&G executed flow reinsurance agreements with Everlake and Somerset, third-party reinsurers, to cede certain MYGA business written effective September 1, 2023, and December 1, 2023, respectively, on a coinsurance quota share basis.

In accordance with the terms of this agreement, F&G cedes a quota share percentage of the net retention of guaranteed payments in excess of account value for GMWB.

Effective December 31, 2023, we entered a Recapture and Termination Agreement with Canada Life whereby 100 % of the liabilities and obligations were recaptured.

There were no significant changes to third party reinsurance agreements for the year ended December 31, 2022 .

Aspida Re A- — — —

Somerset A- BBB+ — —

Everlake A — — —

Wilton Re A+ — A- —

“—” indicates not rated

Intercompany Reinsurance Agreements

4 unchanged sentences

The financing arrangements involve Fidelity & Guaranty Life Insurance Company reinsuring certain annuity products and their related rider benefits to the captives and the captives executing third-party financing facilities that are classified as capital for statutory purposes.

The transaction with Raven Re and Cayman Re included the execution of letter of credits with Nomura Bank International plc (“NBI”) and Deutsche Bank AG (“DB”), respectively, that are undrawn and have maximum borrowing capacities of $ 200 million and $ 200 million, respectively, as of December 31, 2023.

The transactions with Raven Re and Cayman Re included the execution of letter of credits with Nomura Bank International plc (“NBI”) and Deutsche Bank AG, respectively, that are undrawn and have maximum borrowing capacities of $ 175 million and $ 400 million, respectively, as of December 31, 2024.

The transaction with Corbeau Re included the execution of an excess of loss agreement (“XOL”) with Canada Life Barbados Branch that matures on December 31, 2043, and provides for coverage on losses up to $ 1,500 million as of December 31, 2024.

7 unchanged sentences

DAC 3,036 2,215

Value of distribution asset 86 100

Computer software 76 65

Definite lived trademarks, tradenames, and other 131 41

Customer relationships and contracts 273 —

Indefinite lived tradenames and other 8 8

1 unchanged sentence

The following tables roll forward VOBA by product for the years ended December 31, 2024 and 2023 (in millions):

FIA Fixed Rate Annuities Immediate Annuities Universal Life Traditional Life Total

Indexed Annuities Fixed Rate Annuities Immediate Annuities Universal Life Traditional Life Total

Balance at January 1, 2024

1 unchanged sentence

Amortization ( 133 ) ( 5 ) ( 7 ) ( 8 ) ( 7 ) ( 160 )

Actuarial model updates and refinements (a) — — — — 63 63

Balance at December 31, 2024

$ 892 $ 22 $ 184 $ 126 $ 125 $ 1,349

FIA Fixed Rate Annuities Immediate Annuities Universal Life Traditional Life Total

(a) net of amortization of ($ 15 million).

Indexed Annuities Fixed Rate Annuities Immediate Annuities Universal Life Traditional Life Total

Balance at January 1, 2023

1 unchanged sentence

Amortization ( 141 ) ( 5 ) ( 10 ) ( 9 ) ( 4 ) ( 169 )

Shadow Premium Deficiency Testing (“PDT”) — — — — 52 52

Balance at December 31, 2023

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VOBA amortization expense of $ 175 million, $ 169 million, and $ 180 million, was recorded in Depreciation and amortization on the Consolidated Statements of Operations for the years ended December 31, 2024, 2023, and 2022, respectively.

The following table presents a reconciliation of VOBA to the table above which is reconciled to the Consolidated Balance Sheets as of December 31, 2023 and 2022 (in millions):

December 31, 2023 December 31, 2022

FIA $ 1,025 $ 1,166

Fixed Rate Annuities 27 32

Immediate Annuities 191 201

Universal Life 134 143

Traditional Life 69 73

Total $ 1,446 $ 1,615

The following tables roll forward DAC by product for the years ended December 31, 2024 and 2023 (in millions):

FIA Fixed Rate Annuities Universal Life Total (a)

Indexed Annuities Fixed Rate Annuities Universal Life Total (a)

Balance at January 1, 2024

2 unchanged sentences

Amortization ( 156 ) ( 86 ) ( 38 ) ( 280 )

Reinsurance related adjustments — 79 — 79

Balance at December 31, 2024

$ 1,874 $ 376 $ 781 $ 3,031

FIA Fixed Rate Annuities Universal Life Total (a)

Indexed Annuities Fixed Rate Annuities Universal Life Total (a)

Balance at January 1, 2023

2 unchanged sentences

Amortization ( 103 ) ( 51 ) ( 32 ) ( 186 )

Reinsurance related adjustments — 79 — 79

Balance at December 31, 2023

$ 1,378 $ 288 $ 545 $ 2,211

(a) Excludes insignificant amounts of DAC related to Funding Agreement Backed Note (“FABN”).

DAC amortization expense of $ 186 million, $ 99 million, and $ 46 million, was recorded in Depreciation and amortization on the Consolidated Statements of Operations for the year s ended December 31, 2023, 2022, and 2021, respectively, excluding insignificant amounts related to FABN.

(a) Excludes insignificant amounts of DAC related to FABN and PRT.

DAC amortization expense of $ 280 million, $ 186 million, and $ 99 million, was recorded in Depreciation and amortization on the Consolidated Statements of Operations for the year s ended December 31, 2024, 2023, and 2022, respectively, excluding insignificant amounts related to FABN and PRT.

The following table presents a reconciliation of DAC to the table above which is reconciled to the Consolidated Balance Sheets as of December 31, 2024 and 2023 (in millions):

December 31, 2024 December 31, 2023

FIA $ 1,378 $ 971

Indexed Annuities $ 1,874 $ 1,378

Fixed Rate Annuities 376 288

2 unchanged sentences

Total $ 3,036 $ 2,215

The following tables roll forward DSI for the years ended December 31, 2023 and 2022 (in millions):

Balance at January 1, 2023

Capitalization 168 168

Amortization ( 22 ) ( 22 )

Balance at December 31, 2023

The following tables roll forward DSI for our indexed annuity products for the years ended December 31, 2024 and 2023 (in millions):

Years Ended December 31,

Balance at January 1, $ 346 $ 200

3 unchanged sentences

DSI amortization expense of $ 40 million, $ 22 million, and $ 14 million, was recorded in Depreciation and amortization on the Consolidated Statements of Operations for the years ended December 31, 2024, 2023, and 2022, respectively.

The following table presents a reconciliation of DSI to the table above which is reconciled to the Consolidated Balance Sheets as of December 31, 2023 and 2022 (in millions):

December 31, 2023 December 31, 2022

FIA $ 346 $ 200

Total $ 346 $ 200

The cash flow assumptions used to amortize VOBA and DAC were consistent with the assumptions used to estimate the FPB for life contingent immediate annuities, and will be reviewed and unlocked, if applicable, in the same period as those balances.

For nonparticipating traditional life contracts, the VOBA amortization is straight-line, without the use of cash flow assumptions.

For FIA contracts, the cash flow assumptions used to amortize VOBA, DAC, and DSI were consistent with the assumptions used to estimate the value of the embedded derivative and MRBs, and will be reviewed and unlocked, if applicable, in the same period as those balances.

For fixed rate annuities and IUL the cash flow assumptions used to amortize VOBA, DAC and DSI reflect the Company’s best estimates for policyholder behavior, consistent with the development of assumptions for FIA and immediate annuity.

For indexed annuity contracts, the cash flow assumptions used to amortize VOBA, DAC, and DSI were consistent with the assumptions used to estimate the value of the embedded derivative and MRBs, and will be reviewed and unlocked, if applicable, in the same period as those balances.

Refer to Note A - Business and Summary of Significant Accounting Policies for further information about accounting policies for amortization of VOBA, DAC and DSI.

We review cash flow assumptions annually, generally in the third quarter.

In 2023, F&G undertook a review of all significant assumptions and revised several assumptions relating to our deferred annuity (FIA and fixed rate annuity) and IUL products, including surrender rates, partial withdrawal rates, mortality improvement, premium persistency, and option budgets.

In 2024 and 2023, we undertook a review of all significant assumptions and revised several assumptions relating to our deferred annuity (indexed annuity and fixed rate annuity) and IUL products.

For the year ended December 31, 2024, we updated assumptions including surrender rates, GMWB election timing, premium persistency, mortality improvement, and option budgets.

For the year ended December 31, 2023, we updated assumptions including surrender rates, GMWB election timing, premium persistency, and option budgets.

All updates to these assumptions brought us more in line with our company and overall industry experience since the prior assumption update.

In 2022, F&G undertook a review of all significant assumptions and revised GMWB utilization for our deferred annuity contracts (FIA and fixed rate annuities) to reflect internal and industry experience in the first several contract years.

For the in-force liabilities as of December 31, 2023, the estimated amortization expense for VOBA in future fiscal periods is as follows (in millions):

Estimated Amortization Expense

Thereafter 810

Total $ 1,446

Definite and Indefinite Lived Other Intangible Assets

Other intangible assets as of December 31, 2023 consist of the following (in millions):

Other intangible assets as of December 31, 2024 and 2023 consist of the following (in millions):

December 31, 2024

Cost Accumulated amortization Net carrying amount Weighted average useful life (years)

Value of distribution asset (VODA) $ 140 $ ( 54 ) $ 86 15

Definite lived other intangible assets

VODA $ 140 $ ( 66 ) $ 74 15

Computer software 114 ( 38 ) 76 2 to 10

Definite lived trademarks, tradenames, and other 54 ( 13 ) 41 10

Definite lived trademarks, tradenames, and other (a) 155 ( 24 ) 131 5 to 10

Customer relationship intangibles and contracts (a) 310 ( 37 ) 273 12 to 20

Indefinite lived other intangible assets

Indefinite lived tradenames and other 8 N/A 8 Indefinite

Other intangible assets as of December 31, 2022 consist of the following (in millions):

(a) Includes intangible assets acquired with ROAR and PALH.

Refer to Note P - Acquisitions for further details.

December 31, 2023

Cost Accumulated amortization Net carrying amount Weighted average useful life (years)

Value of distribution asset (VODA) $ 140 $ ( 40 ) $ 100 15

Definite lived other intangible assets

VODA $ 140 $ ( 54 ) $ 86 15

Computer software 94 ( 29 ) 65 2 to 10

Definite lived trademarks, tradenames and other 54 ( 13 ) 41 10

Indefinite lived other intangible assets

Indefinite lived tradenames and other 8 N/A 8 Indefinite

Amortization expense for amortizable intangible assets, which consist primarily of VODA, computer software, and definite lived trademarks, tradenames and other was $ 26 million, $ 25 million and $ 28 million for the years ended December 31, 2023, 2022 and 2021, respectively.

We recorded $ 13 million, $ 14 million and $ 0 of impairment expense related to computer software during the years ended December 31, 2023, 2022 and 2021, respectively.

Estimated amortization expense for the next five years for assets owned at December 31, 2023, is $ 31 million in 2024, $ 26 million in 2025, $ 23 million in 2026, $ 22 million in 2027, $ 19 million in 2028 and $ 71 million thereafter.

Total amortization expense for definite lived other intangible assets, was $ 69 million, $ 26 million and $ 25 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Within definite lived trademarks, tradenames, and other is an amount established to offset MRBs with no explicit rider charges, which had a balance of $ 94 million and $ 22 million as of December 31, 2024 and December 31, 2023, respectively.

Amortization of $ 5 million, $ 1 million and $ 1 million was recorded in Depreciation and amortization on the Consolidated Statements of Operations for the years ended December 31, 2024, 2023, and 2022, respectively, and is included in total amortization expense noted above.

We recorded no impairment expense related to computer software during the year ended December 31, 2024, compared to $ 13 million and $ 14 million for the years ended December 31, 2023 and 2022, respectively.

The following table shows the estimated amortization expense in future fiscal periods for VOBA for the in-force liabilities, customer relationship intangibles and definite lived other intangible assets as of December 31, 2024 (in millions):

VOBA Customer Relationship

Intangibles Definite Lived Other

Intangible Assets

2025 $ 145 $ 35 $ 41

2026 132 30 37

2027 121 26 35

2028 110 23 28

2029 100 20 25

Thereafter 741 139 115

Total $ 1,349 $ 273 $ 281

Note G - Market Risk Benefits

The following table presents the balances of and changes in MRBs associated with FIAs and fixed rate annuities for the years ended December 31, 2023, 2022 and 2021 (in millions):

December 31, 2023 December 31, 2022 December 31, 2021

FIA Fixed rate annuities FIA Fixed rate annuities FIA Fixed rate annuities

The following table presents the balances of and changes in MRBs associated with indexed annuities and fixed rate annuities for the years ended December 31, 2024 and 2023 (in millions):

December 31, 2024 December 31, 2023

Indexed annuities Fixed rate annuities Indexed annuities Fixed rate annuities

Balance, beginning of period, net liability $ 314 $ 1 $ 164 $ 1

8 unchanged sentences

Balance, end of period, net liability 420 1 314 1

reinsured market risk benefits 61 — — —

Balance, end of period, net of reinsurance $ 359 $ 1 $ 314 $ 1

Weighted-average attained age of policyholders weighted by total AV (years) 67.98 72.58 68.28 72.59

1 unchanged sentence

The following table reconciles MRBs by amounts in an asset position and amounts in a liability position to the MRBs amounts in the Consolidated Balance Sheets (in millions):

December 31, 2023 December 31, 2022 December 31, 2021

Asset Liability Net Asset Liability Net Asset Liability Net

FIA 88 402 314 117 281 164 41 467 426

December 31, 2024 December 31, 2023

Direct Reinsured Net Direct Reinsured Net

Indexed annuities $ 128 $ 61 $ 189 $ 88 $ — $ 88

Fixed rate annuities — — — — — —

Total $ 88 $ 403 $ 315 $ 117 $ 282 $ 165 $ 41 $ 469 $ 428

The net MRB liability increased for the year ended December 31, 2023, primarily as a result of attributed fees collected, increases as a result of actual policyholder behavior different than expected and changes in assumptions and other as discussed below.

Total MRB asset $ 128 $ 61 $ 189 $ 88 $ — $ 88

MRB liability

Indexed annuities $ 548 $ — $ 548 $ 402 $ — $ 402

Fixed rate annuities 1 — 1 1 — 1

Total MRB liability $ 549 $ — $ 549 $ 403 $ — $ 403

The net MRB liability increased for the year ended December 31, 2024, primarily as a result of collection of attributed fees, interest accrual, MRB reserves for contracts issued within the period, and changes in actuarial assumptions.

These increases were partially offset by the effects of market related movements, including the impacts of higher risk-free rates and increases in the equity market related projections.

For the year ended December 31, 2023, notable changes made to the inputs to the fair value estimates of MRBs calculations included a significant increase in risk-free rates leading to a favorable change in the MRBs associated with FIA and fixed rate annuities;

increases in the equity market related projections resulted in a decrease in the net amount at risk associated with FIAs, lead to a favorable change in the value of the associated MRBs;

and F&G’s credit spread decreased, leading to a corresponding unfavorable change in the MRBs associated with both FIA and fixed rate annuities.

In addition, the cash flow assumptions used to calculate MRBs reflect the company’s best estimates for policyholder behavior.

We review cash flow assumptions annually, generally in the third quarter.

In 2023, F&G undertook a review of all significant assumptions and revised several assumptions relating to our deferred annuities (FIA and fixed rate annuities) with MRBs including surrender rates, partial withdrawal rates, mortality improvement, and option budgets.

All updates to these assumptions brought us more in line with our Company and overall industry experience since the prior assumption update.

These updates, in total, led to an unfavorable change in the MRB balance during the third quarter of 2023.

Additionally, in the fourth quarter of 2023, an update to the industry future mortality improvement table led to a corresponding update in our future mortality improvement assumption, which led to an unfavorable change in the MRB balance during the fourth quarter of 2023.

The net MRB liability decreased for the year ended December 31, 2022, primarily as a result of the effects of market related movements, including the impact of higher risk-free rates, and changes in assumptions and other as discussed below, partially offset by attributed fees collected and increases as a result of actual policyholder behavior different than expected.

For the year ended December 31, 2022, notable changes made to the inputs to the fair value estimates of MRBs calculations included a significant increase to risk-free rates leading to a favorable change in the MRBs associated with both FIA and fixed rate annuities;

decreases in the equity markets resulting in an increase in the net amount at risk associated with FIAs, leading to an unfavorable change in the value of the associated MRBs;

and volatility indices increased, leading to an unfavorable change in the MRBs associated with FIAs.

Cash flow assumptions for mortality and full and partial surrenders were unchanged during the annual third quarter review in 2022.

The GMWB utilization assumption was revised in the second quarter of 2022 to reflect additional internal and industry experience for the first several contract years.

This assumption update led to a decrease in the net MRB liability.

In addition, F&G’s credit spread increased during 2022, leading to a corresponding decrease in the net MRB liability.

Credit spreads on the block of business remain lower than the at-issue or at-purchase credit spreads, but the level has decreased since the beginning of 2022.

The net MRB liability decreased for the year ended December 31, 2021, primarily as a result of the effects of market related movements, including the impact of higher risk-free rates, and decreases as a result of actual policyholder behavior different than expected, partially offset by attributed fees collected.

For the year ended December 31, 2021, notable changes made to the inputs to the fair value estimates of MRBs calculations included a moderate increase to risk-free rates leading to a favorable change in the MRBs associated with both FIA and fixed rate annuities and increases in the equity markets resulting in a decrease in the net amount at risk associated with FIAs, leading to a favorable change in the value of the associated MRBs.

