What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-28 compared with 2024-02-29 · 961 added, 959 removed, 2186 unchanged (47% of the section changed)

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We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 28, 2025, expressed an unqualified opinion thereon.

Adoption of ASU No.

As discussed in Note A to the consolidated financial statements, the Company changed its method of accounting for long-duration contracts in each of the three years in the period ended December 31, 2023 due to the adoption of ASU No.

2018-12, Financial Services – Insurance (Topic 944), Targeted Improvements to the Accounting for Long-Duration Contracts.

Basis for Opinion

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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), D, F, and Y 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), D, W and X 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), W, and Z to the consolidated financial statements.

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 the Notes A (see section on FPB) and Z 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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We also performed an independent recalculation of the embedded derivative, MRB, and FPB liabilities for a sample of policies or cohorts for comparison with the actuarial models used by management.

/s/ Ernst & Young LLP

We have served as the Company's auditor since 2017.

/s/ Ernst & Young LLP

Jacksonville, Florida

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CONSOLIDATED BALANCE SHEETS

(Dollars in millions, except share data)

(In millions)

2024 December 31,

Fixed maturity securities available for sale, at fair value, at December 31, 2023 and December 31, 2022, at an amortized cost of $ 45,606 and $ 37,708 , respectively, net of allowance for credit losses of $ 42 and $ 39 , respectively, and includes pledged fixed maturity securities of $ 489 and $ 448 , respectively, related to secured trust deposits

Fixed maturity securities available for sale, at fair value, as of December 31, 2024 and 2023, at an amortized cost of $ 51,681 and $ 45,606 , respectively, net of allowance for credit losses of $ 67 and $ 42 , respectively, and includes pledged fixed maturity securities of $ 495 and $ 489 , respectively, related to secured trust deposits

$ 48,218 $ 42,373

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Derivative investments 794 797

Mortgage loans, net of allowance for credit losses of $ 66 and $ 42 at December 31, 2023 and 2022, respectively.

Mortgage loans, net of allowance for credit losses of $ 70 and $ 66 as of December 31, 2024 and 2023, respectively

Investments in unconsolidated affiliates 3,731 3,334

Other long-term investments 811 703

Short-term investments, at December 31, 2023 and December 31, 2022 includes pledged short-term investments of $ 1 and $ 6 , respectively, related to secured trust deposits

Short-term investments 3,050 2,119

Total investments 63,615 56,049

Cash and cash equivalents, at December 31, 2023 and 2022 includes $ 262 and $ 242 , respectively, of pledged cash related to secured trust deposits

Trade and notes receivables, net of allowance of $ 32 and $ 33 at December 31, 2023 and 2022, respectively

Cash and cash equivalents, as of December 31, 2024 and 2023 includes $ 69 and $ 262 , respectively, of pledged cash related to secured trust deposits

Trade and notes receivables, net of allowance of $ 32 as of December 31, 2024 and 2023, respectively

Reinsurance recoverable, net of allowance for credit losses of $ 20 and $ 21 at December 31, 2024 and 2023, respectively

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Accumulated other comprehensive earnings ( 2,052 ) ( 2,119 )

Treasury stock, 55,934,467 shares and 55,447,459 shares as of December 31, 2023 and 2022, respectively, at cost

Treasury stock, 56 shares as of December 31, 2024 and 2023, at cost

( 2,152 ) ( 2,130 )

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Benefits and other changes in policy reserves 3,791 3,553 1,126

Market risk benefit losses (gains) 95 ( 182 ) ( 44 )

Market risk benefit (gains) losses ( 25 ) 95 ( 182 )

Depreciation and amortization 739 593 491

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Total expenses 11,939 11,059 9,835

Earnings from continuing operations before income taxes and equity in earnings of unconsolidated affiliates 693 1,730 3,558

Earnings before income taxes and equity in earnings of unconsolidated affiliates 1,742 693 1,730

Income tax expense 367 192 439

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Equity in earnings of unconsolidated affiliates 16 17 15

Net earnings from continuing operations 518 1,306 2,809

Net earnings from discontinued operations, net of tax — — 8

Net earnings 1,391 518 1,306

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Earnings per share

Net earnings from continuing operations attributable to FNF common shareholders $ 1.91 $ 4.71 $ 9.78