For the year ended December 31, 2024, notable changes made to the inputs to the fair value estimates of MRBs calculations included an increase in risk-free rates leading to a favorable change in the MRBs associated with indexed annuities and fixed rate annuities;

increases in the equity market related projections resulted in a decrease in the net amount at risk associated with indexed annuities, leading to a favorable change in the value of the associated MRBs;

and an increase in the rider benefit utilization assumption, leading to an unfavorable change in the value of the associated MRBs.

These increases were partially offset by the effects of market related movements, including the impacts of higher risk-free rates and increases in the equity market related projections.

and F&G’s credit spread decreased, lead to a corresponding unfavorable change in the MRBs associated with both indexed annuities and fixed rate annuities.

In 2024 and 2023, F&G undertook a review of all significant assumptions and revised several assumptions relating to our deferred annuities (indexed annuities and fixed rate annuities) with MRBs.

For the year ended December 31, 2024, we updated assumptions including surrender rates, rider benefit election utilization, mortality improvement, and option budgets.

For the year ended December 31, 2023, we updated assumptions including surrender rates, partial withdrawal rates, mortality improvement, and option budgets.

All updates to these assumptions brought us more in line with our Company and overall industry experience since the prior assumption updates.

These updates, in total, led to increases in the net MRB liability for the years ended December 31, 2024 and 2023.

Note H - Income Taxes

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Total $ 136 $ 23 $ 158

Total income tax expense (benefit) was allocated as follows:

Total income tax expense (benefit) was allocated as follows (in millions):

Year Ended December 31,

2024 2023 2022

Taxes on net earnings (loss) from continuing operations $ 23 $ 158 $ 320

Other comprehensive (loss) earnings:

Taxes on net earnings from continuing operations $ 136 $ 23 $ 158

Other comprehensive income (loss):

Changes in current discount rate - future policy benefits 59 ( 50 ) 203

1 unchanged sentence

Unrealized (loss) gain on investments and other financial instruments ( 41 ) 275 ( 1,186 )

Unrealized gain on foreign currency translation and cash flow hedging 1 ( 1 ) ( 1 )

Total income tax (benefit) expense allocated to other comprehensive earnings 217 ( 966 ) ( 106 )

Unrealized gain (loss) on foreign currency translation and cash flow hedging ( 1 ) 1 ( 1 )

Total income tax (benefit) expense allocated to other comprehensive income (loss) 18 217 ( 966 )

Total income taxes $ 154 $ 240 $ ( 808 )

5 unchanged sentences

Benefit for capital loss carryback — — ( 3.0 )

Officers Compensation 1.2 ( 11.2 ) 0.3

Stock compensation ( 0.8 ) 2.7 —

2 unchanged sentences

Valuation allowance for deferred tax assets ( 1.8 ) ( 100.1 ) 3.4

Adjustment of DTAs on sale of subsidiary — — 1.2

COLI ( 0.6 ) 13.2 ( 0.4 )

2 unchanged sentences

For the year ended December 31, 2024, the Company’s effective tax rate was 17.5 %.

The effective tax rate was positively impacted by favorable permanent adjustments, including low income housing tax credits (“LIHTC”), the dividends received deduction (“DRD”), and COLI, as well as the valuation allowance release on unrealized losses and capital loss carryforwards.

For the year ended December 31, 2023, the Company’s effective tax rate was ( 66.2 )%.

The effective tax rate was negatively impacted by the valuation allowance expense recorded on unrealized losses and capital loss carryforwards.

For the year ended December 31, 2022, the Company’s effective tax rate was 19.9 %.

The effective tax rate was positively impacted by favorable permanent adjustments, including low income housing tax credits (“LIHTC”), the dividends received deduction (“DRD”), and COLI.

The effective tax rate was positively impacted by favorable permanent adjustments, including LIHTC, DRD, and COLI.

The effective tax rate was also impacted by the benefit of the capital loss carryback.

This benefit is offset by the valuation allowance expense recorded on unrealized losses and capital loss carryforwards.

For the year ended December 31, 2021, the Company’s effective tax rate was 20.6 %.

The effective tax rate was positively impacted by favorable permanent adjustments, including LIHTC, DRD, and COLI.

The significant components of deferred tax assets and liabilities consist of the following:

(In millions)

The significant components of deferred tax assets and liabilities consist of the following (in millions):

Deferred tax assets:

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Net operating loss carryforwards 105 75

Accrued liabilities — 1

General business tax credits 9 43

CAMT Credit Carryforwards 36 —

Corporate Alternative Minimum Tax ("CAMT") Credit Carryforwards 155 36

Bermuda CIT NOL Carryforward 10 24

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Net deferred tax asset (liability) $ 299 $ 388

Our net deferred tax asset (liability) was $ 388 million as of December 31, 2023 and a net deferred tax asset (liability) of $ 600 million as of December 31, 2022.

Our net deferred tax asset was $ 299 million as of December 31, 2024 and a net deferred tax asset of $ 388 million as of December 31, 2023.

The significant changes in the deferred taxes are as follows:

the deferred tax asset for investment securities decreased by $ 256 million primarily due to unrealized capital gains on fixed maturities.

the deferred tax asset for investment securities increased by $ 46 million primarily due to unrealized capital losses on fixed maturities and the recognition of tax gains on commercial mortgage loans, which were carried at a zero tax basis as a result of an IRS Code Section 338(h)(10) election made on November 30, 2017.

The deferred tax liability related to deferred acquisition costs increased by $ 182 million, which is consistent with the growth in sales in our U.S.

The deferred tax relating to derivatives decreased by $ 70 million due to unrealized gains on call options, interest rate swaps, and embedded derivatives.

The life insurance reserves and claim related adjustments deferred tax asset increased by $ 114 million primarily due to the GAAP reserves for the year increasing by more than the tax reserves.

The reinsurance receivable deferred tax asset increased by $ 463 million, and the reinsurance receivable deferred tax liability increased by $ 434 million, both due to the Modco reinsurance treatment of GAAP and tax reserves.

The life insurance reserves and claim related adjustments deferred tax asset decreased by $ 96 million primarily due to the tax reserves for the year increasing by more than the GAAP reserves.

The reinsurance receivable deferred tax asset increased by $ 322 million, and the reinsurance receivable deferred tax liability increased by $ 324 million, both due to the increase in the Modco reinsurance.

As of December 31, 2024, we have net operating losses (“NOLs”) on a pretax basis of $ 503 million, which are available to carryforward and offset future federal taxable income subject to the 80% taxable income limitation.

The life losses are U.S.

federal net operating losses and consist of $ 68 million of Internal Revenue Code Section 382 limited net operating losses, and $ 287 million of Internal Revenue Code Section 382 non-limited net operating losses.

A portion of these NOLs are subject to Internal Revenue Code Section 382 limitations, however, such limitations are in excess of the relevant carryforward balances.

Therefore, the carryforwards are effectively unlimited.

These losses do not expire.

As of December 31, 2024 and 2023, we had $ 9 million and $ 43 million of general business tax credits, respectively, which expire between 2041 and 2044.

The tax credits consist of $ 43 million of tax credits with no IRC

Section 382 limitation.

We also had $ 36 million of corporate alternative minimum tax (“CAMT”) credits.

None of the $ 9 million in tax credits are limited.

As of December 31, 2024 and 2023, the Company also had $ 155 million and $ 36 million of CAMT credits.

The CAMT credits are not limited by IRC Section 382, and have no expiration date.

As of December 31, 2023, the valuation allowance of $ 85 million consisted of a full valuation allowance of $ 4 million on the unrealized capital loss deferred tax assets for F&G Life Re, F&G Cayman Re, and the US Non-life Companies, a full valuation allowance of $ 24 million on the foreign deferred tax assets of F&G Life Re, a full valuation allowance of $ 4 million on the remaining capital loss carryforwards for the US Non-life Companies, and a partial valuation allowance of $ 53 million on the US Life Companies’ capital loss deferred tax assets.

As of December 31, 2024, the valuation allowance of $ 58 million consisted of a full valuation allowance of $ 2 million on the unrealized capital loss deferred tax assets for F&G Life Re Ltd.

(“F&G Life Re”), F&G Cayman Re Ltd.

(“F&G Cayman Re”), and the US Non-life Companies, a full valuation allowance of $ 10 million on the foreign deferred tax assets of F&G Life Re, a full valuation allowance of $ 1 million on the deferred capital loss carryforwards for the US Non-life Companies and F&G Cayman Re, and a partial valuation allowance of $ 45 million on the US Life Companies’ capital loss deferred tax assets.

The Company makes certain investments in limited partnerships, which invest in affordable housing projects that qualify for the LIHTC.

The Company’s investment in the funds is amortized through income tax expense on the Consolidated Statements of Operations using the proportional amortization method.

The tax credits and other benefits recognized are included in the net change in income taxes on the Consolidated Statements of Cash Flows.

The following table presents the impacts of the LIHTC investments included in income tax expense on the Consolidated Statements of Operations (in millions):

For the Year Ended December 31,

2024 2023 2022

Tax credits and other benefits recognized $ ( 36 ) $ ( 27 ) $ ( 26 )

Tax credit amortization expense 26 22 18

Total $ ( 10 ) $ ( 5 ) $ ( 8 )

At December 31, 2024 and December 31, 2023, LIHTC investments included in Prepaid expenses and other assets on the Consolidated Balance Sheets totaled $ 135 million and $ 108 million , respectively.

Life insurance group is subject to a Tax Sharing Agreement within the members of the life insurance tax return group.

8 unchanged sentences

The Inflation Reduction Act of 2022 (the “Inflation Reduction Act”) was signed into law on August 16, 2022.

Among other changes, the Inflation Reduction Act introduced a 15% corporate alternative minimum tax (“CAMT”) on adjusted financial statement income and a 1% excise tax on treasury stock repurchases.

Among other changes, the Inflation Reduction Act introduced a 15% CAMT on adjusted financial statement income and a 1% excise tax on treasury stock repurchases.

These provisions were effective January 1, 2023.

7 unchanged sentences

The CIT Act of 2023 was passed in Bermuda on December 27, 2023.

The CIT will commence on January 1, 2025 and will apply a statutory rate of 15% to the taxable income or loss of Bermuda tax resident entities and permanent establishments.

The CIT commenced on January 1, 2025 and applies a statutory rate of 15% to the taxable income or loss of Bermuda tax resident entities and permanent establishments.

F&G Life Re, a 953(d) company with no or minimal US permanent tax differences, is not expected to owe any Bermuda CIT due to the foreign tax credit.

1 unchanged sentence

Since the CIT did not have any material impact to the financial statements, the deferred tax asset and offsetting valuation allowance were netted together in the rate reconciliation above.

As a result of the adoption of ASU 2018-12, the changes required resulted in changes to deferred tax for the prior periods.

The decrease in the deferred tax asset as of December 31, 2022 due to ASU 2018-12 was $163 million.

See Note A - Business and Summary of Significant Accounting Policies for details on the changes required for the new accounting standard.

Note I - Contractholder Funds

1 unchanged sentence

December 31, 2024

FIA Fixed rate annuities Universal Life FABN (b) FHLB (b)

Balance, beginning of year $ 24,766 $ 9,358 $ 2,112 $ 2,613 $ 1,982

Issuances 4,722 5,061 199 — 1,256

Premiums received 103 1 382 — —

Policy charges (a) ( 182 ) — ( 261 ) — —

Surrenders and withdrawals ( 2,005 ) ( 1,142 ) ( 90 ) — —

Benefit payments ( 526 ) ( 240 ) ( 27 ) ( 53 ) ( 763 )

Interest credited 270 405 76 54 64

Other 16 — — ( 1 ) —

Balance, end of year $ 27,164 $ 13,443 $ 2,391 $ 2,613 $ 2,539

Embedded derivative adjustment (c) 243 — 84 — —

Gross Liability, end of period $ 27,407 $ 13,443 $ 2,475 $ 2,613 $ 2,539

Reinsurance ( 17 ) ( 7,520 ) ( 894 ) — —

Net Liability, after Reinsurance $ 27,390 $ 5,923 $ 1,581 $ 2,613 $ 2,539

Weighted-average crediting rate 1.40 % 4.85 % 3.44 % N/A N/A

Net amount at risk (d) N/A N/A $ 60,389 N/A N/A

Cash surrender value (e) $ 25,099 $ 12,505 $ 1,872 N/A N/A

(a) Contracts included in the contractholder funds are generally charged a premium and/or monthly assessments on the basis of the account balance.

(b) FABN and FHLB are considered funding agreements that are investment contracts which follow the interest method of accounting, and therefore are not subject to ASU 2018-12 disclosure requirements.

However, the Company has elected to present the liability for these agreements within the disaggregated roll forward as we believe it will provide meaningful information for users of the financials.

(c) The embedded derivative adjustment reconciles the account balance to the gross GAAP liability and represents the combination of the host contract and the fair value of the embedded derivatives.

(d) For those guarantees of benefits that are payable in the event of death, the net amount at risk is generally defined as the current guaranteed minimum death benefit in excess of the current account balance at the balance sheet date.

(e) These amounts are gross of reinsurance.

December 31, 2022

FIA Fixed rate annuities Universal Life FABN (b) FHLB (b)

Indexed annuities Fixed rate annuities Universal Life FABN (b) FHLB (b)

Balance, beginning of year $ 27,164 $ 13,443 $ 2,391 $ 2,613 $ 2,539

9 unchanged sentences

Gross liability, end of period 30,454 17,442 2,896 2,463 2,852

Reinsurance ( 17 ) ( 3,723 ) ( 947 ) — —

Net Liability, after Reinsurance $ 24,406 $ 5,635 $ 1,180 $ 2,613 $ 1,982

Reinsurance recoverable 861 11,009 877 — —

Net liability, after reinsurance recoverable $ 29,593 $ 6,433 $ 2,019 $ 2,463 $ 2,852

Weighted-average crediting rate 2.90 % 4.42 % 6.20 % N/A N/A

2 unchanged sentences

(a) Contracts included in the contractholder funds are generally charged a premium and/or monthly assessments on the basis of the account balance.

(b) FABN and FHLB are considered funding agreements that are investment contracts which follow the interest method of accounting, and therefore are not subject to ASU 2018-12 disclosure requirements.

(b) FABN and FHLB are considered funding agreements that are investment contracts which follow the interest method of accounting, and therefore are not subject to Accounting Standards Update (“ASU”) 2018-12 disclosure requirements.

However, the Company has elected to present the liability for these agreements within the disaggregated roll forward as we believe it will provide meaningful information for users of the financials.

3 unchanged sentences

December 31, 2023

FIA Fixed rate annuities Universal Life FABN (b) FHLB (b)

Indexed annuities Fixed rate annuities Universal Life FABN (b) FHLB (b)

Balance, beginning of year $ 24,766 $ 9,358 $ 2,112 $ 2,613 $ 1,982

9 unchanged sentences

Gross liability, end of period 27,407 13,443 2,475 2,613 2,539

Reinsurance ( 17 ) ( 1,692 ) ( 984 ) — —

Net Liability, after Reinsurance $ 22,583 $ 4,675 $ 997 $ 1,904 $ 1,543

Reinsurance recoverable 17 7,520 894 — —

Net liability, after reinsurance recoverable $ 27,390 $ 5,923 $ 1,581 $ 2,613 $ 2,539

Weighted-average crediting rate 1.40 % 4.85 % 3.44 % N/A N/A

7 unchanged sentences

(e) These amounts are gross of reinsurance.

The following table reconciles contractholder funds’ account balances to the contractholder funds liability in the Consolidated Balance Sheet (in millions):

December 31, 2023 December 31, 2022 December 31, 2021

FIA $ 27,407 $ 24,423 $ 22,600

The following table reconciles contractholder funds’ account balances to the contractholder funds liability in the Consolidated Balance Sheets (in millions):

Indexed annuities $ 30,454 $ 27,407

Fixed rate annuities 17,442 13,443

6 unchanged sentences

Annually, typically in the third quarter, we review assumptions associated with reserves for policy benefits and product guarantees.

During the third quarter of 2023 and for the year ended December 31, 2023, based on increases in interest rates and pricing changes, we updated certain FIA assumptions used to calculate the fair value of the embedded derivative component within contractholder funds and also aligned reserves to actual policyholder

During the third quarter of 2024 and for the year ended December 31, 2024, based on policyholder behavior, experience and interest rate movements, we reflected updates to surrender assumptions for recent and expected near term policyholder behavior, as well as updated certain indexed annuities assumptions used to calculate the fair value of the embedded derivative component within contractholder funds.

These changes resulted in a decrease in total benefits and other changes in policy reserves of approximately $ 89 million for the year ended December 31, 2024.

During the third quarter of 2023 and for the year ended December 31, 2023, based on increases in interest rates and pricing changes, we updated certain indexed annuities assumptions used to calculate the fair value of the embedded derivative component within contractholder funds and also aligned reserves to actual policyholder

These changes resulted in an increase in total benefits and other changes in policy reserves of approximately $ 73 million for the year ended December 31, 2023.