Net earnings from discontinued operations attributable to FNF common shareholders — — 0.03

Net earnings per share attributable to FNF common shareholders, basic $ 4.69 $ 1.91 $ 4.71

Net earnings from continuing operations attributable to FNF common shareholders $ 1.91 $ 4.67 $ 9.72

Net earnings from discontinued operations attributable to FNF common shareholders — — 0.03

Net earnings per share attributable to FNF common shareholders, diluted $ 4.65 $ 1.91 $ 4.67

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Other comprehensive earnings:

Unrealized gain (loss) on investments and other financial instruments, net of adjustments to intangible assets and unearned revenue (excluding investments in unconsolidated affiliates) (1) 961 ( 4,783 ) ( 499 )

Unrealized (loss) gain on investments and other financial instruments, net of adjustments to intangible assets and unearned revenue (excluding investments in unconsolidated affiliates) (1) ( 157 ) 961 ( 4,783 )

Unrealized gain on investments in unconsolidated affiliates (2) 32 12 9

Unrealized gain (loss) on foreign currency translation (3) 6 ( 18 ) ( 6 )

Reclassification adjustments for change in unrealized gains and losses included in net earnings (4) 126 173 ( 101 )

Unrealized (loss) gain on foreign currency translation (3) ( 22 ) 6 ( 18 )

Reclassification adjustments for unrealized gains and losses included in net earnings (4) ( 8 ) 126 173

Changes in current discount rate - future policy benefits (5) 224 ( 189 ) 764

Changes in instrument-specific credit risk - market risk benefits (6) 5 ( 34 ) 67

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

Other comprehensive (loss) earnings attributable to non-controlling interest (7) ( 7 ) ( 134 ) 35

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common shareholders $ 1,337 $ 1,268 $ ( 2,454 )

(1) Net of income tax expense (benefit) of $ 238 million, $( 1,246 ) million, and $( 140 ) million for the years ended December 31, 2023, 2022, and 2021, respectively.

(2) Net of income tax expense of $ 3 million, $ 3 million, and $ 7 million for the years ended December 31, 2023, 2022, and 2021, respectively.

(3) Net of income tax expense (benefit) of $ 2 million and $( 4 ) million, for the years ended December 31, 2023 and 2022, respectively.

(4) Net of income tax expense (benefit) of $ 34 million, $ 45 million and $( 26 ) million for the years ended December 31, 2023, 2021 and 2021, respectively.

(1) Net of income tax (benefit) expense of $( 43 ) million, $ 238 million, and $( 1,246 ) million for the years ended December 31, 2024, 2023, and 2022, respectively.

(2) Net of income tax expense of $ 9 million, $ 3 million, and $ 3 million for the years ended December 31, 2024, 2023, and 2022, respectively.

(3) Net of income tax (benefit) expense of $( 6 ) million and $ 2 million, and $( 4 ) million for the years ended December 31, 2024 and 2023, and 2022, respectively.

(4) Net of income tax (benefit) expense of $( 1 ) million, $ 34 million and $ 45 million for the years ended December 31, 2024, 2023 and 2022, respectively.

(7) Net of income tax (benefit) expense of $( 35 ) million and $ 9 million for the years ended December 31, 2023, and 2022, respectively.

(8) Net of income tax expense (benefit) of $ 2 million and $( 2 ) million for the years ended December 31, 2022, and 2021, respectively.

(5) Net of income tax expense (benefit) of $ 59 million, $( 50 ) million and $ 203 million for the years ended December 31, 2024, 2023 and 2022, respectively .

(6) Net of income tax expense (benefit) of $ 1 million, $( 9 ) million and $ 18 million for the years ended December 31, 2024, 2023 and 2022, respectively.

(7) Net of income tax (benefit) expense of $( 3 ) million, $( 35 ) million and $ 9 million for the years ended December 31, 2024, and 2023, and 2022, respectively.

(8) Net of income tax expense of $ 2 million for the year ended December 31, 2022.