4 unchanged sentences

Greater Than 150 Basis Points Above

0.00%-1.50% $ 22,392 $ 1,444 $ 526 $ 1,953 $ 26,315

1.51%-2.50% 196 1 24 250 471

Greater than 2.50% 377 1 — — 378

Total $ 22,965 $ 1,446 $ 550 $ 2,203 $ 27,164

Fixed Rate Annuities

0.00%-1.50% $ 23 $ 25 $ 1,532 $ 10,271 $ 11,851

1.51%-2.50% 5 8 23 453 489

Greater than 2.50% 893 2 4 204 1,103

Total $ 921 $ 35 $ 1,559 $ 10,928 $ 13,443

Universal Life

0.00%-1.50% $ 1,987 $ 5 $ — $ 21 $ 2,013

1.51%-2.50% — — — — —

Greater than 2.50% 361 16 1 — 378

Total $ 2,348 $ 21 $ 1 $ 21 $ 2,391

December 31, 2022

Range of guaranteed minimum crediting rate At Guaranteed Minimum 1 Basis Point- 50 Basis Points Above

51 Basis Points- 150 Basis Points Above

Greater Than 150 Basis Points Above

Indexed Annuities

0.00%-1.50% $ 23,540 $ 1,236 $ 492 $ 1,846 $ 27,114

16 unchanged sentences

Greater Than 150 Basis Points Above

Indexed Annuities

0.00%-1.50% $ 22,392 $ 1,444 $ 526 $ 1,953 $ 26,315

14 unchanged sentences

The following table summarizes balances and changes in the present value of expected net premiums and the present value of the expected FPB for nonparticipating traditional contracts (in millions):

December 31, 2023 December 31, 2022 December 31, 2021

Traditional life

December 31, 2024 December 31, 2023

Expected net premiums

22 unchanged sentences

The following tables summarize balances and changes in the present value of the expected FPB for limited-payment contracts (in millions):

December 31, 2023 December 31, 2022 December 31, 2021

December 31, 2024 December 31, 2023

Balance, beginning of year $ 4,189 $ 2,165

9 unchanged sentences

Balance, end of year $ 6,054 $ 4,189

Net liability for future policy benefits $ 4,189 $ 2,165 $ 1,148

Reinsurance recoverable — — —

Net liability for future policy benefits, after reinsurance recoverable $ 6,054 $ 4,189

Weighted-average duration of liability for future policyholder benefits (years) 7.78 8.23

December 31, 2023 December 31, 2022 December 31, 2021

Immediate annuities

December 31, 2024 December 31, 2023

Balance, beginning of year $ 1,415 $ 1,429

14 unchanged sentences

The following tables summarize balances and changes in the liability for DPL for limited-payment contracts (in millions):

December 31, 2023 December 31, 2022 December 31, 2021

Immediate annuities PRT Immediate annuities PRT Immediate annuities PRT

December 31, 2024 December 31, 2023

Immediate annuities PRT Immediate annuities PRT

Balance, beginning of year $ 87 $ 10 $ 69 $ 4

9 unchanged sentences

The DPL for Immediate Annuities and PRT is presented together with the FPB in the Consolidated Balance Sheets and has been included as a reconciling item in the table below:

December 31, 2023 December 31, 2022 December 31, 2021

Traditional life $ 1,302 $ 1,349

2 unchanged sentences

Immediate annuities DPL 90 87

PRT DPL 10 4 7

Total $ 8,749 $ 7,050

12 unchanged sentences

Gross Premiums (a) Interest Expense (b)

December 31, 2023 December 31, 2022 December 31, 2021 December 31, 2023 December 31, 2022 December 31, 2021

December 31, December 31,

2024 2023 2022 2024 2023 2022

Traditional life $ 111 $ 123 $ 137 $ 37 $ 37 $ 39

5 unchanged sentences

The following table presents the weighted-average interest rate:

December 31, 2023 December 31, 2022 December 31, 2021

2024 2023 2022

Traditional life

25 unchanged sentences

Expected experience 0.3 % — % — %

The following table provides additional information for periods in which a cohort has an NPR > 100% (and therefore capped at 100%) (dollars in millions):

The following table provides additional information for periods in which a cohort has a net premium ratio (“NPR”) greater than 100% (and therefore capped at 100%) (dollars in millions):

December 31, 2024

Cohort X Description (a)

Net Premium Ratio before capping 100 % Term with ROP Non-NY Cohort

Reserves before NP Ratio capping $ 1,172 Term with ROP Non-NY Cohort

Reserves after NP Ratio capping $ 1,173 Term with ROP Non-NY Cohort

Loss Expense — Term with ROP Non-NY Cohort

(a) Return of Premium (“ROP”)

Cohort X Description

NPR before capping 108 % Term with return of premium Non-NY Cohort

Reserves before NPR capping $ 1,147 Term with return of premium Non-NY Cohort

Reserves after NPR capping 1,174 Term with return of premium Non-NY Cohort

Loss Expense 27 Term with return of premium Non-NY Cohort

F&G realized actual-to-expected experience variances and made changes to assumptions during the years ended December 31, 2024 and 2023 as follows:

Traditional life

The traditional life line of business primarily consists of policies that were sold prior to 2010.

As this line of business continues to age, benefit payments made from these contracts will be the primary driver of the emergence of reserves, decreasing the reserve balance.

Significant assumption inputs to the calculation of the FPB for traditional life include mortality, lapses (including lapses due to nonpayment of premium and surrenders for cash surrender value), and discount rates (both accretion and current).

We review the cash flow assumptions annually, typically in the third quarter.

In 2024, F&G made an adjustment to the calculation to reflect additional actuarial precision, unrelated to the assumptions, driving an increase to the FPB liability.

In 2023, F&G undertook a review of all significant assumptions and revised the lapse assumption, resulting in a slight decrease to the FPB.

There have been no other significant changes.

Market data that underlies current discount rates was updated in 2024 from that utilized in 2023 resulting in increased discount rates that drove a decrease to the FPB.

Market data that underlies current discount rates was updated in 2023 from that utilized in 2022, resulting in decreased discount rates that drove a material increase to the FPB.

In 2022, F&G similarly undertook a review in the third quarter of the significant cash flow assumptions and did not make any changes to mortality or lapses.

Market data that underlies current discount rates was updated from 2021 and increased significantly year-over-year, resulting in a material decrease to the FPB.

Impacts to expected net premiums and expected FPBs due to discount rate changes in 2022 can be observed in the FPB roll forward tables at December 31, 2022.

Immediate annuities (life contingent)

1 unchanged sentence

We review the cash flow assumptions annually, typically in the third quarter.

In 2023, F&G undertook a review of the significant cash flow assumptions and did not make any changes to mortality.

In 2024 and 2023, F&G undertook a review of the significant cash flow assumptions and did not make any changes to mortality.

Market data that underlies current discount rates was updated in 2024 from that utilized in 2023 resulting in increased discount rates that drove a decrease to the FPB.

Market data that underlies current discount rates was updated in 2023 from that utilized in 2022, resulting in decreased discount rates that drove a material increase to the FPB.

In 2022, F&G similarly undertook a review of the significant cash flow assumptions and did not make any changes to those assumptions.

Market data that underlies current discount rates was updated from 2021 and increased significantly year-over-year, resulting in a material decrease to the FPB.

Impacts to expected FPBs due to assumption changes in 2022 can be observed in the FPB roll forward tables at December 31, 2022.

PRT (life contingent)

The PRT line of business has issued a significant volume of contracts for both 2024 and 2023, which is the primary impact in increasing the reserve balance in each of those periods.

Significant assumption inputs to the calculation of the FPB for PRT (life contingent) include mortality and discount rates (both accretion and current).

Additionally, for PRT contracts with deferred payment streams, retirement age and elected payment form are significant assumptions.

We review the cash flow assumptions annually, typically in the third quarter.

In 2023, F&G undertook a review of the significant cash flow assumptions and did not make any changes to mortality.

In 2024 and 2023, F&G undertook a review of the significant cash flow assumptions and did not make any changes to mortality.

Market data that underlies current discount rates was updated in 2024 from that utilized in 2023 resulting in increased discount rates that drove a decrease to the FPB.

Market data that underlies current discount rates was updated in 2023 from that utilized in 2022, resulting in decreased discount rates that drove a material increase to the FPB.

In 2022, F&G similarly undertook a review of the significant cash flow assumption and did not make any changes to mortality.

Market data that underlies current discount rates was updated from 2021 and increased significantly year-over-year, resulting in a material decrease to the FPB.

Impacts to expected FPBs due to assumption changes in 2022 can be observed in the FPB roll forward tables at December 31, 2022.

Premium deficiency testing

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Anticipated investment income, based on F&G’s experience, is considered when performing premium deficiency testing for long-duration contracts.

During 2023 and 2022, F&G was not required to establish any additional liabilities as a result of premium deficiency testing.

During 2024, F&G did not pass premium deficiency testing for the traditional life block of business, related to the recoverability of VOBA.

Due to that result, F&G began accruing a liability in the fourth quarter of 2024 that increases the amortization of traditional life VOBA.

The liability balance was immaterial at December 31, 2024.

During 2023, F&G was not required to establish any additional liabilities as a result of premium deficiency testing.

Note K - Accounts Payable and Accrued Liabilities

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Investment purchases payable 100 21

Contingent consideration 74 —

Accrued interest on notes payable 31 23

Interest rate swaps 10 —

Other accrued liabilities 198 185

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$ 2,219 $ 2,011

The following tables roll forward URL for the years ended December 31, 2023 and 2022 (in millions):

Universal Life Total

Balance at January 1, 2023

Capitalization 119 119

Amortization ( 15 ) ( 15 )

Balance at December 31, 2023

Universal Life Total

The following tables roll forward URL for our universal life product for the years ended December 31, 2024 and 2023 (in millions):

Balance at January 1, $ 270 $ 166

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We review cash flow assumptions annually, generally in the third quarter.

In 2023, F&G undertook a review of all significant assumptions, and there were changes to IUL assumptions involving surrender rates and premium persistency.

In 2022, F&G undertook a review of all significant assumptions, and there were no changes with a significant impact.

In 2024, F&G undertook a review of all significant assumptions, resulting in a revision to the IUL assumptions involving premium persistency and mortality improvement.

In 2023, F&G undertook a review of all significant assumptions, resulting in revisions to IUL assumptions involving surrender rates, partial withdrawal rates, mortality improvement, premium persistency, and option budgets.

Note L - Notes Payable

Notes payable consists of the following:

December 31, 2023 December 31, 2022

(In millions)

7.95 % F&G Notes, net of $ 9 of deferred issuance costs at December 31, 2023

7.40 % F&G Notes, net of $ 5 of deferred issuance costs at December 31, 2023

Notes payable consists of the following (dollars in millions):

6.250 % F&G Notes, net of $ 8 and $ 0 of deferred issuance costs at December 31, 2024 and 2023, respectively

6.50 % F&G Notes, net of $ 5 and $ 0 of deferred issuance costs at December 31, 2024 and 2023, respectively

7.95 % F&G Notes, net of $ 9 and $ 9 of deferred issuance costs at December 31, 2024 and 2023, respectively

7.40 % F&G Notes, net of $ 3 and $ 5 of deferred issuance costs at December 31, 2024 and 2023, respectively

5.50 % F&G Notes, net of $ 1 and $ 11 of purchase premium at December 31, 2024 and 2023, respectively

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Total $ 2,171 $ 1,754

7.95 % F&G Notes - On December 6, 2023, F&G issued $ 345 million of its 7.95 % Senior Notes due 2053.

6.250 % F&G Notes - On October 4, 2024, F&G completed its public offering of $ 500 million aggregate principal amount of its 6.250 % Senior Notes due 2034.

The 6.250 % F&G Notes were issued at 99.36 % of face value net of deferred issuance costs of approximately $ 8 million.

The 6.250 % F&G Notes are guaranteed on an unsecured, unsubordinated basis by each of F&G’s subsidiaries that are guarantors of F&G’s obligations under its existing credit agreement.

The 6.250 % F&G Notes mature on October 4, 2034, and become callable on July 4, 2034.

Interest is payable semi-annually at a fixed rate of 6.250 %, and if the 6.250 % F&G Notes are downgraded, the interest rate payable is subject to adjustment from time to time per the terms of the indenture.

A portion of the net proceeds were used to pay off the outstanding balance of $ 365 million on the Company’s revolving credit facility described below.

F&G intends to use the remaining net proceeds of this offering for general corporate purposes, including the support of organic growth opportunities.

6.50 % F&G Senior Notes - On June 4, 2024, F&G completed its public offering of $ 550 million aggregate principal amount of its 6.50 % Senior Notes due 2029.

The 6.50 % F&G Notes were issued at 99.74 % of face value net of deferred issuance costs of approximately $ 6 million.

The 6.50 % F&G Notes are guaranteed on an unsecured, unsubordinated basis by each of F&G’s subsidiaries that are guarantors of F&G’s obligations under its existing credit agreement.

The 6.50 % F&G Notes mature on June 4, 2029, and become callable on May 4, 2029.

Interest is payable semi-annually at a fixed rate of 6.50 %, and, if the 6.50 % F&G Notes are downgraded, the interest rate payable is subject to adjustment from time to time per the terms of the indenture.

F&G used a portion of the net proceeds from the 6.50 % F&G Notes offering to repay an aggregate principal amount of $ 250 million of the 5.50 % F&G Notes described below and intends to use the remaining net proceeds of this offering for general corporate purposes, which may include the repurchase, redemption or repayment at maturity of outstanding indebtedness.

7.95 % F&G Notes - On December 6, 2023, F&G issued $ 345 million of its 7.95 % Senior Notes due 2053 (the

“ 7.95 % F&G Notes”).

The 7.95 % F&G Notes were issued at par, net of deferred issuance costs of approximately $ 9 million.

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Interest is payable quarterly at a fixed rate of 7.95 %, and, if the 7.95 % F&G Notes are downgraded, the interest rate payable is subject to adjustment from time to time per the terms of the indenture.

F&G used a portion of the net proceeds from the offering to repay borrowings under its revolving credit facility as discussed below and for general corporate purposes, including the support of organic growth opportunities.

7.40 % F&G Notes - On January 13, 2023, F&G issued $ 500 million of its 7.40 % F&G Notes due 2028.

7.40 % F&G Notes - On January 13, 2023, F&G issued $ 500 million of its 7.40 % F&G Notes due 2028 (the “ 7.40 % F&G Notes”).

The 7.40 % F&G Notes were issued at par, net of deferred issuance costs of approximately $ 6 million.

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Interest is payable semi-annually at a fixed rate of 7.40 %, and if, the 7.40 % F&G Notes are downgraded, the interest rate payable is subject to adjustment from time to time per the terms of the indenture.

F&G used the net proceeds from the offering for general corporate purposes, including to support the growth of assets under management and for F&G's future liquidity requirements.

5.50 % F&G Notes - On April 20, 2018, Fidelity & Guaranty Life Holdings, Inc.

(“FGLH”), our indirect wholly

owned subsidiary, completed a debt offering of $ 550 million aggregate principal amount of 5.50 % senior notes due May 1, 2025 at 99.5 % of face value for proceeds of $ 547 million.

5.50 % F&G Notes - On April 20, 2018, FGLH, our indirect wholly owned subsidiary, completed a debt offering of $ 550 million aggregate principal amount of 5.50 % senior notes due May 1, 2025 at 99.5 % of face value for proceeds of $ 547 million.

As a result of the FNF acquisition, a premium of $ 39 million was established for these notes and is being amortized over the remaining life of the debt through 2025.

In conjunction with the acquisition, FNF became a guarantor of FGLH’s obligations under the 5.50 % F&G Notes and agreed to fully and unconditionally guarantee the 5.50 % F&G Notes, on a joint and several basis.

Revolving Credit Facility - On November 22, 2022, we entered into a Credit agreement (the “Credit Agreement”) with certain lenders (the “Lenders”) and Bank of America, N.A.

A portion of the net proceeds of the 6.50 % F&G Notes were used for a $ 250 million cash tender offer of the 5.50 % F&G Notes in June 2024.

Refer to Note A - Business and Summary of Significant Accounting Policies for a discussion of the redemption of the 5.50 % F&G Notes on February 1, 2025.

Revolving Credit Facility - On November 22, 2022, we entered into a Credit Agreement with certain lenders (the “Lenders”) and Bank of America, N.A.

as administrative agent, swing line lender and an issuing bank, pursuant to which the Lenders have made available an unsecured revolving credit facility in an aggregate principal amount of $ 550 million to be used for working capital and general corporate purposes.

On February 21, 2023, we entered into an amendment with the Lenders to increase the available aggregate principal amount of the Credit Agreement by $ 115 million to $ 665 million.

The Credit Agreement matures the earlier to occur of November 22, 2025 or 91 days prior to May 1, 2025, the stated maturity date of the 5.50 % F&G Notes, unless the principal amount of the 5.50 % F&G Notes is 150 million or less at such time, the 5.50 % F&G Notes have been redeemed or defeased in full, and any refinancing indebtedness incurred in connection therewith matures at least 91 days after the date that is 3 years from the Effective Date or certain other conditions are met.

As the revolving loans under the Credit Agreement mature in less than one year, the amounts outstanding under the Credit Agreement are considered short-term.

On February 16, 2024, we entered into an amendment with the Lenders to increase the available aggregate principal amount of the Credit Agreement by $ 85 million to $ 750 million, and the maturity date of the Credit Agreement was extended from November 22, 2025 to November 22, 2027.

Pricing and advance rates remain unchanged.

Financial covenants also remained essentially the same.

Revolving loans under the Credit Agreement generally bear interest at a variable rate based on either (i) the base rate (which is the highest of (a) one-half of one percent in excess of the federal funds rate, (b) the Administrative Agent’s “prime rate,” or (c) the sum of one percent plus Term The Secured Overnight Financing Rate (“SOFR”) plus a margin of between 30.0 and 80.0 basis points depending on the non-credit-enhanced, senior unsecured long-term debt ratings of F&G or (ii) Term SOFR plus a margin of between 130.0 and 180.0 basis points depending on the non-credit-enhanced, senior unsecured long-term debt ratings of F&G.

In addition, we pay a facility fee of between 20.0 and 45.0 basis points on the entire facility, also depending on the non-credit-enhanced, senior unsecured long-term debt ratings, which is payable quarterly in arrears.

The average variable interest rate on the revolver was 7.11 % and 6.07 % for the years ended December 31, 2023 and December 31, 2022, respectively.

As of December 31, 2023, and 2022, $ 365 million and $ 550 million, respectively, of gross principal balance, was outstanding on the revolving credit facility.

Net partial revolver paydowns of $ 185 million were made during the year ended December 31, 2023.

As of December 31, 2023, we had $ 300 million of remaining borrowing availability.

Refer to Note A - Business and Summary of Significant Accounting Policies, Recent Developments for a discussion of a revolver amendment and extension completed on February 16, 2024.

FNF Credit Facility - On December 29, 2020, we entered into a revolving note agreement with FNF for up to $ 200 million capacity (the "FNF Credit Facility") to be used for working capital and other general corporate purposes.

The average variable interest rate on the revolving credit facility for the period the debt was outstanding in 2024 was 7.06 % compared to 7.11 % for the year ended December 31, 2023.

F&G used a portion of the net proceeds from the 6.250 % F&G Notes offering to pay off the revolving credit facility in October 2024.

As of December 31, 2024, no balance was outstanding on the revolving credit facility, and we had $ 750 million of remaining borrowing availability.

No amounts were outstanding under this revolving note agreement as of December 31, 2024 or December 31, 2023.

Covenants - The Credit Agreement and the indentures governing the 7.95 % F&G Notes, the 7.40 % F&G Notes and the 5.50 % F&G Notes impose certain operating and financial restrictions, including financial covenants, on F&G.

As of December 31, 2023, we were in compliance with all covenants.

The FNF Credit Facility matures on October 29, 2025 or when the Revolving Credit Facility described above is terminated, whichever occurs first.

Refer to Note A - Business and Summary of Significant Accounting Policies for a discussion related to the public offering of its $ 375 million aggregate principal amount of the 7.300 % F&G Junior Subordinated Notes completed on January 13, 2025.

Covenants - The Credit Agreement imposes and the indentures governing the 6.250 % F&G Notes, 6.50 % F&G Senior Notes , 7.95 % F&G Notes, the 7.40 % F&G Notes and the 5.50 % F&G Notes impose certain operating and financial restrictions on F&G.

The Credit Agreement imposes certain financial covenants on F&G, and as of December 31, 2024, we were in compliance with all covenants.

Interest Expense - Amortization of deferred issuance costs and purchase premiums are recognized as a component of interest expense.

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7.95 % F&G Notes

7.40 % F&G Notes

5.50 % F&G Notes

Revolving Credit Facility 23 37 1

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2024 2023 2022

Cash paid for:

Cash paid (refunded) for:

Interest paid $ 127 $ 84 $ 34

Income taxes (refunded) paid 4 ( 72 ) 44

Income taxes paid (refunded) 8 4 ( 72 )

Deferred sales inducements 319 168 87

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Change in purchases of investments available for sale payable in period 84 20 ( 10 )

Refer to Note P -Acquisitions for information on the acquisitions of Roar and PALH including the assets acquired and liabilities and non-controlling interest assumed as of the respective acquisition dates.

Note N - Commitments and Contingencies

Contingent Consideration

Under the terms of the purchase agreement for Roar, we have agreed to make cash payments of up to approximately $ 90 million over a three-year period upon the achievement by Roar of certain EBITDA milestones.

The contingent consideration is recorded at fair value in Accounts payable and accrued liabilities on the Consolidated Balance Sheets.

Refer to Note P - Acquisitions for more information on the Roar acquisition and refer to Note B - Fair Value of Financial Instruments for more information regarding the fair value of the contingent consideration.

Legal and Regulatory Contingencies

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Our accrual for legal and regulatory matters was insignificant as of December 31, 2024 and 2023.

We do not consider (i) the amounts we have currently recorded for all legal proceedings in which it has been determined that a loss is both probable and reasonably estimable and (ii) reasonably possible losses for all pending legal proceedings to be material to our

financial statements either individually or in the aggregate.

Actual losses may materially differ from the amounts recorded and the ultimate outcome of our pending legal proceedings is generally not yet determinable.

While some of these matters could be material to our operating results or cash flows for any particular period if an unfavorable outcome results, at present we do not believe that the ultimate resolution of currently pending legal proceedings, either individually or in the aggregate, will have a material adverse effect on our financial condition.

In August 2020, a lawsuit styled, In the Matter of FGL Holdings , was filed in the Grand Court of the Cayman Islands related to FNF's acquisition of F&G where dissenting shareholders, Kingfishers LP, Kingstown 1740 Fund LP, Kingstown Partners II LP, Kingstown Partners Master Ltd., and Ktown LP, asserted statutory appraisal rights relative to their ownership of 12,000,000 shares of F&G stock.

They sought a judicial determination of the fair value of their shares of F&G stock as of the date of valuation under the law of the Cayman Islands, together with interest and legal costs.

On October 5, 2022, the Grand Court of the Cayman Islands decided in favor of F&G.

The dissenting shareholders failed to appeal the fair value order, and its appeal period expired on October 19, 2022.

On April 19, 2023, the Grand Court of the Cayman Islands determined that the dissenting shareholders should pay F&G's Cayman Islands legal expenses and discovery costs relating to the lawsuit, by way of interim payment of $ 4 million with the balance to be determined after assessment.

We are attempting to collect reimbursement of our expenses in this lawsuit.

F&G is a defendant in two putative class action lawsuits related to the alleged compromise of certain of F&G’s customers’ personal information resulting from an alleged vulnerability in the MOVEit file transfer software.

Fidelity & Guaranty Life Insurance Company (“FGL Insurance”) is a defendant in a lawsuit filed in U.S.

District Court for the Southern District of Texas styled, Insurance Distribution Consulting, LLC v.

Fidelity & Guaranty Life Insurance Company, Case No.

3:23-cv-00126.

Plaintiff, which provides consulting services to independent marketing organizations (“IMO”), alleges FGL Insurance failed to pay commissions owed to Plaintiff and diverted commissions from one of Plaintiff’s IMO customers, Syncis, to another IMO, Freedom Equity Group, LLC (“Freedom Equity”).

Further, Plaintiff alleges after FGL Insurance purportedly purchased a partial ownership interest in Syncis and Freedom Equity, Plaintiff offered to sell its interests in its contracts with Syncis but FGL Insurance declined, leading Plaintiff to allege a statutory violation of 42 U.S.C.

§1981 for discrimination where Plaintiff’s sole member is a racial minority.

Plaintiff claims its damages for breach of contract from FGL Insurance’s purported failure to pay commissions are more than $ 162 million and its damages from FGL Insurance’s declining to purchase Plaintiff’s interest in its contracts with Syncis are over $ 11 million.

FGL Insurance denies the allegations and denies any contract or agreement existed with Plaintiff to pay commissions.

Dispositive motions are due April 21, 2025, and the case is expected to be set for trial in the summer of 2025.

FGL Insurance will vigorously contest the Plaintiff’s claims in the action.

As this case continues to evolve, it is not possible to reasonably estimate the probability that Plaintiff will ultimately prevail on its claims or that FGL Insurance will be held liable for the dispute.

At this time, FGL Insurance does not believe the lawsuit will have a material impact on its business, operations, or financial results.

On May 28, 2024, a stockholder derivative lawsuit styled, Roofers Local 149 Pension Fund v.

Fidelity National Financial Inc., William P.

Foley, F&G Annuities & Life Inc., C.A.

2024-0562-LWW, was filed in the Chancery Court of the State of Delaware against defendants FNF, in its capacity as F&G’s controlling stockholder, and William P.

Foley, Executive Chairman of F&G and Chairman of FNF, alleging breach of fiduciary duty related to F&G’s January 11, 2024 sale of $ 250 million of 6.875 % Series A Mandatory Convertible Preferred Stock to FNF.

Plaintiff alleges that, based upon the unfair process and unfair price, the preferred stock investment was advantageous to FNF and unfair to F&G.

Plaintiff seeks to recover damages on behalf of F&G for the alleged unfair preferred stock investment and the adoption of certain corporate governance measures.

On July 24, 2024, F&G filed its answer to plaintiff’s complaint, and the remaining defendants filed their motion to dismiss.

On September 23, 2024, plaintiff voluntarily dismissed its action against William P.

Foley, leaving FNF’s motion to dismiss pending with briefing completed on October 24, 2024.

On February 4, 2025, FNF argued the motion to dismiss before the court.

The defendants will vigorously contest the plaintiff’s claims in the action.

F&G is a defendant in two putative class action lawsuits that allege some customers’ personally identifiable information was disclosed due to a vulnerability in the MOVEit file transfer software.

F&G’s vendor, Pension Benefit Information, LLC (“PBI”), used the MOVEit software in the course of providing audit and address research services to F&G and many other corporate customers.

4:23-cv-00326 (“Miller”), was filed against F&G in the Southern District of Iowa on August 31, 2023.

Miller alleges that he is a F&G customer whose information was impacted in the MOVEit incident and brings common law tort and implied contract claims.

F&G has yet to be served in Miller.

Miller alleges that he is a F&G customer whose personally identifiable information was disclosed in the MOVEit incident and brings common law tort and implied contract claims.

Plaintiff seeks injunctive relief and damages.

Progress Software Corp.

Progress Software Corp., No.

1:23-cv-12067 (“Cooper”), was filed against F&G and five other defendants in the District of Massachusetts on September 7, 2023.

F&G was served on September 15, 2023.

Cooper also alleges that he is an F&G customer and brings similar common law tort claims and alleges claims as a purported third-party beneficiary of an alleged contract.

Cooper also alleges that he is a F&G customer whose personally identifiable information was disclosed and brings similar common law tort claims and alleges claims as a purported third-party beneficiary of an alleged contract.

Plaintiff seeks declaratory and injunctive relief and damages.

At this time, F&G does not believe the incident or resulting lawsuits will have a material impact on its business, operations, or financial results.

Well over 150 similar lawsuits have been filed against other entities impacted by the MOVEit incident including a number of such lawsuits related to PBI’s use of MOVEit.

On October 4, 2023, the U.S.

Judicial Panel on Multidistrict Litigation (JPML) created a multidistrict litigation (“MDL”) pursuant to 28 U.S.C.

Judicial Panel on Multidistrict Litigation created a multidistrict litigation (“MDL”) pursuant to 28 U.S.C.

§ 1407 to handle all litigation brought by individuals whose information was potentially compromised in connection with the alleged MOVEit vulnerability.

The JPML assigned the MDL to Judge Allison Burroughs of the U.S.

District Court for the District of Massachusetts.

Both Miller and Cooper have been transferred to Judge Burroughs in the MDL.

Following creation of the MDL, Judge Burroughs conducted an initial case management conference on November 30, 2023 and appointed lead plaintiffs’ counsel on January 19, 2024.

Judge Burroughs is currently considering the parties’ case management schedule proposals submitted on February 16, 2024.

Judge Burroughs is then likely to issue a Case Management Order with additional processes and a preliminary schedule as a next step in the consolidated litigations.

Both Miller and Cooper have been transferred to the MDL and are proceeding under MDL Case No.

1:23-md-03083-ADB-PGL.

Plaintiffs filed amendments to their complaints, and the Defendants filed their omnibus motion to dismiss for lack of Article III standing on July 23, 2024.

The case is proceeding under a modified bellwether structure to decide critical issues and facilitate reciprocal discovery.

At this time, F&G does not believe the incident will have a material impact on its business, operations, or financial results.

From time to time, we receive inquiries and requests for information from state insurance departments, attorneys general and other regulatory agencies about various matters relating to our business.

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From time to time, we are assessed fines for violations of regulations or other matters or enter into settlements with such authorities, which may require us to pay fines or claims or take other actions.

We do not anticipate such fines and settlements, either individually or in the aggregate, will have a material adverse effect on our financial condition.

We do not anticipate such fines and settlements, either individually or in the aggregate, will have a material adverse effect on our business, operations or financial condition.

We have unfunded commitments as of December 31, 2024 based upon the timing of when investments and agreements are executed or signed compared to when the actual investments and agreements are funded or closed.

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Commercial mortgage loans 116

Residential mortgage loans 35

Other assets 162

Other invested assets 134

Concurrent with the Roar purchase agreement, we executed a separate loan agreement with the sellers of Roar for us to lend up to $ 40 million.

The loan matures on August 5, 2027.

The principal balance outstanding as of December 31, 2024 was $ 11 million and is included in Prepaid expenses and other assets on the Consolidated Balance Sheets.

Changes in fair value are reported within Recognized gains and losses, net in the Consolidated Statements of Operations.

Interest income is recorded in Interest and investment income in the Consolidated Statements of Operations and recognized when earned.

The remainder of the unfunded loan commitment is included in the unfunded commitments table above in the “Other assets” line item.

Refer to Note P - Acquisitions for more information on the Roar acquisition, and refer to Note B - Fair Value of Financial Instruments for information regarding the fair value calculation of this loan receivable.

See Note A - Business and Summary of Significant Accounting Policies , for discussion of funding agreements that have been issued pursuant to the FABN Program as well as to the FHLB that are included in Contractholder funds.

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Note O - Insurance Subsidiary Financial Information and Regulatory Matters

insurance subsidiaries, FGL Insurance, FGL NY Insurance, Raven Re and Corbeau Re file financial statements with state insurance regulatory authorities and, with the exception of Raven Re, with the National Association of Insurance Commissioners (“NAIC”) that are prepared in accordance with Statutory Accounting Principles (“SAP”) prescribed or permitted by such authorities, which may vary materially from GAAP.

insurance subsidiaries, FGL Insurance, FGL NY Insurance, Raven Re and Corbeau Re file financial statements with state insurance regulatory authorities and, except for Raven Re, with the National Association of Insurance Commissioners (“NAIC”) that are prepared in accordance with Statutory Accounting Principles (“SAP”) prescribed or permitted by such authorities, which may vary materially from GAAP.

Prescribed SAP includes the Accounting Practices and Procedures Manual of the NAIC as well as state laws, regulations and administrative rules.

Permitted SAP encompasses all accounting practices not so prescribed.

Permitted SAP encompasses all accounting practices not so prescribed but approved by state regulators.

The principal differences between SAP financial statements and financial statements prepared in accordance with GAAP are that SAP financial statements do not reflect VOBA, DAC, and DSI, some bond portfolios may be carried at amortized cost, assets and liabilities are presented net of reinsurance, contractholder liabilities are generally valued using more conservative assumptions and certain assets are non-admitted.

Accordingly, SAP operating results and SAP capital and surplus may differ substantially from amounts reported in the GAAP basis financial statements for comparable items.

insurance subsidiaries, F&G Life Re Ltd (Bermuda) and F&G Cayman Re Ltd (“F&G Cayman Re”), file financial statements with their respective regulators.

Our principal insurance subsidiaries' statutory (SAP and GAAP) financial statements are based on a December 31 year end.

insurance subsidiaries, F&G Life Re (Bermuda) and F&G Cayman Re (Cayman Islands) file financial statements with their respective regulators.

Our principal insurance subsidiaries' statutory financial statements are based on a December 31 year end.

Statutory net income and statutory capital and surplus of our wholly owned U.S.

8 unchanged sentences

Year ended December 31, 2022

( 243 ) ( 15 ) ( 111 ) —

Statutory Capital and Surplus:

6 unchanged sentences

Regulation - U.S.

FGL Insurance, FGL NY Insurance, Raven Re's and Corbeau Re’s respective statutory capital and surplus satisfy the applicable minimum regulatory requirements.

In order to enhance the regulation of insurers’ solvency, the NAIC adopted a model law to implement RBC requirements for life, health and property and casualty insurance companies.

FGL Insurance, FGL NY Insurance, Raven Re and Corbeau Re’s respective statutory capital and surplus satisfy the applicable minimum regulatory requirements.

To enhance the regulation of insurers’ solvency, the NAIC adopted a model law to implement risk-based capital (“RBC”) requirements for life, health and property and casualty insurance companies.

All states have adopted the NAIC’s model law or a substantially similar law.

1 unchanged sentence

(i) asset risk, (ii) insurance risk, (iii) interest rate risk, and (iv) business risk.

As of the most recent annual statutory financial statements filed with insurance regulators, the RBC ratios for FGL Insurance and FGL NY Insurance each exceeded the minimum RBC requirements.

As of the most recent annual statutory financial statements filed with insurance regulators, the RBC ratios for each of our U.S.

Insurance Companies exceeded the minimum RBC requirements.

The insurance laws of Iowa and New York regulate the amount of dividends that may be paid in any year by FGL Insurance and FGL NY Insurance, respectively.

Pursuant to Iowa insurance law, ordinary dividends are payments, together with all other such payments within the preceding twelve months, that do not exceed the greater of (i) 10% of FGL Insurance’s statutory surplus as regards policyholders as of December 31 of the preceding year;

or (ii) the net gain from operations of FGL Insurance (excluding realized capital gains) for the 12-month period ending December 31 of the preceding year.

Dividends in excess of FGL Insurance’s ordinary dividend capacity are referred to as extraordinary and require prior approval of the Iowa Insurance Commissioner.

FGL Insurance may only pay dividends out of statutory earned surplus.

FGL Insurance did not pay extraordinary dividends to FGAL for the years ended December 31, 2023 and 2022, and paid extraordinary dividends of $ 38 million during the year ended December 31, 2021.