See accompanying Notes to Consolidated Financial Statements

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Exercise of stock options 2 — 39 — — — — — 39

Non-controlling interest associated with current period acquisition — — — — — — — 46 46

Purchase of incremental share in consolidated subsidiaries — — ( 3 ) — — — — ( 11 ) ( 14 )

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Treasury stock repurchased — — — — — 13 ( 549 ) — ( 549 )

Other comprehensive earnings - unrealized gain on investments and other financial instruments — — — — ( 499 ) — — — ( 499 )

Other comprehensive earnings - unrealized loss on investments and other financial instruments — — — — ( 4,783 ) — — — ( 4,783 )

Other comprehensive earnings - unrealized gain on investments in unconsolidated affiliates — — — — 9 — — — 9

Other comprehensive earnings - unrealized gain on foreign currency translation — — — — ( 6 ) — — — ( 6 )

Other comprehensive earnings - unrealized loss on foreign currency translation — — — — ( 18 ) — — — ( 18 )

Other comprehensive earnings - minimum pension liability adjustment — — — — 5 — — — 5

Reclassification adjustments for change in unrealized gains and losses included in net earnings — — — — ( 101 ) — — — ( 101 )

Reclassification adjustments for unrealized gains and losses included in net earnings — — — — 173 — — — 173

Other comprehensive earnings attributable to non-controlling interest — — — — 35 — — ( 35 ) —

Stock-based compensation — — 48 — — — — 1 49

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Shares withheld for taxes and in treasury — — — — — — ( 15 ) — ( 15 )

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

Change in current discount rate — liability for future policy benefits — — — — 764 — — — 764

Change in instrument-specific credit risk - market risk benefits — — — — 67 — — — 67

Distribution of 15 % of the common stock of F&G

— — ( 24 ) ( 397 ) — — — 421 —

Subsidiary dividends declared to non-controlling interests — — — — — — — ( 24 ) ( 24 )

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Balance, December 31, 2022 328 $ — $ 5,870 $ 5,225 $ ( 2,870 ) 55 $ ( 2,109 ) $ 453 $ 6,569

See accompanying Notes to Consolidated Financial Statements

FIDELITY NATIONAL FINANCIAL, INC.

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Exercise of stock options — — 15 — — — — — 15

Non-controlling interest associated with current period acquisitions — — — — — — — 46 46

Treasury stock repurchased — — — — — — ( 4 ) — ( 4 )

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Other comprehensive earnings - minimum pension liability adjustment — — — — 3 — — — 3

Reclassification adjustments for change in unrealized gains and losses included in net earnings — — — — 173 — — — 173

Reclassification adjustments for unrealized gains and losses included in net earnings — — — — 126 — — — 126

Other comprehensive earnings attributable to non-controlling interest — — ( 2 ) — ( 134 ) — — 136 —

Stock-based compensation — — 55 — — — — 4 59

Dilution from share issuance by consolidated subsidiary — — ( 13 ) — — — — 13 —

Dividends declared — — — ( 498 ) — — — — ( 498 )

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Change in instrument-specific credit risk - market risk benefits — — — — ( 34 ) — — — ( 34 )

Distribution of 15 % of the common stock of F&G

( 24 ) ( 397 ) 421 —

F&G purchases of treasury stock — — ( 1 ) — — — — ( 18 ) ( 19 )

Subsidiary dividends declared to non-controlling interests — — — — — — — ( 29 ) ( 29 )

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Exercise of stock options 1 — 21 — — — — — 21

Treasury stock repurchased — — — — — — ( 4 ) — ( 4 )

Non-controlling interest associated with current period acquisitions — — — — — — — 139 139

Issuance of restricted stock 1 — — — — — — — —

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Other comprehensive earnings - unrealized loss on foreign currency translation — — — — ( 22 ) — — — ( 22 )

Other comprehensive earnings - minimum pension liability adjustment — — — — 3 — — — 3

Reclassification adjustments for change in unrealized gains and losses included in net earnings — — — — 126 — — — 126

Reclassification adjustments for unrealized gains and losses included in net earnings — — — — ( 8 ) — — — ( 8 )

Stock-based compensation — — 80 — — — — 2 82

Dividends declared — — — ( 532 ) — — — — ( 532 )

Dilution from share issuance by consolidated subsidiary — — ( 24 ) — — — — 24 —

Shares withheld for taxes and in treasury — — — — — — ( 22 ) ( 12 ) ( 34 )

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Change in instrument-specific credit risk - market risk benefits — — — — 5 — — — 5

F&G purchases of treasury stock — — ( 1 ) — — ( 18 ) ( 19 )