Each year, FGL NY Insurance may pay a certain limited amount of ordinary dividends or other distributions without being required to obtain the prior consent of or the New York State Department of Financial Services (“NYDFS”).

However, to pay any dividends or distributions (including the payment of any dividends or distributions for which prior consent is not required), FGL NY Insurance must provide advance written notice to the NYDFS.

FGL Insurance dividends are paid as declared by its Board of Directors.

Pursuant to Iowa insurance law, any proposed payment of a dividend is classified as an “extraordinary dividend” if it, together with the aggregate fair market value of other dividends or distributions made during the preceding twelve months, exceeds the greater of (i)

10% of capital and surplus as of the preceding December 31 or (ii) net gain from operations before realized capital gains or losses for twelve month period ending December 31 of the preceding year.

No extraordinary dividends may be paid without prior approval of the IID.

In addition, no ordinary dividends may be paid except from the earned profits arising from FGL Insurance’s business, which does not include contributed capital or contributed surplus.

FGL Insurance did not pay dividends to its parent, Fidelity & Guaranty Life Holdings, Inc.

(“FGLH”), for the years ended December 31, 2024, 2023, and 2022.

Pursuant to the limitations described above, it is estimated that FGL Insurance’s maximum ordinary dividend capacity for 2025 is $ 0 .

Each year, FGL NY Insurance may pay a certain limited amount of ordinary dividends or other distributions without being required to obtain the prior consent of the New York State Department of Financial Services (“NYDFS”).

However, to pay any dividends or distributions in a calendar year immediately following a calendar year in which the FGL NY’s net gain from operations, not including realized capital gains, was negative, approval from the NY Superintendent is required.

FGL NY Insurance has historically not paid dividends.

Based on the limitations described above, it’s estimated that the maximum amount of ordinary dividends FGL NY Insurance will be permitted to distribute during 2025 is approximately $ 10 million.

Raven Re and Corbeau Re dividends are paid as declared by their Board of Directors.

Under the laws of the State of Vermont, no captive insurance company may pay a dividend out of, or other distribution with respect to, capital or surplus, without prior approval.

Based on the limitations described above, no dividends may be paid in 2025 by either Raven Re or Corbeau Re without prior regulatory approval.

Prescribed and permitted practices

FGL Insurance - FGL Insurance applies Iowa-prescribed accounting practices prescribed by 191 Iowa Administrative Code 97, “Accounting for Certain Derivative Instruments Used to Hedge the Growth in Interest Credited for Indexed Insurance Products and Accounting for the Indexed Insurance Products Reserve”, for its FIA products, and as of October 1, 2022, IUL products.

Under these alternative accounting practices, the call option derivative instruments that hedge the growth in interest credited on index products are accounted for at amortized cost with the corresponding amortization recorded as a decrease to net investment income and indexed annuity reserves are calculated based on Standard Valuation Law and Actuarial Guideline XXXV assuming the market value of the call options associated with the current index term is zero regardless of the observable market value for such options.

This resulted in a $ 178 million increase and a $ 152 million decrease to statutory capital and surplus at December 31, 2023 and 2022, respectively.

In addition, based on a permitted practice received from the Iowa Insurance Division, FGL Insurance carries one of its limited partnership interests which qualifies for accounting under SSAP No.

FGL Insurance - FGL Insurance applies Iowa-prescribed accounting practices prescribed by Iowa Administrative Code (“ IAC “) Chapter 97, “ Accounting for Certain Derivative Instruments Used to Hedge the Growth in Interest Credited for Indexed Insurance Products and Accounting for the Indexed Insurance Products Reserve, ” for its indexed annuities and IUL products.

Under these alternative accounting practices, the equity option derivative instruments that hedge the growth in interest credited on index products are accounted for at amortized cost with the corresponding amortization recorded as a decrease to net investment income and indexed annuity reserves are calculated based on Standard Valuation Law and Actuarial Guideline XXXV assuming the market value of the equity options associated with the current index term is zero regardless of the observable market value for such options.

In addition, based on a permitted practice received from the IID, FGL Insurance carries one of its limited partnership interests which qualifies for accounting under SSAP No.

48, “Investments in Joint Ventures, Partnerships and Limited Liability Companies,” on a net asset value per share basis.

This is a departure from SSAP No.

48 which requires such investments to be carried based on the investees underlying U.S.

GAAP equity (prior to any impairment considerations).

This resulted in increases to statutory capital and surplus of $ 16 million and $ 13 million at December 31, 2023 and 2022, respectively.

FGL Insurance’s statutory carrying value of Raven Re reflects the effect of permitted practices Raven Re received to treat the available amount of a letter of credit as an admitted asset, which increased Raven Re’s statutory capital and surplus by $ 200 million at December 31, 2023 and 2022.

In addition, FGL Insurance’s statutory carrying value of Corbeau Re reflects the effect of permitted practices Corbeau Re received to treat the excess of loss as an admitted asset, which increased Corbeau Re’s statutory capital and surplus by $ 765 million at December 31, 2023.

48 which requires such investments to be carried based on the investees underlying GAAP equity (prior to any impairment considerations).

This limited partnership investment was redeemed as of December 31, 2024.

In addition, the financial statements of Raven Re and Corbeau Re include certain permitted practices approved by the Vermont Department of Financial Regulations.

Without these permitted practices, the carry value of these two entities would be zero .

The prescribed and permitted practices resulted in increases to statutory capital and surplus of $ 454 million and $ 194 million at December 31, 2024 and 2023, respectively.

million and $ 765 million at December 31, 2024 and 2023, respectively.

Refer to Note E - Reinsurance for a discussion of the XOL and letter of credit.

Raven Re - Raven Re is also permitted to follow Iowa prescribed statutory accounting practice for its reserves on reinsurance assumed from FGL Insurance and also has approval to include as an admitted asset the value of a letter of credit serving as collateral for reinsurance credit taken by FGL Insurance.

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and (iv) annually perform a total company solvency analysis in lieu of cash flow testing and actuarial opinion and memorandum under Section 2010-2 of the Vermont Administrative Code.

Without such permitted statutory accounting practices, the Company’s statutory capital and surplus (deficit) would be $( 594 ) million as of December 31, 2023, and its risk-based capital would fall below the minimum regulatory requirements.

FGL Insurance’s statutory carrying value of Corbeau Re was $ 171 million at December 31, 2023

In addition, Corbeau Re assumes reserves that are equal to the reserves ceded by FGL Insurance which includes application of IAC Insurance 191, Chapter 97, “ Accounting for Certain Derivative Instruments Used to Hedge the Growth in Interest Credited for Indexed Insurance Products and Accounting for the Indexed Insurance Products Reserve .” Without such permitted statutory accounting practices, the Company’s statutory capital and surplus (deficit) would be $( 1,052 ) million and $( 594 ) million as of December 31, 2024 and 2023, respectively, and its risk-based capital would fall below the minimum regulatory requirements.

FGL Insurance’s statutory carrying value of Corbeau Re was $ 178 million and $ 171 million at December 31, 2024 and 2023, respectively.

FGL NY Insurance - As of December 31, 2024 and 2023, FGL NY Insurance did not follow any prescribed or permitted statutory accounting practices that differ from the NAIC's statutory accounting practices.

Net income and capital and surplus of our wholly owned Bermuda and Cayman Islands regulated insurance subsidiaries under U.S.

GAAP were as follows (in millions):

insurance subsidiaries, F&G Cayman Re and F&G Life Re, file financial statements with their respective regulators.

For the annual period ended December 31, 2023, F&G Cayman Re began to file financial statements that are prepared in accordance with SAP prescribed or permitted by such authorities, which may vary materially from GAAP.

Accordingly, SAP operating results and SAP capital and surplus may differ substantially from amounts reported in the GAAP basis financial statements for comparable items.

F&G Cayman Re has two permitted practices which have been approved by the Cayman Islands Monetary Authority (“CIMA”).

F&G Cayman Re has a permitted practice approved by CIMA to include, as an admitted asset, the value of the letters of credit (“LOCs”) acquired to support reinsurance transactions.

Also, F&G Cayman Re has a permitted practice, approved by CIMA, for PRT reinsurance transactions to use U.S.

statutory book value adjusted for best estimate reserve calculations (consistent with GAAP prior to ASU 2018-12, Financial Services-Insurance (Topic 944), Targeted Improvements to the Accounting for Long-Duration Contracts).

These reserve calculations will be subject to annual assumption reviews consistent with other GAAP liability balances.

If F&G Cayman Re had not been permitted to calculate PRT assumed reserves using best estimate reserve calculations or include the value of the LOCs as an admitted asset, statutory surplus would be $( 64 ) million and $ 102 million as of December 31,

2024 and December 31, 2023, respectively.

Without such permitted statutory accounting practices, F&G Cayman Re’s risk-based capital would fall below the minimum regulatory requirements as of December 31, 2024 and December 31, 2023.

F&G Life Re files financial statements based on GAAP.

Net income and capital and surplus of our wholly owned Cayman Islands and Bermuda regulated insurance subsidiaries under SAP and GAAP, respectively, were as follows (in millions):

Subsidiary (country of domicile)

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Year ended December 31, 2024

Year ended December 31, 2022

$ ( 11 ) $ 139

Year ended December 31, 2023

Year ended December 31, 2022

Statutory Capital and Surplus (Deficit):

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December 31, 2023

( 126 ) ( 138 )

Regulation - Bermuda

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F&G Life Re is regulated by the Bermuda Monetary Authority (“BMA”).

Effective January 1, 2015, Bermuda was placed on the NAIC’s List of Qualified Jurisdictions, which makes Bermuda-domiciled reinsurers that meet certain criteria to qualify as a certified reinsurer eligible for reduced reinsurance collateral requirements under the NAIC’s Credit for Reinsurance Model Law and Regulations as adopted by various states.

F&G Life Re has not applied for a determination to be designated as a certified reinsurer in any state.

Bermuda has been awarded full equivalence for commercial insurers under Europe’s Solvency II regime applicable to insurance companies, which regime came into effect on January 1, 2016.

Effective January 1, 2020, Bermuda was granted NAIC Reciprocal Jurisdiction status, which makes Bermuda domiciled reinsurers that satisfy certain conditions eligible to be designated as a reciprocal jurisdiction reinsurer.

Under the NAIC’s Credit for Reinsurance Model Law and Regulations which has been adopted by all states, a ceding insurer may take credit for reinsurance ceded to a reciprocal jurisdiction reinsurer without posting collateral.

F&G Life Re has not applied for a determination to be designated a reciprocal jurisdiction reinsurer in any state.

All insurers are required to implement corporate governance policies and processes as the BMA considers appropriate given the nature, size, complexity and risk profile of the insurer and all insurers, on an annual basis, are required to deliver a declaration to the BMA confirming whether or not they meet the minimum criteria for registration under the Insurance Act.

All insurers are required to comply with the Bermuda Insurance Code of Conduct, which is a codification of best practices for insurers provided by the BMA, and to submit annually to the BMA with its statutory financial return a declaration of compliance confirming it complies with the Bermuda Insurance Code of Conduct.

The BMA utilizes a risk-based approach when it comes to licensing and supervising insurance and reinsurance companies.

As part of the BMA’s risk-based system, an assessment of the inherent risks within each particular class of insurer or reinsurer is used to determine the limitations and specific requirements that may be imposed.

Thereafter the BMA keeps its analysis of relative risk within individual institutions under review on an ongoing basis, including through the scrutiny of audited financial statements, and, as appropriate, meeting with senior management during onsite visits.

The Bermuda Insurance Act imposes on Bermuda insurance companies solvency and liquidity standards, as well as auditing and reporting requirements.

Certain significant aspects of the Bermuda insurance regulatory framework are set forth below.

Minimum Solvency Margin.

The Bermuda Insurance Act provides that the value of the assets of an insurer must exceed the value of its liabilities by an amount greater than its prescribed minimum solvency margin.

The minimum solvency margin that must be maintained by a Class E insurer is the greater of:

(i) $8,000,000;

(ii) 2% of first $500,000,000 of assets plus 1.5% of assets above $500,000,000;

and (iii) 25% of that insurer’s enhanced capital requirement (“ECR”).

An insurer may file an application under the Bermuda Insurance Act to waive the aforementioned requirements.

ECR and Bermuda Solvency Capital Requirements (“BSCR”).

Class E insurers are required to maintain available capital and surplus at a level equal to or in excess of the applicable ECR, which is established by reference to either the applicable BSCR model or an approved internal capital model.

Furthermore, to enable the BMA to better assess the quality of the insurer’s capital resources, a Class E insurer is required to disclose the makeup of its capital in accordance with its 3-tiered capital system.

An insurer may file an application under the Bermuda Insurance Act to have the aforementioned ECR requirements waived.

Restrictions on Dividends and Distributions.

In addition to the requirements under the Bermuda Companies Act (as discussed below), the Bermuda Insurance Act limits the maximum amount of annual dividends and distributions that may be paid or distributed by F&G Life Re without prior regulatory approval.

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In the event a dividend complies with the above, F&G Life Re must ensure the amount of any such dividend does not exceed that excess.

Furthermore, as a Class E insurer, F&G Life Re must not declare or pay a dividend in any financial year which would exceed 25% of its total capital and statutory surplus, as set out in its previous year’s financial statements, unless at least seven days before payment of such dividend F&G Life Re files with the BMA an affidavit signed by at least two directors of F&G Life Re and its principal representative under the Bermuda Insurance Act stating that, in the opinion of those signing, declaration of such dividend has not caused the insurer to fail to meet its relevant margins.

Furthermore, as a Class E insurer, F&G Life Re must not declare or pay a dividend in any financial year which would exceed 25% of its total statutory capital and surplus, as set out in its previous year’s Bermuda statutory financial statements, unless at least seven days before payment of such dividend F&G Life Re files with the BMA an affidavit signed by at least two directors of F&G Life Re and its principal representative under the Bermuda Insurance Act stating that, in the opinion of those signing, declaration of such dividend has not caused the insurer to fail to meet its relevant margins.

The Bermuda Companies Act also limits F&G Life Re’s ability to pay dividends and make distributions to its shareholders.

F&G Life Re is not permitted to declare or pay a dividend, or make a distribution out of its contributed surplus, if it is, or would after the payment be, unable to pay its liabilities as they become due or if the realizable value of its assets would be less than its liabilities.

Reduction of Capital.

F&G Life Re may not reduce its total statutory capital by 15% or more, as set out in its previous year’s financial statements, unless it has received the prior approval of the BMA.

Total statutory capital consists of the insurer’s paid in share capital, its contributed surplus (sometimes called additional paid in capital) and any other fixed capital designated by the BMA as statutory capital.

F&G Life Re’s ability to pay dividends in 2025 is subject to the limitations described above.

Regulation - Cayman Islands

F&G Cayman Re is a Cayman Islands exempted company incorporated under the Companies Act, as amended (2023 Revision) (the “Cayman Islands Companies Act”) and licensed as a Class D insurer in the Cayman Islands under the Insurance Act, 2010 as amended and its related regulation (the “Cayman Islands Insurance Act”).

F&G Cayman Re is regulated by the Cayman Islands Monetary Authority (“CIMA”).

The Cayman Islands Insurance Act provides that no person may carry on an insurance business in or from within the Cayman Islands unless licensed under the Cayman Islands Insurance Act.

CIMA has broad discretion in its consideration of whether to grant a license and must act in the public interest.

CIMA is required by the Cayman Islands Insurance Act to determine whether an applicant is a fit and proper body to be engaged in insurance business.

A licensed insurer must comply with the terms of its license and such other conditions as CIMA may impose at any time.

In addition, the Cayman Islands Insurance Act requires CIMA approval of increases in control or dispositions of control of an insurance company.

All insurers are required to implement corporate governance policies as CIMA considers appropriate given the nature, size, complexity and risk profile of the insurer.

All insurers are also required to comply with the CIMA's Rules and Statements of Guidance as applicable to insurers which is a codification of best practices provided by CIMA, and to submit annually to CIMA audited financial statements and a declaration of compliance confirming it complies with the Cayman Islands Insurance Act.

CIMA utilizes a risk-based approach to licensing and supervising insurers and to determining limitations and/or specific requirements.

CIMA reviews on an ongoing basis, an insurer’s audited financial statements, actuarial valuation report and, as appropriate, meeting with senior management during onsite visits.

The Cayman Islands Insurance Act and regulations promulgated thereunder impose solvency and liquidity standards on Cayman Islands insurance companies, as well as auditing and reporting requirements.

Capital Requirements.

The Cayman Islands Insurance Act provides that an insurer must maintain a minimum capital requirement based on its license class.

For a Class D insurer, the minimum capital requirement is $50,000,000.

In addition, an insurer must maintain a minimum margin of solvency at a level equal to or in excess of the total prescribed capital requirement which is established by reference to either the applicable prescribed capital requirements based on license class or an internal capital model approved by CIMA.

Notwithstanding the minimum capital requirements, CIMA may set an enhanced prescribed capital requirement in respect of any insurer.

CIMA may also, for class B, C and D insurers, exclude from the calculations assets that it deems inappropriate.

As a regulated insurance company, F&G Cayman Re is subject to the supervision of CIMA and CIMA may at any time direct F&G Cayman Re, in relation to a policy, a line of business or the entire business, to cease or refrain from committing an act or pursing a course of conduct and to perform such acts as in the opinion of CIMA are necessary to remedy or ameliorate the situation.

The laws and regulations of the Cayman Islands require that, among other things, F&G Cayman Re maintain minimum levels of statutory capital, surplus and liquidity, meet solvency standards, submit to periodic examinations of its financial condition and restrict payments of dividends and reductions of capital.