Other comprehensive earnings attributable to non-controlling interest — — ( 1 ) — ( 7 ) — — 8 —

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Equity in earnings of unconsolidated affiliates ( 16 ) ( 17 ) ( 15 )

Loss (gain) on sales of investments and other assets and asset impairments, net 542 533 ( 588 )

Loss on sale of businesses — — 14

(Gain) loss on sales of investments and other assets and asset impairments, net ( 339 ) 542 533

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

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Change in valuation of derivatives, equity and preferred securities, net 189 ( 388 ) 947

Change in derivative collateral liability, net 91 410 ( 398 )

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

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Change in funds withheld from reinsurers 3,795 3,386 2,056

Net decrease (increase) in trade receivables 37 178 ( 120 )

Net (decrease) increase in reserve for title claim losses ( 40 ) ( 73 ) 260

Net (increase) decrease in trade receivables ( 43 ) 37 178

Net decrease in reserve for title claim losses ( 57 ) ( 40 ) ( 73 )

Net change in income taxes 83 ( 50 ) 66

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Purchases of investment securities ( 17,825 ) ( 13,985 ) ( 13,148 )

Net proceeds (purchases of) from sales and maturities of short-term investment securities 340 ( 2,571 ) 266

Net (purchases of) proceeds from sales and maturities of short-term investment securities ( 1,076 ) 340 ( 2,571 )

Other acquisitions/disposals, net of cash acquired ( 586 ) ( 299 ) ( 180 )

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We are also a leading provider of insurance solutions serving retail annuity and life customers and institutional clients through our majority owned subsidiary, F&G Annuities & Life ("F&G").

For information about our reportable segments refe r to Note J Seg ment Information .

For information about our reporting segment refe r to Note J Seg ment Information .

Recent Developments

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.

7.30 % F&G Junior Notes

On January 13, 2025, F&G completed its public offering of its 7.30 % Junior Subordinated Notes due 2065 with an aggregate principal amount of $ 375 million (the " 7.30 % F&G Notes").

F&G used a portion of the net proceeds of this offering to redeem the outstanding $ 300 million aggregate principal amount of its 5.50 % F&G Senior Notes.

F&G intends to use the remaining net proceeds of this offering for general corporate purposes.

The 7.30 % F&G Notes were registered under the Securities Act of 1933 (as amended) (the “Securities Act”).

6.25 % F&G Senior Notes

On October 4, 2024, F&G completed its public offering of its 6.25 % Senior Notes due 2034 with an aggregate principal amount of $ 500 million (the " 6.25 % F&G Notes").

The 6.25 % 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 6.25 % F&G Notes were registered under the Securities Act.

Acquisition of PALH

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.

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).

F&G Notes were registered under the Securities Act.

For more information related to the F&G Notes refer to Note G Notes Payable .

Amendment to our Revolving Credit Facility

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For more information related to the Second Amended and Restated F&G Credit Agreement refer to Note G Notes Payable .

Acquisition of ROAR

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.

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 milestones of Roar.

Investment of $ 250 million in F&G

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

Under the terms of the agreement, we have agreed to invest $ 250 million in exchange for 5 million shares of F&G's 6.875 % Series A Mandatory Convertible Preferred Stock, par value $ 0.001 per share (the "Mandatory Convertible Preferred Stock").

Each share of Mandatory Convertible Preferred Stock will have a liquidation preference of $ 50.00 per share.

Under the terms of the agreement, we invested $ 250 million in exchange for 5 million shares of F&G's 6.875 % Series A Mandatory Convertible Preferred Stock, par value $ 0.001 per share (the "Mandatory Convertible Preferred Stock").

Each share of Mandatory Convertible Preferred Stock has a liquidation preference of $ 50.00 per share.

Unless earlier converted at the option of the holder, each outstanding share of the Mandatory Convertible Preferred Stock will automatically convert into shares of common stock of F&G on January 15, 2027 (the "Mandatory Conversion Date").

Upon conversion on the Mandatory Conversion Date, the conversion rate for each share of the Mandatory Convertible Preferred Stock will be no more than 1.1111 shares of common stock and no less than 0.9456 shares of common stock per share of Mandatory Convertible Preferred Stock, depending on the value of F&G's common stock.

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 used the net proceeds from the sale of the notes to repay borrowings under its revolving credit facility and for general corporate purposes, including the support of organic growth opportunities.