Statutes, regulations and policies that F&G Cayman Re is subject to may also restrict the ability of F&G Cayman Re to write insurance and reinsurance policies, make certain investments and distribute funds.

Any failure to meet the applicable requirements or minimum statutory capital requirements could subject it to further examination or corrective action by CIMA, including restrictions on dividend payments, limitations on our writing of additional business or engaging in finance activities, supervision or liquidation.

F&G Cayman Re is a Cayman Islands exempted company incorporated under the Companies Act, as amended (2023 Revision) and licensed as a Class D insurer in the Cayman Islands under the Insurance Act, 2010 as amended and its related regulation (the “Cayman Islands Insurance Act”).

F&G Cayman Re is regulated by CIMA.

F&G Cayman Re dividends are paid as declared by its Board of Directors.

The dividends will be in accordance with CIMA regulatory requirements and contractual obligations and any dividends require approval by CIMA.

F&G Cayman Re can only request approval for dividends if (i) the ending capital, including considerations for future business plans, will maintain a surplus over the CIMA approved and permitted target modified RBC, and (ii) contractual language pursuant to the PRT reinsurance agreement requiring a US RBC above specified target is met.

As of the most recent annual financial statement filed with CIMA, the RBC ratios for F&G Cayman Re exceeded these minimum requirements.

Pursuant to the limitations described above, no dividends may be paid in 2025 by F&G Cayman Re without prior regulatory approval.

The prescribed and permitted statutory accounting practices have no impact on our audited Consolidated Financial Statements, which are prepared in accordance with GAAP.

Note P - ASU 2018-12 Transition

F&G adopted ASU 2018-12 on January 1, 2023 with a transition date of January 1, 2021, which is the earliest period presented in the annual December 31, 2023 Consolidated Financial Statements.

We elected to adopt ASU 2018-12 using the full retrospective transition method and balances for FPB, DAC and balances amortized on a basis consistent with DAC (VOBA, DSI, and URL), and MRBs were adjusted to conform to ASU 2018-12 starting as of the FNF Acquisition Date.

No hindsight was used for the full retrospective adoption of MRBs.

As a result of adoption, the Company recorded a cumulative-effect adjustment, which increased opening 2021 retained earnings by $ 75 million, net of tax.

The following table summarizes the balance of and changes in the FPB on January 1, 2021 due to adoption of ASU 2018-12 (in millions):

Immediate annuities Traditional Life Total (3)

Balance, December 31, 2020 $ 1,861 $ 2,144 $ 4,005

Cumulative effect of retrospective adoption (1) 201 ( 279 ) ( 78 )

Effect of remeasurement of liability at current discount rate (2) 113 88 201

Balance, January 1, 2021 $ 2,175 $ 1,953 $ 4,128

Reinsurance Recoverable 322 793 1,115

Balance, January 1, 2021, net of reinsurance $ 1,853 $ 1,160 $ 3,013

(1) Adjustments for the cumulative effect of adoption of the new measurement guidance under the full retrospective method for contract issue years from the FNF Acquisition Date through December 31, 2020, net of the effects of any change in the DPL.

(2) The remeasurement of the liability at the current discount rate is reflected as an adjustment to opening AOCI upon the adoption of ASU 2018-12.

(3) PRT was not written as of the transition date, January 1, 2021, and as a result is not presented in the transition adjustment roll forward.

The following table summarizes the balance of and changes in VOBA on January 1, 2021 due to adoption of ASU 2018-12 (in millions):

FIA Fixed rate annuities Immediate annuities Universal Life Traditional Life Total

Balance, December 31, 2020 $ 1,208 $ 15 $ 86 $ 139 $ 18 $ 1,466

Adjustment for reversal of AOCI adjustments (1) 208 24 — 29 ( 29 ) 232

Cumulative effect of retrospective adoption (2) ( 14 ) 7 ( 5 ) ( 9 ) ( 1 ) ( 22 )

Transition opening balance adjustment (3) 69 2 145 5 43 264

Balance, January 1, 2021 $ 1,471 $ 48 $ 226 $ 164 $ 31 $ 1,940

(1) Prior period "shadow" adjustments in AOCI have been reversed upon the adoption of ASU 2018-12 from opening AOCI.

(2) Adjustments for the cumulative effect of adoption of the simplified amortization methodology under the full retrospective method from the FNF Acquisition Date through December 31, 2020.

(3) Adjustments for the change in VOBA due to the full retrospective adjustment of carrying amounts of acquired contracts as of the FNF Acquisition Date due to the adoption of ASU 2018-12.

The following table summarizes the balance of and changes in DAC on January 1, 2021 due to adoption of ASU 2018-12 (in millions):

FIA Fixed rate annuities Universal Life Total

Balance, December 31, 2020 $ 167 $ 14 $ 41 $ 222

Adjustment for reversal of AOCI adjustments (1) 15 2 8 25

Cumulative effect of retrospective adoption (2) ( 1 ) — ( 1 ) ( 2 )

Balance, January 1, 2021 $ 181 $ 16 $ 48 $ 245

(1) Prior period "shadow" adjustments in AOCI have been reversed upon the adoption of ASU 2018-12 from opening AOCI.

(2) Adjustments for the cumulative effect of adoption of the simplified amortization methodology under the full retrospective method for contract issue years from the FNF Acquisition Date through December 31, 2020.

The following table summarizes the balance of and changes in DSI on January 1, 2021 due to adoption of ASU 2018-12 (in millions):

Balance, December 31, 2020 $ 36 $ 36

Adjustment for reversal of AOCI adjustments (1) 5 5

Cumulative effect of retrospective adoption (2) 4 4

Balance, January 1, 2021 $ 45 $ 45

(1) Prior period "shadow" adjustments in AOCI have been reversed upon the adoption of ASU 2018-12 from opening AOCI.

The following table summarizes the balance of and changes in URL on January 1, 2021 due to adoption of ASU 2018-12 (in millions):

Universal Life Total

Balance, December 31, 2020 $ 2 $ 2

Adjustment for reversal of AOCI adjustments (1) 25 25

Cumulative effect of retrospective adoption (2) 2 2

Balance, January 1, 2021 $ 29 $ 29

(1) Prior period "shadow" adjustments in AOCI have been reversed upon the adoption of ASU 2018-12 from opening AOCI.

The following table summarizes the balance of and changes in the asset and liability position of MRBs on January 1, 2021 due to adoption of ASU 2018-12 (in millions):

FIA Fixed rate annuities Total

Balance, December 31, 2020 - Carrying amount of MRBs under prior guidance (1) $ 531 $ — $ 531

Adjustment for reversal of AOCI adjustments (2) ( 116 ) — ( 116 )

Cumulative effect of the changes in the instrument-specific credit risk between the original contract issuance date and the transition date (3) 159 — 159

Remaining cumulative difference (exclusive of the instrument specific credit risk change) between December 31, 2020 carrying amount and fair value measurement for the MRBs (4) ( 96 ) 1 ( 95 )

Balance, January 1, 2021 - Market risk benefits at fair value $ 478 $ 1 $ 479

Reinsurance Recoverable — — —

Balance, January 1, 2021, net of reinsurance $ 478 $ 1 $ 479

(1) The pre-adoption balance as of December 31, 2020 balance for MRBs represents the contract features that meet the definition of an MRB under ASU 2018-12 and the related carrying amount of those features prior to the ASU.

Those contract features were previously accounted for at fair value as a derivative or embedded derivative under ASC 815 or as an additional liability for annuitization benefits or death or other insurance benefits under ASC 944.

(2) Prior period "shadow" adjustments in AOCI have been reversed upon the adoption of ASU 2018-12 from opening AOCI.

(3) The cumulative effective of the change in instrument-specific credit risk between the FNF Acquisition Date or, if later, the original contract issuance date and the transition date to ASU 2018-12, which is recorded as an adjustment to opening AOCI.

(4) The cumulative difference (exclusive of instrument-specific credit risk change) between the pre-adoption carrying amount and the fair value measurement for MRBs is recorded as an adjustment to opening retained earnings.

The following table presents the effect of transition adjustments on Equity on January 1, 2021 due to the adoption of ASU 2018-12 (in millions):

Note P — Acquisitions

Owned Distribution - Acquisition of Roar Joint Venture, LLC

On January 2, 2024, F&G acquired a 70 % majority ownership stake in the equity of Roar Joint Venture, LLC (“Roar”).

Roar wholesales life insurance and annuity products to banks and broker-dealers through a network of agents.

Under the terms of the purchase agreement, the Company has agreed to make cash payments of up to approximately $ 90 million over a three-year period upon the achievement of certain EBITDA milestones of Roar.

The initial purchase price is as follows (in millions):

Cash paid for 70 % majority interest of Roar shares

Cash acquired net of non-controlling interests 1

Net cash paid for 70 % majority interest of Roar

Initial fair value of contingent consideration 48

Total initial consideration $ 316

The following table summarizes the fair value amounts recognized for the assets acquired and liabilities assumed as of the acquisition date (in millions):

Fair value as of

January 2, 2024

Retained Earnings AOCI

Contractholder funds $ 101 $ 115

MRB 30 ( 160 )

FPB ( 14 ) ( 159 )

VOBA ( 21 ) 233

Increase to Equity, gross of tax $ 95 $ 34

Tax impact 20 9

Increase to Equity, net of tax $ 75 $ 25

For MRBs, the transition adjustment reflected within the Consolidated Statements of Comprehensive Earnings relates to the cumulative effect of changes in the instrument-specific credit risk between contract issue date and transition date.

The remaining difference between the fair value and carrying amount of the MRBs at transition, excluding the amounts recorded in the Consolidated Statements of Comprehensive Earnings, was recorded as an adjustment to Retained Earnings as of the transition date.

For the FPB, the net transition adjustment is primarily related to the difference in the discount rate used pre-transition and the discount rate at January 1, 2021, partially offset by the removal of provisions for adverse deviation from the cash flow assumptions used in the FPB calculation.

At transition, we did not identify any instances, at the cohort level, where net premiums exceeded gross premiums.

Before the adoption of ASU 2018-12, VOBA was amortized consistent with DAC, which was amortized over the lives of the policies in relation to the expected emergence of estimated gross profits (“EGPs”).

Based on our historical practice of using consistent amortization methods for VOBA and DAC, we elected to change the amortization method for VOBA associated with fixed rate annuities, FIAs, and IUL/Universal Life (“UL”) products to maintain consistency with the amortization method for DAC.

At transition, VOBA associated with these product types is amortized on a constant level basis for the grouped contracts over the expected term of the related contracts to approximate straight-line amortization.

Additionally, at transition, shadow adjustments previously recorded in the Consolidated Statements of Comprehensive Earnings, consistent with the historic amortization of DAC, have been removed.

For DAC, DSI and URL, we removed shadow adjustments previously recorded in the Consolidated Statements of Comprehensive Earnings for the impact of unrealized gains and losses that were included in the pre-transition expected gross profits amortization calculation as of the transition date.

Goodwill $ 268

Prepaid expenses and other assets 3

Other intangible assets 183

Total assets acquired 454

Accounts payable and accrued liabilities 2

Total liabilities assumed 2

Non-controlling interests (fair value determined using income approach) 136

Total liabilities assumed and non-controlling interests 138

Net assets acquired $ 316

The gross carrying value and weighted average estimated useful lives of Other intangible assets acquired in the Roar acquisition consist of the following (dollars in millions):

Gross Carrying Value Estimated Useful Life

Other intangible assets:

Customer relationships $ 179 12

Definite lived trademarks, tradenames, and other 4 10

Total Other intangible assets $ 183

Goodwill consists primarily of intangible assets that do not qualify for separate recognition, such as the assembled workforce and synergies between the entities.

The total amount of goodwill recorded is expected to be deductible for tax purposes.

Roar’s revenues of $ 78 million and net earnings attributable to F&G common shareholders of $ 6 million are included in the Consolidated Statements of Operations for the year ended December 31, 2024.

Unaudited Supplemental Pro-Forma Financial Results

For comparative purposes, selected unaudited pro-forma consolidated results of operations of F&G for the year ended December 31, 2023 are presented below (in millions).

Unaudited pro-forma results presented assume the acquisition of Roar occurred as of January 1, 2023 and are not intended to represent or be indicative of actual or future results of operations.

Pro-forma results for the year ended December 31, 2024 are not included because there is no material variance from actual results due to the timing of the acquisition.

Year ended December 31,

Total revenues $ 4,561

Net earnings (loss) attributable to F&G common shareholders ( 94 )

Amounts reflect certain pro forma adjustments to revenue and net earnings (loss) attributable to F&G common shareholders that were directly attributable to the acquisition, primarily reflecting the elimination of intercompany activity between the entities.

Owned Distribution - Acquisition of PALH, LLC

On July 18, 2024, F&G acquired a 100 % ownership stake in the equity of PALH, LLC (“PALH”).

PALH markets and sells life insurance and annuity products of various insurance carriers to individuals through a network of agents.

Prior to the acquisition date, PALH owned a 70 % ownership stake in an operating company of which F&G owned 30 % equity.

Immediately before the acquisition date, the fair value of F&G’s minority stake in the operating company was approximately $ 92 million, derived from the transaction value.

The transaction value contemplates measures such as EBITDA margin, revenue growth over time periods and growth opportunities.

This remeasurement resulted in a realized gain of $ 2 million recorded in Recognized gains and (losses), net in the Consolidated Statements of Operations during the year ended December 31, 2024 .

The initial purchase price is as follows (in millions):

Cash consideration $ 215

Cash acquired 1

Net cash paid 214

Settlement of prepaid asset 8

Acquisition date fair value of previously held interests 92

Total consideration $ 314

The following table summarizes the fair value amounts recognized for the assets acquired and liabilities assumed as of the acquisition date (in millions):

Fair value as of

July 18, 2024

Goodwill $ 162

Prepaid expenses and other assets 5

Other intangible assets 149

Total assets acquired 316

Accounts payable and accrued liabilities 2

Total liabilities assumed 2

Net assets acquired $ 314

The gross carrying value and weighted average estimated useful lives of Other intangible assets acquired in the PALH acquisition consist of the following (dollars in millions):

Gross Carrying Value Estimated Useful Life

Other intangible assets:

Customer relationships $ 131 20

Definite lived trademarks, tradenames, and other 18 5 to 10

Total Other intangible assets $ 149

Goodwill consists primarily of intangible assets that do not qualify for separate recognition, such as the assembled workforce and synergies between the entities.

A portion of the total amount of goodwill recorded is expected to be deductible for tax purposes.

PALH’s revenues and net loss attributable to F&G common shareholders of $ 3 million and $ 6 million, respectively, are included in the Consolidated Statements of Operations for the year ended December 31, 2024.

Unaudited Supplemental Pro-Forma Financial Results

For comparative purposes, selected unaudited pro-forma consolidated results of operations of F&G for the years ended December 31, 2024 and 2023 are presented below (in millions).

Unaudited pro-forma results presented assume the acquisition of PALH occurred as of January 1, 2023 and are not intended to represent or be indicative of actual or future results of operations.

Year ended December 31,

Total revenues $ 5,746 $ 4,504

Net earnings (loss) attributable to F&G common shareholders 616 ( 69 )

Note Q - Related Party Transactions

The Company has determined that related parties would fall into the following categories;

(i) affiliates of the entity, (ii) entities for which investments in their equity securities would be required to be accounted for by the equity method by the investing entity, (iii) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management, (iv) principal owners (>10% equity stake) of the entity and members of their immediate families, (v) management (including FNF’s Board of Directors, CEO, and other persons responsible for achieving the objectives of the entity and who have the authority to establish policies and make decisions) of the entity and other members of their immediate families, (vi) other parties with which the entity may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests (vii) other parties that can significantly influence management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate business, (viii) attorney in fact of a reciprocal reporting entity or any affiliate of the attorney in fact, and (ix) a U.S.

authority to establish policies and make decisions) of the entity and other members of their immediate families, (vi) other parties with which the entity may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests (vii) other parties that can significantly influence management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate business, (viii) attorney in fact of a reciprocal reporting entity or any affiliate of the attorney in fact, and (ix) a U.S.

manager of a U.S.

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FNF $ 250 million Preferred Stock Investment

On January 12, 2024 we completed a $ 250 million preferred stock investment from FNF.

F&G will use net proceeds from the investment to support the growth of its assets under management.

Under the terms of the agreement, FNF agreed to invest $ 250 million in exchange for 5,000,000 shares of F&G’s 6.875 % Series A Mandatory Convertible Preferred Stock, par value $ .001 per share, liquidation preference of $ 50.00 per share (the “FNF Preferred Stock”).

Unless earlier converted at the option of the holder, each outstanding share of the FNF Preferred Stock will automatically convert into shares of F&G common stock on January 15, 2027.

Refer to Note U - Equity for a discussion of the $ 250 million preferred stock investment from FNF.

Tax Sharing Agreement

Refer to Note H - Income Taxes for a discussion of the tax matters agreement between FNF and the Company.

Stock Split, Increase to Authorized shares and Exchange Agreement with FNF

On June 24, 2022, the following actions previously approved by the F&G board of directors became effective:

(i) a stock split in a ratio of 105,000 for 1.

On June 24, 2022, a stock split in a ratio of 105,000 for 1 previously approved by the F&G board of directors became effective.

FNF, as the sole shareholder, received, in the form of a dividend, 104,999 additional shares of common stock for each share of common stock held.

Earnings per share has been retrospectively adjusted to reflect as if the split occurred as of June 1, 2020 in accordance with GAAP;

(ii) an increase in the number of authorized shares of common stock from one thousand ( 1,000 ) to five hundred million ( 500,000,000 );

(iii) an exchange agreement with FNF pursuant to which F&G transferred shares of its common stock to FNF in exchange for the $ 400 million FNF Promissory Note, after which the note was retired.

There was no gain or loss recorded with respect to the exchange agreement.

For the years ended December 31, 2023 and 2022, interest expense on the FNF Promissory Note was $ 0 and approximately $ 6 million, respectively.

Corporate Services Agreement

FNF has entered into a Corporate Services Agreement with F&G, which we refer to as the Corporate Services Agreement.

Pursuant to such agreement, FNF will provide F&G with certain corporate services, including internal audit services, litigation and dispute management services, compliance services, corporate and transactional support services, SEC & reporting services, insurance and risk management services, human resources support services and real estate services.

The Corporate Services Agreement terminates after the date upon which all corporate services or

transition assistance have been terminated or upon the mutual agreement of the parties.

Pursuant to such agreement, FNF will provide F&G with certain corporate services, including internal

audit services, litigation and dispute management services, compliance services, corporate and transactional support services, SEC & reporting services, insurance and risk management services, human resources support services and real estate services.

The Corporate Services Agreement terminates after the date upon which all corporate services or transition assistance have been terminated or upon the mutual agreement of the parties.

F&G may terminate corporate services by providing 90 days written notice to FNF.

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Owned Distribution Investments

In 2023, we purchased a 30 % minority ownership stake in Quility, a 40 % minority ownership stake in DCMT, and a 49 % minority ownership stake in Syncis.

Refer to FN A - Business and Summary of Significant Accounting Policies - Owned Distribution Investments for more information regarding these investments.

We also have a 30 % minority ownership stake in Freedom Equity Group (“FEG”).

FEG is a Network Marketing Group that focuses on cultural markets including Mexican-American, Hmong, Laotian, Filipino, Burmese, Congolese-American, Samoan, African-American, Thai and Vietnamese.

We have elected the fair value option to account for these investments and have included them in Investments in unconsolidated affiliates on the accompanying Consolidated Balance Sheets.

For the years ended December 31, 2023 and 2022, we expensed approximately $ 154 million and $ 74 million in commissions on sales through our funded owned distribution investments and their affiliates.

Acquisition expenses are deferred and amortized in Depreciation and amortization on the accompanying Consolidated Statements of Operations.

Refer to Note A - Business and Summary of Significant Accounting Policies - Recent Developments , for discussion of a recent investment we made in Roar Joint Venture, LLC.

Specialty Lending Company LLC (“Specialty Lending”)

The Company has a 10 % ownership stake in Specialty Lending with a 50 % voting interest.

On January 2, 2024, F&G acquired a 70 % majority ownership stake in the equity of Roar resulting in the consolidation of Roar in F&G’s financial statements.

Under the terms of the purchase agreement, the Company has agreed to make cash payments of up to approximately $ 90 million over a three year period upon the achievement by Roar of certain EBITDA milestones.

Refer to Note A - Business and Summary of Significant Accounting Policies - Principles of Consolidation and Basis of Presentation for discussions of contingent consideration and non-controlling interests and to Consolidated Statements of Equity for activity with non-controlling interests.

Concurrent with the Roar purchase agreement, we executed a separate loan agreement with the sellers of Roar for us to lend up to $ 40 million.

The principal balance outstanding as of December 31, 2024 was $ 11 million.

Refer to Note B - Fair Value of Financial Instruments for information regarding the fair value calculation of this loan receivable.

Refer to Note N - Commitments and Contingencies for more information regarding this loan commitment.

Refer to Note P - Acquisitions for more information on the Roar acquisition.

On July 18, 2024, F&G acquired a 100 % ownership stake in the equity of PALH.

Prior to the acquisition date, PALH owned a 70 % ownership stake in an operating company of which F&G owned 30 % equity.

In 2023, we purchased a 40 % minority ownership stake in DCMT and a 49 % minority ownership stake in Syncis.

We have elected the fair value option to account for these investments and have included them in Investments in unconsolidated affiliates on the Consolidated Balance Sheets.

For the years ended December 31, 2024, 2023 and 2022, we expensed approximately $ 119 million, $ 154 million, and $ 74 million in commissions on sales through our funded unconsolidated owned distribution investments and their affiliates.

Acquisition expenses are deferred and amortized in Depreciation and amortization on the Consolidated Statements of Operations.

Other Investments

In 2023, we purchased a 30 % minority ownership stake in Quility.

We have elected the fair value option to account for this investment and have included Quility in Investments in unconsolidated affiliates on the

Consolidated Balance Sheets.

Commissions expensed on sales through Quility were insignificant for the years ended December 31, 2024 and 2023.

The Company has a 10 % ownership stake in Specialty Lending Company LLC with a 50 % voting interest.

Specialty Lending is a specialty finance company focused on consumer credit.

Specialty Lending is accounted for using the equity method of accounting and is included in Investments in unconsolidated affiliates on the accompanying Consolidated Balance Sheets.

Specialty Lending is accounted for using the equity method of accounting and is included in Investments in unconsolidated affiliates on the Consolidated Balance Sheets.

Refer to Note A - Business and Summary of Significant Accounting Policies - Investments in Unconsolidated Affiliates for more information regarding the accounting for Investments in unconsolidated affiliates.

Note R - Employee Benefit Plans

FNF Stock Purchase Plan

During the years ended December 31, 2022 and 2021, our eligible employees could voluntarily participate in FNF's employee stock purchase plan (“ESPP”) sponsored by FNF.

Pursuant to the ESPP, employees may contribute an amount between 3 % and 15 % of their base salary and certain commissions.

During the year ended December 31, 2022, our eligible employees could voluntarily participate in FNF's employee stock purchase plan (“ESPP”) sponsored by FNF.

Company matching contributions are funded one year after employee contributions are made pursuant to the ESPP.

We provided FNF an insignificant amount with respect to our matching contributions to the ESPP in the years ended December 31, 2023, 2022 and 2021.

We provided FNF an insignificant amount with respect to our matching contributions to the ESPP in the year ended December 31, 2022.

Effective January 1, 2023, our employees were no longer eligible to participate in the ESPP.

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Based on employee contributions the Company will match either 33.3 % or 50 % one year after initial employee contributions are made pursuant to the F&G ESPP.

Our matching expense related to the F&G ESPP was immaterial for the year ended December 31, 2023.

During the three-year period ended December 31, 2023, we have offered our employees the opportunity to participate in our 401(k) plan (the “401(k) Plan”), a qualified voluntary contributory savings plan that is available to substantially all of our employees.

Our matching expense related to the F&G ESPP was immaterial for the years ended December 31, 2024 and December 31, 2023.

During the three-year period ended December 31, 2024, we offered our employees the opportunity to participate in our 401(k) plan (the “401(k) Plan”), a qualified voluntary contributory savings plan that is available to substantially all of our employees.

Eligible employees may contribute up to 75 % of their pre-tax annual compensation, up to the amount allowed pursuant to the Internal Revenue Code.

We make an employer match on the 401(k) Plan of $ 1.00 on each $1.00 contributed up to the first 5 % of eligible earnings contributed to the 401(k) Plan by employees.

The employer match recorded in personnel costs in the Consolidated Statement of Operations was $ 7 million, $ 5 million, $ 3 million in for the years ended December 31, 2023, 2022 and 2021, respectively, and was credited based on the participant's individual investment elections in the 401(k) Plan.

We may also make discretionary non-elective contributions to the 401(k) Plan for eligible employees, and any such contributions are subject to approval by the Board of Directors for each plan year.

The employer match and discretionary non-elective contributions are credited based on the participant's individual investment elections in the 401(k) Plan and recorded in personnel costs in the Consolidated Statements of Operations.

The employer match was $ 8 million, $ 7 million, and $ 5 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Discretionary non-elective contributions were immaterial for the years ended December 31, 2024, 2023, and 2022, respectively.

Stock-Based Compensation

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Using the fair value method of accounting, compensation cost is measured based on the fair value of the award at the grant date and recognized over the service period.

Total compensation costs recorded in personnel costs in the Consolidated Statement of Operations for the years ended December 31, 2023, 2022 , and 2021 wer e $ 23 million, $ 12 million and $ 9 million, respectively.

A forfeiture rate, derived from historical experience, is used in the calculation of total stock-based compensation expense.

stock-based compensation costs recorded in personnel costs in the Consolidated Statements of Operations for the years ended December 31, 2024, 2023 , and 2022 wer e $ 29 million, $ 23 million and $ 12 million, respectively.

F&G’s income tax expense for the years ended December 31, 2024, 2023 and 2022 included an immaterial amount of tax benefit related to the vesting and forfeiture of share-based payments.

2022 F&G Omnibus Incentive Plan

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F&G restricted stock transactions under the 2022 F&G Omnibus Plan during the years ended December 31, 2024, 2023, and 2022 are as follows:

Shares Weighted Average

Balance, January 1, 2023

2024 2023 2022

Granted 876,736 40.28

Canceled ( 48,900 ) 21.80

Vested ( 453,598 ) 21.80

Balance, December 31, 2023

1,784,142 $ 30.88

Shares Weighted Average

Balance, January 1, 2022

Fair Value Shares Weighted Average

Outstanding January 1, 1,784,142 $ 30.88 1,409,904 $ 21.80 — $ —

Granted 829,899 46.05 876,736 40.28 1,411,369 21.80

Canceled ( 118,063 ) 29.04 ( 48,900 ) 21.80 ( 1,465 ) 21.80

Balance, December 31, 2022

1,409,904 $ 21.80

Vested ( 694,360 ) 29.17 ( 453,598 ) 21.80 — —

Balance at December 31, 1,801,618 $ 38.65 1,784,142 $ 30.88 1,409,904 $ 21.80

Fair value of restricted stock awards and units is based on the grant date value of the underlying stock derived from quoted market prices.

The total fair value of restricted stock awards granted in the years ended December 31, 2023 and December 31, 2022 was $ 35 million and $ 31 million, respectively.

There were 453,598 and 0 restricted stock awards which vested in the years ended December 31, 2023 and 2022.

Net earnings (loss) reflects stock-based compensation expense amounts of $ 19 million and $ 1 million for the years ended December 31, 2023 and 2022, respectively, which are recorded in personnel costs i n the Consolidated Statement of Operations.

The total fair value of restricted stock awards granted in the years ended December 31, 2024, 2023, and 2022 was $ 38 million, $ 35 million, and $ 31 million, respectively.

There were 694,360 , 453,598 , and 0 restricted stock awards which vested in the years ended December 31, 2024, 2023, and 2022, respectively.

Net earnings (loss) reflects stock-based compensation expense amounts of $ 28 million, $ 19 million, and $ 1 million for the years ended December 31, 2024, 2023, and 2022, respectively, which are recorded in personnel costs i n the Consolidated Statements of Operations.

For the period ended December 31, 2024, the total unrecognized compensation costs related to non-vested restricted stock grants pursuant to the 2022 F&G Omnibus Plan are $ 51 million, which is expected to be recognized in pre-tax income over a weighted average period of 2.54 years.

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All of the outstanding options are vested and expire at various dates through August 2026.

As of December 31, 2023, there were 181,479 shares of restricted stock and 643,623 stock options outstanding under the 2020 F&G Omnibus Plan.

Stock option transactions under the 2020 F&G Omnibus Plan for the three-year period ended December 31, 2023 , are as follows:

As of December 31, 2024, there were no shares of restricted stock and 100,000 stock options outstanding under the 2020 F&G Omnibus Plan.

Stock option transactions under the 2020 F&G Omnibus Plan during the years ended December 31, 2024 , 2023, 2022 are as follows:

2024 2023 2022

Options Weighted Average

Exercise Price Exercisable

Balance, December 31, 2020 2,002,690 $ 36.14 1,021,671

Exercised ( 474,754 ) 36.68

Balance, December 31, 2021 1,527,936 35.97 1,072,584

Exercised ( 352,614 ) 38.79

Canceled ( 2,715 ) 28.00

Balance, December 31, 2022 1,172,607 35.15 1,172,607

Exercise Price Options Weighted Average

Exercise Price

Balance at January 1, 643,623 $ 38.80 1,172,607 $ 35.15 1,527,936 $ 35.97

Granted — — — — — —

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Canceled — — ( 26,570 ) 38.07 ( 2,715 ) 28.00

Balance, December 31, 2023

643,623 $ 38.80 643,623

Balance at December 31, 100,000 $ 39.10 643,623 $ 38.80 1,172,607 $ 35.15

There were 100,000 , 643,623 , and 1,172,607 exercisable stock options under the 2020 F&G Omnibus Plan at the year ended December 31, 2024, 2023, and 2022, respectively.

The following table summarizes information related to stock options outstanding and exercisable as of December 31, 2024:

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100,000 $ 2 100,000 $ 2

626,214 1.76 39.10 7 626,214 1.76 39.10 7

643,623 $ 8 643,623 $ 8

Option awards are measured at fair value on the grant date using the Black Scholes Option Pricing Model.

The intrinsic value of options exercised in the year ended December 31, 2023 was $ 8 million and was insignificant for the years ended December 31, 2022 and December 31, 2021.

Restricted stock transactions under the 2020 F&G Omnibus Plan for the three-year period ended December 31, 2023 , are as follows:

The intrinsic value of options exercised was $ 9 million and $ 8 million for the years ended December 31, 2024 and December 31, 2023, respectively, and insignificant for the year ended December 31, 2022.

Restricted stock transactions under the 2020 F&G Omnibus Plan during the years ended December 31, 2024 , 2023, and 2022 are as follows:

2024 2023 2022

Shares Weighted Average

Balance, December 31, 2020 449,870 $ 34.11

Grant Date Fair Value Shares Weighted Average

Grant Date Fair Value

Balance at January 1, 181,479 $ 41.08 501,548 $ 42.31 718.641 $ 40.24

Granted — — — — — —

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Vested ( 168,397 ) 40.53 ( 304,104 ) 42.87 ( 138,542 ) 34.11

Balance, December 31, 2021 718,641 40.24

Canceled ( 78,551 ) 37.79

Vested ( 138,542 ) 34.11

Balance, December 31, 2022 501,548 42.31

Canceled ( 15,965 ) 45.63

Vested ( 304,104 ) 42.87

Balance, December 31, 2023

181,479 $ 41.08

The total fair value of restricted stock awards granted in the years ended December 31, 2023, 2022 and 2021 was $ 0 , $ 0 and $ 15 million, respectively.

The total fair value of restricted stock awards, which vested in the years ended December 31, 2023, 2022, and 2021 was $ 13 million, $ 5 million and $ 1 million, respectively.

Net earnings (loss) reflects stock-based compensation expense amounts of $ 3 million, $ 12 million and $ 9 million for the years ended December 31, 2023, 2022 and 2021, respectively, which are included in p ersonnel costs in the Consolidated Statement of Operations.

At December 31, 2023, the total unrecognized compensation cost related to restricted stock grants pursuant to the FGL Incentive Plan and the 2020 F&G Omnibus Plan is $ 1 million, all of which is expected to be recognized in pre-tax income in 2024.

Balance at December 31, — $ — 181,479 $ 41.08 501,548 $ 42.31

There were no restricted stock awards granted under the 2020 F&G Omnibus Plan in the years ended December 31, 2024, 2023 and 2022.

The total fair value of restricted stock awards that vested in the years ended December 31, 2024, 2023, and 2022 was $ 7 million, $ 13 million and $ 5 million, respectively.

Net earnings (loss) reflects stock-based compensation expense amounts of $ 1 million, $ 3 million and $ 12 million for the years ended December 31, 2024, 2023 and 2022, respectively, which are included in p ersonnel costs in the Consolidated Statements of Operations.

At December 31, 2024, there were no unrecognized compensation cost related to restricted stock grants pursuant to the FGL Incentive Plan and the 2020 F&G Omnibus Plan.

Non-Qualified Deferred Compensation Plan

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Employer contributions to the Deferred Compensation Plan are discretionary.

For the year ended December 31, 2023, we did not make any discretionary contributions.

For the years ended December 31, 2024, 2023 and 2022, we did not make any discretionary contributions.

At December 31, 2024 and 2023, the total liability for the Deferred Compensation Plan was $ 13 million and $ 11 million, respectively.

Note S - Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share (share amounts in thousands):

The following table sets forth the computation of basic and diluted earnings per share (dollars and shares in millions except per share data):

Year Ended December 31,

2024 2023 2022

Net earnings (loss) from continuing operations $ ( 58 ) $ 635 $ 1,232

Net earnings (loss) from discontinued operations — — 8

Net earnings (loss) $ 642 $ ( 58 ) $ 635

Non-controlling interests 3 — —

Net earnings (loss) attributable to F&G 639 ( 58 ) 635

Preferred stock dividend 17 — —

Net earnings (loss) attributable to F&G common shareholders $ 622 $ ( 58 ) $ 635

Weighted-average common shares outstanding - basic 125 124 115

Dilutive effect of unvested restricted stock 1 — —

Dilutive effect of stock options — — —

Dilutive effect of mandatory convertible preferred stock 5 — —

Weighted-average shares outstanding - diluted 131 124 115

Net earnings (loss) per common share:

Basic - continuing $ ( 0.47 ) $ 5.52 $ 11.73

Basic - discontinued operations — — 0.08

Net earnings (loss) per share attributable to F&G common shareholders

Basic - net $ 4.98 $ ( 0.47 ) $ 5.52

Diluted - continuing ( 0.47 ) $ 5.52 $ 11.73

Diluted - discontinued operations — — 0.08

Diluted - net $ 4.88 $ ( 0.47 ) $ 5.52

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Restricted stock, options or other instruments, which provide the ability to acquire shares of our common stock that are antidilutive are excluded from the computation of diluted earnings per share.