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

For further information related to the 7.95 % F&G Notes, refer to Note G Notes Payable .

2023 Cybersecurity Incident

On November 19, 2023, we became aware of a cybersecurity incident that impacted certain of our systems.

We promptly commenced an investigation, retained leading experts to assist the Company, notified law enforcement authorities, regulatory authorities and other stakeholders, and followed our incident response plans.

In addition, we took containment measures such as blocking access to certain of our systems resulting in varying levels of disruption to our businesses.

The incident was contained on November 26, 2023.

We completed our forensic investigation on December 13, 2023.

We determined that an unauthorized third-party accessed certain of our systems, deployed a type of malware that is not self-propagating, and exfiltrated certain data.

We have no evidence that any customer-owned system was directly impacted in the incident, and no customer has reported that this has occurred.

The last confirmed date of unauthorized third-party activity in our network occurred on November 20, 2023.

We have identified and analyzed the nature and scope of the affected systems and data.

We have notified our affected customers and applicable state attorneys general and regulators, and approximately 1.3 million potentially impacted consumers;

are providing credit monitoring, web monitoring, and identity theft restoration services;

and are fielding questions from customers.

We are continuing to coordinate with law enforcement, our customers, regulators, advisors and other stakeholders.

We have been named as a defendant in several lawsuits related to this incident.

The Company will vigorously defend itself against any litigation filed related to this incident.

For further information on the litigation related to this incident, refer to Note H Commitments and Contingencies .

At this time, we do not believe that the incident will have a material impact on the Company.

7.40 % F&G Senior Notes

On January 13, 2023, F&G completed its issuance and sale of $ 500 million aggregate amount of its 7.40 % Senior Notes due 2028 (the " 7.40 % F&G Notes"), pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended.

The 7.40 % F&G Notes are the senior unsecured, unsubordinated obligations of F&G and are guaranteed on an unsecured, unsubordinated basis by each of F&G's subsidiaries that are guarantors of its obligations under the F&G Credit Agreement (the "Guarantors").

F&G intends to use the net proceeds from the offering of the 7.40 % F&G Notes for general corporate purposes, including to support the growth of assets under management and for F&G's future liquidity requirements.

The interest rate payable on the 7.40 % F&G Notes will be subject to adjustment from time to time if either S&P or Fitch (or a substitute rating agency) downgrades (or downgrades and subsequently upgrades) the credit ratings assigned to the 7.40 % F&G Notes.

For further information related to the 7.40 % F&G Notes, refer to Note G Notes Payable .

Acquisition of TitlePoint

On January 1, 2023, we completed our previously announced acquisition of TitlePoint for $ 224 million in cash, subject to a customary working capital adjustment.

TitlePoint enables searches for detailed property information, images of documents and maps from hundreds of counties across the U.S and is a leader in the science of real estate property research technology.

For further information related to the acquisition of TitlePoint, refer to Note B Acquisitions .

Acquisition of ROAR

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 $ 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 B Acquisitions .

Principles of Consolidation and Basis of Presentation

The accompanying Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and include our accounts as well as our wholly-owned and majority-owned subsidiaries.

The Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles in the United States ("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.

In our title segment, our investments in unconsolidated subsidiaries and affiliates are accounted for using the equity method until such time that they become wholly or majority-owned.

Earnings attributable to noncontrolling interests recorded on the Consolidated Statements of Earnings represents the portion of a majority-owned subsidiary's net earnings or loss that is owned by noncontrolling shareholders of the subsidiary.

Noncontrolling interest recorded on the Consolidated Balance Sheets represents the portion of equity in a consolidated subsidiary owned by noncontrolling shareholders.

Non-controlling interests recorded on the Consolidated Statements of Earnings 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.

We are involved in certain entities that are considered variable interest entities ("VIEs") as defined under GAAP.

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We assess our relationships with VIEs to evaluate if we are the primary beneficiary of the VIE.

determine we are the primary beneficiary of a VIE, we consolidate the assets and liabilities of the VIE in our Consolidated Financial Statements.

If we determine we are the primary beneficiary of a VIE, we consolidate the assets and liabilities of the VIE in our Consolidated Financial Statements.

See Note E Investments for additional information on our investments in VIEs.

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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 AOCI, net of deferred income taxes.

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 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.

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Preferred and Equity Securities

Equity and prefer red securities held are carried at fair value as of the balance sheet dates.

The fair values of our equity and preferred securities are based on quoted prices in active markets, or are valued based on quoted prices in markets that are not active or 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 Earnings.

Recognized gains and losses on sales of our preferred and equity securities 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 Earnings.

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

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 Earnings.

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 Consolidated Statements of Earnings.

Derivative Financial Instruments

In our F&G segment, we hedge certain portions of our exposure to product related equity market risk by entering into derivative transactions (primarily call options).

In our F&G segment, 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 Earnings.

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 Earnings.

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 Earnings.

Reinsurance Related Embedded Derivatives

As discussed in Note O F&G Reinsurance , F&G entered into reinsurance agreements to cede a quota share of certain deferred annuity, multi-year guaranteed annuities ("MYGA") and deferred annuity"), respectively, GAAP and statutory reserves on a coinsurance funds withheld basis, net of applicable existing reinsurance.

Funds withheld arrangements allow the Company to retain legal ownership of assets backing reinsurance arrangements until they are earned by the reinsurer while passing credit risk associated with the assets in the funds withheld account to the reinsurer.

These arrangements create embedded derivatives considered to be total return swaps with contractual returns that are attributable to the assets and liabilities associated with the reinsurance arrangement.

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

Investment results for the assets that support the coinsurance with funds withheld reinsurance arrangement, including gains and losses from sales, are passed directly to the reinsurer pursuant to contractual terms of the reinsurance arrangement.

These total return swaps are not clearly and closely related to the underlying reinsurance

contract and thus require bifurcation.

The reinsurance related embedded derivative is 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 (losses) on the Consolidated Statements of Earnings.

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 Earnings.

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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 Earnings.

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 Earnings.

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

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 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 Earnings.

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

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

In our title segment, we account for our investments in unconsolidated affiliates using the equity method of accounting and earnings on our investments in unconsolidated affiliates are recorded within Equity in earnings of unconsolidated affiliates within the Consolidated Statements of Earnings.

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Income or losses upon call or prepayment of fixed maturity securities are recognized in Interest and investment income.

Amortization of

premiums and accretion of discounts on investments in fixed maturity securities are reflected in Interest and investment income over the contractual terms of the investments, and for callable investments at a premium, based on the earliest call date of the investments, in a manner that produces a constant effective yield.

Amortization of premiums and accretion of discounts on investments in fixed maturity securities are reflected in Interest and investment income over the contractual terms of the investments, and for callable investments at a premium, based on the earliest call date of the investments, in a manner that produces a constant effective yield.

For mortgage-backed and asset-backed securities, included in the fixed maturity securities portfolios, one of two models may be used to recognize interest income.

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For both interest income models, the estimated future cash flows include assumptions regarding the performance of the underlying collateral pool.

Interest and investment income is presented net of earned investment management fees and the effects of certain reinsurance contracts.

Interest and investment income is presented net of investment expenses and the effects of certain reinsurance contracts.

Cash and Cash Equivalents

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In addition to accruing these earned but unreported agency premiums, we also accrue agent commission expense, which was 77.4 % of agent premiums earned in 2024, 76.9 % of agent premiums earned in 2023 and 77.1 % of agent premiums earned in 2022.

The amount due from our agents relating to this accrual, i.e., the agent premium less their contractual retained commission, was approximately $ 35 million and $ 74 million at December 31, 2023 and 2022, respectively.

The amount due from our agents relating to this accrual, i.e., the agent premium less their contractual retained commission, was approximately $ 40 million and $ 35 million as of December 31, 2024 and 2023, respectively.

Due to the offsetting effects of reversing prior period accruals, the impact of this accrual to our recorded Agency title insurance premiums, Agent commissions and net earnings in any given period is not considered material.

Fair Value of Financial Instruments

The fair values of financial instruments presented in the Consolidated Financial Statements are estimates of the fair values at a specific point in time using available market information and appropriate valuation methodologies.

The fair values of financial instruments presented in the Consolidated Financial Statements are estimates of the fair values at the balance sheet date using available market information and appropriate valuation methodologies.

These estimates are subjective in nature and involve uncertainties and significant judgment in the interpretation of current market data.