For the years ended December 31, 2023 and 2022, the diluted earnings per share calculation excluded the weighted average effect of 111 thousand and 120 thousand restricted stock units, respectively, issued under the 2022 F&G Omnibus Plan due to their antidilutive effect.

For the year ended December 31, 2021, the Company did not have any share-based plans involving the issuance of the Company's equity and, therefore, no impact to the diluted earnings per share calculation.

On June 24, 2022, the following actions previously approved by the F&G board of directors became effective:

(i) a stock split in a ratio of 105,000 for 1.

For the years ended December 31, 2024, 2023, and 2022 the diluted earnings per share calculation excluded the weighted average effect of 122 thousand, 111 thousand and 120 thousand restricted stock units, respectively, issued under the 2022 F&G Omnibus Plan due to their antidilutive effect.

On June 24, 2022, a stock split in a ratio of 105,000 for 1 previously approved by the F&G board of directors became effective.

Earnings per share has been retrospectively adjusted to reflect as if the split occurred as of June 1, 2020, in accordance with GAAP.

(ii) a resolution to enter an exchange agreement with FNF pursuant to which F&G transferred shares of its common stock to FNF in exchange for the $ 400 million FNF Promissory Note, after which the note was retired.

Note T - Recent Accounting Pronouncements

Adopted Pronouncements

In August 2018, the FASB issued ASU 2018-12, as clarified and amended by ASU 2019-09, Financial Services-Insurance:

Effective Date and ASU 2020-11, Financial Services-Insurance:

Effective Date and Early Application, effective for fiscal years beginning after December 15, 2022 including interim periods within those fiscal years.

This update introduced the following requirements:

assumptions used to measure cash flows for traditional and limited-payment contracts must be reviewed at least annually with the effect of changes in those assumptions being

recognized in the statement of operations;

the discount rate applied to measure the liability for future policy benefits and limited-payment contracts must be updated at each reporting date with the effect of changes in the rate being recognized in AOCI;

MRBs associated with deposit contracts must be measured at fair value, with the effect of the change in the fair value recognized in earnings, except for the change attributable to instrument-specific credit risk which is recognized in AOCI;

deferred acquisition costs are no longer required to be amortized in proportion to premiums, gross profits, or gross margins;

instead, those balances must be amortized on a constant level basis over the expected term of the related contracts;

deferred acquisition costs must be written off for unexpected contract terminations;

and disaggregated roll forwards of beginning to ending balances of the liability for future policy benefits, policyholder account balances, MRBs, separate account liabilities and deferred acquisition costs, as well as information about significant inputs, judgments, assumptions, and methods used in measurement are required to be disclosed.

We adopted this standard, which required the new guidance be applied as of the beginning of the earliest period that will be presented in our annual December 31, 2023 Consolidated Financial Statements or January 1, 2021, referred to as the transition date, and elected the full retrospective transition method.

As a result of adoption, the Company recorded a cumulative-effect adjustment, which increased opening 2021 retained earnings by $ 75 million, net of tax.

Refer to Note P - Transition for more information.

In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848.

The amendments in this update defer the sunset provision within Topic 848 that provides a temporary, optional expedient and exception for contracts affected by reference rate reform by not applying certain modification accounting requirements and instead accounting for the modified contract as a continuation of the existing contract.

This guidance eases the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting through December 31, 2024.

We adopted this standard upon issuance and this standard had no impact on our Consolidated Financial Statements and related disclosures to date.

Pronouncements Not Yet Adopted

In March 2023, the FASB issued ASU 2023-02, Accounting for Investments in Tax Credit Structure Using the Proportional Amortization Method (a consensus of the Emerging Issues Task Force).

The amendments in this update permit reporting entities to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met.

We adopted this standard on January 1, 2024, as required, and there was no material impact to our Consolidated Financial Statements.

Refer to Note H - Income Taxes for further information.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments in this update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker (“CODM”) and included in each reported measure of a segment’s profit or loss.

The amendments in this update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the CODM and included in each reported measure of a segment’s profit or loss.

In addition, the amendments enhance interim disclosure requirements that are currently required annually, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, and contain other disclosure requirements.

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The amendments in this update are incremental to the current requirements of Topic 280 and do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments.

The enhanced segment disclosure requirements apply retrospectively to all prior periods presented in the financial statements.

The significant segment expense and other segment item amounts disclosed in prior periods shall be based on the significant segment expense categories identified and disclosed in the period of adoption.

The amendments in this update are effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024.

Early adoption is permitted, and the updates must be applied retrospectively to all periods presented in the financial statements.

We do not currently expect to early adopt this standard and are in the process of assessing its impact on our disclosures upon adoption.

We adopted this standard using the retrospective approach for all periods presented as required.

Refer to Note V - Segment Information for additional information.

Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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We do not currently expect to early adopt this standard and are in the process of assessing its impact on our disclosures upon adoption.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

The amendments in this update enhance transparency of certain expense captions by disclosing more granular information of specific expenses within those captions such as personnel costs, depreciation, and amortization.

The amendments also require disclosure of qualitative description of amounts remaining in relevant expense captions that are not separately disaggregated.

The amendments in this update are effective for all public companies for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted, and the amendments should be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to all prior periods presented in the financial statements.

We do not expect to early adopt this standard and are in the process of assessing its impact on our disclosures upon adoption.

Note U - Equity

The total number of common stock shares we are authorized to issue is 500,000,000 , par value $ 0.001 per share.

We intend to announce the record date and payment date for each common stock dividend, subject to quarterly review and approval by our Board of Directors and any required regulatory approvals, following completion of the relevant fiscal quarter and with payment in the third month of each subsequent quarter, based on our view of the prevailing and prospective macroeconomic conditions, regulatory landscape and business performance.

Changes in common shares outstanding during the years ended December 31, 2024, 2023 , and 2022 were as follows:

For the Year Ended December 31,

2024 2023 2022

Shares outstanding at January 1, 126,332,142 126,409,904 105,000,000

Shares issued (a) 717,241 824,998 21,409,904

Shares repurchased (b) ( 256,539 ) ( 902,760 ) —

Shares outstanding at December 31, 126,792,844 126,332,142 126,409,904

(a) 2022 includes 20,000,000 shares in an exchange agreement with FNF pursuant to which F&G transferred shares of its common stock to FNF in exchange for the $ 400 million FNF Promissory Note, after which the note was retired.

(b) Includes shares of common stock withheld with respect to tax withholding obligations associated with the vesting of share-based compensation awards under our 2020 F&G Omnibus Plan and 2022 F&G Omnibus Plan.

Share Repurchases

On March 21, 2023, our Board of Directors approved the three-year stock repurchase program, which was amended on November 7, 2023, to authorize the aggregate repurchase of $ 50 million of F&G common stock.

The Company believes the share repurchase program is an efficient means of returning cash to shareholders when we consider the shares to be undervalued.

No shares were purchased pursuant to the program during the year ended December 31, 2024.

At December 31, 2024 and 2023, the total remaining authorization of F&G common stock that may be repurchased was approximately $ 32 million.

Purchases may be made from time to time by the Company in the open market at prevailing market prices or through privately negotiated transactions or accelerated share repurchase transactions through November 6, 2026.

All purchases are held as treasury stock.

The extent to which the Company repurchases its shares, and the timing of such purchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other considerations, as determined by the Company.

Preferred Stock

The total number of preferred stock shares we are authorized to issue is 25,000,000 , par value $ 0.001 per share.

Refer to Note A - Business and Summary of Significant Accounting Policie s to the Consolidated Financial Statements for details of the issuance of 5,000,000 shares of FNF Preferred Stock on January 12, 2024.

Preferred stock dividends of approximately $ 17 million were declared during the year ended December 31, 2024 .

Subject to certain exceptions, so long as any share of FNF Preferred Stock remains outstanding, no dividend or distribution will be declared or paid on shares of the Company’s Common Stock, or any other class or series of stock ranking junior to the FNF Preferred Stock, and no Common Stock or any other class or series of stock ranking junior to or on parity with the FNF Preferred Stock will be purchased, redeemed, or otherwise acquired for consideration

by the Company or any of its subsidiaries unless, in each case, all accumulated and unpaid dividends for all preceding dividend periods have been declared and paid in cash, shares of Common Stock or a combination thereof, or a sufficient sum of cash or number of shares of Common Stock has been set aside for the payment of such dividends, on all outstanding shares of FNF Preferred Stock.

In addition, when dividends on shares of the FNF Preferred Stock (i) have not been declared and paid in full on any dividend payment date (or, in the case of any parity stock having dividend payment dates different from such dividend payment dates, on a dividend payment date falling within a regular dividend period related to such dividend payment date), or (ii) have been declared but a sum of cash or number of shares of Common Stock sufficient for payment thereof has not been set aside for the benefit of the holders thereof on the applicable regular record date, no dividends may be declared or paid on any parity stock unless dividends are declared on the shares of FNF Preferred Stock such that the respective amounts of such dividends declared on the shares of FNF Preferred Stock and such shares of parity stock shall be allocated pro rata among the holders of the shares of FNF Preferred Stock and the holders of any shares of parity stock then outstanding.

Unless converted earlier in accordance with the terms of the Certificate of Designations, each share of the FNF Preferred Stock will automatically convert on the mandatory conversion date, which is expected to be January 15, 2027, into between 0.9456 shares and 1.1111 shares of Common Stock, in each case, subject to customary anti-dilution adjustments described in the Certificate of Designations.

The number of shares of Common Stock issuable upon conversion will be determined based on the average volume weighted average price per share of Common Stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately prior to January 15, 2027.

Dividends on the FNF Preferred Stock will be payable on a cumulative basis when, as and if declared by the Company’s board of directors, or an authorized committee thereof, at an annual rate of 6.875 % on the liquidation preference of $ 50.00 per share of FNF Preferred Stock, and may be paid in cash or, subject to certain limitations, in shares of Common Stock or, subject to certain limitations, any combination of cash and shares of Common Stock.

If declared, dividends on the FNF Preferred Stock will be payable quarterly on January 15, April 15, July 15 and October 15 of each year to, and including, January 15, 2027, commencing on April 15, 2024.

With respect to any decision to declare or pay dividends, the board of directors or an authorized committee thereof, as the case may be, shall be required to act in accordance with the recommendation of a committee (whether or not formally constituted) consisting of all of the independent and disinterested directors at any time sitting on the board of directors.

Holders of the FNF Preferred Stock will have the option to convert all or any portion of their shares of FNF Preferred Stock at any time prior to the mandatory conversion date.

Early conversions that are not made in connection with a Fundamental Change (as defined in Certificate of Designations) will be settled at the minimum conversion rate of 0.9456 shares of Common Stock per share of the FNF Preferred Stock (subject to anti-dilution adjustments).

In addition, the conversion rate applicable to any such early conversion may in certain circumstances be increased to compensate holders of the FNF Preferred Stock for certain unpaid accumulated dividends.

If a Fundamental Change occurs on or prior to January 15, 2027, then holders of the FNF Preferred Stock will be entitled to convert all or any portion of their FNF Preferred Stock at the Fundamental Change Conversion Rate (as defined in the Certificate of Designations) for a specified period of time and to also receive an amount to compensate them for certain unpaid accumulated dividends and any remaining future scheduled dividend payments.

The FNF Preferred Stock will not be subject to redemption at the Company’s option.

Upon the Company’s voluntary or involuntary liquidation, winding-up or dissolution, each holder of the FNF Preferred Stock will be entitled to receive a liquidation preference in the amount of $ 50.00 per share of FNF Preferred Stock, plus an amount equal to accumulated and unpaid dividends on such shares, whether or not declared, to, but excluding, the date fixed for liquidation, winding-up or dissolution, to be paid out of the Company’s assets legally available for distribution to its stockholders after satisfaction of debt and other liabilities owed to the Company’s creditors and holders of shares of its stock ranking senior to the FNF Preferred Stock and before any payment or distribution is made to holders of any stock ranking junior to the FNF Preferred Stock, including, without limitation, Common Stock.

The following table shows the quarterly common stock dividends declared during the years ended December 31, 2024, 2023 , and 2022:

Year ended December 31,

2024 2023 2022

First quarter $ 0.21 $ 0.20 $ —

Second quarter 0.21 0.20 —

Third quarter 0.21 0.20 —

Fourth quarter 0.22 0.21 0.20

Total $ 0.85 $ 0.81 $ 0.20

On February 20, 2025, our Board of Directors declared a quarterly cash dividend of $ 0.22 per share, payable on March 31, 2025, to F&G common shareholders of record as of March 17, 2025.

On February 20, 2025, our Board of Directors also declared a quarterly cash dividend of $ 0.8594 per share on the FNF Preferred Stock for the period from January 15, 2025 to and excluding April 15, 2025, to be paid on April 15, 2025, to FNF Preferred Stock shareholders of record as of April 1, 2025.

Accumulated other comprehensive income (loss)

Changes in the balance of Accumulated other comprehensive income (loss) for the years ended December 31, 2024, 2023 and 2022, by component are as follows (in millions).

Year Ended December 31, 2024

Unrealized gain

investments and

other financial

instruments, net

investments in

unconsolidated

affiliates) Change in

current discount rate - future

policy benefits Change in

specific credit

risk - market

risk benefits Foreign Currency Translation Total Accumulated Other Comprehensive Income (Loss)

Balance at December 31, 2023

$ ( 2,479 ) $ 574 $ ( 83 ) $ ( 2 ) $ ( 1,990 )

Reclassification adjustments included in net earnings (a) 6 — 1 7

Other comprehensive income (loss) before tax, net of reclassifications ( 207 ) 283 6 ( 6 ) 76

Deferred income tax (expense) benefit 43 ( 59 ) ( 1 ) 1 ( 16 )

Balance at December 31, 2024 $ ( 2,637 ) $ 798 $ ( 78 ) $ ( 6 ) $ ( 1,923 )

Year Ended December 31, 2023

Unrealized gain

investments and

other financial

instruments, net

investments in

unconsolidated

affiliates) Change in

current discount rate - future

policy benefits Change in

specific credit

risk - market

risk benefits Foreign Currency Translation Total Accumulated Other Comprehensive Income (Loss)

Balance at December 31, 2022 $ ( 3,528 ) $ 763 $ ( 49 ) $ ( 4 ) $ ( 2,818 )

Reclassification adjustments included in net earnings (a) 130 — — — 130

Other comprehensive income (loss) before tax, net of reclassifications 1,159 ( 239 ) ( 43 ) 3 880

Deferred income tax (expense) benefit ( 240 ) 50 9 ( 1 ) ( 182 )

Balance at December 31, 2023

$ ( 2,479 ) $ 574 $ ( 83 ) $ ( 2 ) $ ( 1,990 )

Year Ended December 31, 2022

Unrealized gain

investments and

other financial

instruments, net

investments in

unconsolidated

affiliates) Change in

current discount rate - future

policy benefits Change in

specific credit

risk - market

risk benefits Foreign Currency Translation Total Accumulated Other Comprehensive Income (Loss)

Balance at December 31, 2021 $ 949 $ ( 1 ) $ ( 116 ) $ 1 $ 833

Reclassification adjustments included in net earnings (a) 212 — — — 212

Other comprehensive income (loss) before tax, net of reclassifications ( 5,931 ) 967 85 ( 6 ) ( 4,885 )

Deferred income tax (expense) benefit 1,242 ( 203 ) ( 18 ) 1 1,022

Balance at December 31, 2022 $ ( 3,528 ) $ 763 $ ( 49 ) $ ( 4 ) $ ( 2,818 )

(a) Net of income tax expense of $ 2 million, $ 35 million and $ 56 million for the year ended December 31, 2024, 2023, and 2022, respectively.

Note V - Segment Information

F&G has one reportable segment, which reflects the manner by which our CODM, the Chief Executive Officer of F&G, views and manages the business.

F&G’s CODM uses the consolidated net earnings (loss) as reported on the Consolidated Statements of Operations to evaluate F&G’s results and measure profitability and performance.

The measure of segment assets is reported on the Consolidated Balance Sheets as total consolidated assets.

Summarized financial information concerning our single reportable segment is shown in the following table (in millions).

Year Ended December 31,

2024 2023 2022

Life-contingent pension risk transfer premiums $ 2,217 $ 1,964 $ 1,362

Traditional life insurance and life-contingent immediate annuity premiums 35 43 33

Surrender charges 268 103 58

Policyholder fees and other income 340 303 251

Life insurance premiums and other fees 2,860 2,413 1,704

Owned distribution revenues 81 — —

Revenues from external customers 2,941 2,413 1,704

Interest and investment income 2,719 2,211 1,655

Recognized gains and losses, net 84 ( 124 ) ( 1,010 )

Total revenues 5,744 4,500 2,349

Significant expenses (a):

Benefits and other changes in policy reserves 3,791 3,553 1,126

Personnel costs 296 232 157

Other operating expenses 203 146 102

Total significant expenses:

4,290 3,931 1,385

Other segment items

Market risk benefit (gains) losses ( 25 ) 95 ( 182 )

Depreciation and amortization 569 412 324

Interest expense 132 97 29

Total other segment items:

Total expenses 4,966 4,535 1,556

Earnings (loss) before income taxes 778 ( 35 ) 793

Income tax (benefit) expense 136 23 158

Net earnings (loss) $ 642 $ ( 58 ) $ 635

(a) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosures

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data