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Fair Value of Assets Acquired and Liabilities Assumed in Business Combinations

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 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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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.

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 perform an annual goodwill impairment analysis based on a review of qualitative factors to determine if events and circumstances exist, which will lead to a determination that the fair value of a reporting unit is greater than its carrying amount, prior to performing a full fair-value assessment.

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

For the years ended December 31, 2023, 2022 and 2021, we determined there were no events or circumstances that 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"), deferred acquisition costs ("DAC"), deferred sales inducements ("DSI") and unearned revenue liabilities ("URL").

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, 2023 and 2022, we determined there were no events or circumstances which indicated that the carrying value of a reporting unit exceeded the fair value.

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.

Contracts are grouped by product type and 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.

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

For deferred annuities (fixed indexed 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.

DAC 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, 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 (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”).

All amortization bases are adjusted by full lapses, which includes deaths, full surrenders, annuitizations and maturities, where applicable.

The constant level bases used for amortization are projected using mortality and lapse assumptions that are based on Company’s experience, industry data, and other factors and are consistent with those used for the future policy benefits ("FPBs"), where applicable.

The constant level basis used for amortization are projected using mortality and lapse assumptions that are based on Company’s experience, industry data, and other factors and are consistent with those used for the FPB, where applicable.

If those projected assumptions change in future periods, they will be reflected in the cohort level amortization basis at that time.

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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 Earnings.

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 Earnings.

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.

These payments are established as URLs upon receipt and included in Accounts payable and other accrued liabilities in the Consolidated Balance Sheets.

These payments are established as URL upon receipt and included in Accounts payable and other accrued liabilities in the Consolidated Balance Sheets.

URL is amortized like DAC over the estimated lives of these policies.

Other Intangible Assets

We have other intangible assets, not including goodwill, VOBA, DAC or DSI, which consist primarily of customer relationships and contracts, the value of distribution network acquired ("VODA"), trademarks and tradenames and state licenses, and computer software, which are generally recorded in connection with acquisitions at their fair value .

We have other intangible assets, not including goodwill, VOBA, DAC or DSI, which consist primarily of customer relationships and contracts, the value of distribution network acquired ("VODA"), trademarks and tradenames, state licenses, and computer software, which are generally recorded in connection with business combinations at their fair value .

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.

Contractual relationships are generally amortized over their contractual life.

Trademarks and tradenames are generally amortized over ten

Trademarks and tradenames are generally amortized over ten years .

Capitalized computer software includes the fair value of software acquired in business combinations, purchased software and capitalized software development costs.

Purchased software is recorded at cost and amortized using the straight-line method over its estimated useful life.

Software acquired in business combinations is recorded at its fair value and amortized using straight-line or accelerated methods over its estimated useful life, ranging from five to ten years .

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.

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We review VOBA, DSI and other intangible assets for impairment annually or when events or circumstances occur that indicate a potential change in the underlying basis.

F or further information, refer to Note M Intangibles .

F or further information, refer to Note M Intangibles for details of impairment expense.

Title plants are recorded at the cost incurred to construct or obtain and organize historical title information to the point it can be used to perform title searches.

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Title plants are not amortized as they are considered to have an indefinite life, if maintained.

Sales of title plants are reported at the amount received net of the adjusted costs of the title plant sold.

Sales of title plants are reported at the

amount received net of the adjusted costs of the title plant sold.

Sales of title plant copies are reported at the amount received.

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Title plants are reviewed for impairment whenever events or circumstances indicate that the carrying amounts may not be recoverable.

We reviewed title plants for impairment for the years ended December 31, 2023, 2022 and 2021 and did not record any impairment expense in the years ended December 31, 2023 or 2021.

We reco rded $ 1 million of impair ment expense related to title plants in the year ended December 31, 2022.

We reviewed title plants for impairment for the years ended December 31, 2024, 2023 and 2022 and did not record any impairment expense in the year ended December 31, 2023.

We reco rded $ 2 million and $ 1 million of impair ment expense related to title plants in the year ended December 31, 2024 and 2022, respectively .

Property and Equipment

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We recorded $ 2 million of impairment expense related to property and equipment in our title segment in the year ended December 31, 2022 .

We did not record any impairment expense related to property and equipment in the years ended December 31, 2024 and 2023.

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 pension risk transfer ("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 pension risk transfer ("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 Earnings.

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 Earnings.

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

Future Policy Benefits

The FPB is 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 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.

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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 Earnings.

In subsequent periods, the revised NPR, which is capped at 100 %, is used to measure the FPB, subject to future revisions.

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 Earnings.

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 Earnings 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 Earnings 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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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 Earnings.

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

Market Risk Benefits

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

Market Risk Benefits ("MRBs")

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.

The attributed fee ratio remains static over the life of the MRB and is capped at 100 %.

The attributed fee ratio remains static over the life of the MRBs and is capped at 100 %.

Each period subsequent to contract inception, the attributed fee ratio is used to calculate the fair value of the MRBs 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.

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 accompanying Consolidated Statements of Earnings, except for the change in fair value due to a change in the instrument-specific credit risk,

which is recognized in the accompanying Consolidated Statements of Comprehensive Earnings.

Changes in fair value, net, are recognized in Market risk benefit (gains) losses in the Consolidated Statements of Earnings, 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.

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

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In the state of Illinois, a trust company is permitted to commingle and invest customers’ assets with its own assets, pending completion of real estate transactions.

Accordingly, our Consolidated Balance Sheets reflect a secured trust deposit liability of $ 731 million and $ 862 million at December 31, 2023 and 2022, respectively, representing customers’ assets held by us and corresponding assets including cash and investments pledged as security for those trust balances.

Accordingly, our Consolidated Balance Sheets reflect a secured trust deposit liability of $ 551 million a nd $ 731 million at December 31, 2024 and 2023, respectively, representing customers’ assets held by us and corresponding assets including cash and investments pledged as security for those trust balances.

We recognize deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities and expected benefits of utilizing net operating loss and credit carryforwards.

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In our F&G segment, 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 Earnings, 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 Earnings, respectively.

Premium and expense are recorded net of reinsurance ceded.

For arrangements in which the underlying contracts do not include 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 Earnings.

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 Earnings.

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 Earnings, 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 Earnings.

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 Earnings.

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 Earnings, 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.

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 Earnings.

See Note O F&G Reinsurance for more details over F&G's reinsurance agreements.

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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.

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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.

There were 1 million antidilutive instruments outstanding for the years ended December 31, 2023 and 2022.

There were fewer than 1 million antidilutive instruments outstanding for the years ended December 31, 2024 and 2023.

Comprehensive Earnings (Loss)

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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.

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 Earnings.

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 Earnings.

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

Changes in the balance of Other comprehensive earnings (loss) for the years ended December 31, 2024, 2023 and 2022, by component are as follows:

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Other comprehensive earnings ( 4,783 ) 764 67 ( 4 ) ( 3,956 )

Non-controlling interest 33 — 1 1 35

Balance December 31, 2022 ( 3,583 ) 763 ( 48 ) ( 2 ) ( 2,870 )

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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 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 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.

Owned Distribution Investments

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, respectively, with the acquisition expense deferred and amortized in Depreciation and amortization on the accompanying Consolidated Statements of Earnings.

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 owned distribution investments and their affiliates, respectively, with the acquisition expense deferred and amortized in Depreciation and amortization on the accompanying Consolidated Statements of Earnings.

Note B — Acquisitions

On January 1, 2023, we completed our previously announced acquisition of TitlePoint for $ 224 million in cash, subject to a customary working capital adjustment.

The acquisition was accounted for as a business combination under FASB Accounting Standards Codification Topic 805, Business Combinations ("Topic 805").

The purchase price has been allocated to TitlePoint's assets acquired based on their fair values as of the acquisition date.

Goodwill has been recorded based on the amount that the purchase price exceeds the fair value of the net assets acquired.

Goodwill consists primarily of intangible assets that do not qualify for separate recognition.

The goodwill recorded is expected to be deductible for tax purposes.

We completed our assessment of the fair value of assets acquired and liabilities assumed within the one-year period from the date of acquisition.

In connection with the acquisition, we recorded fair value estimates for goodwill, other intangible assets and other assets of $ 165 million, $ 54 million and $ 6 million, respectively, as of December 31, 2023.

The gross carrying value and weighted average estimated useful lives of Other intangible assets acquired in the TitlePoint acquisition consist of the following:

Gross Carrying Value Weighted Average

Estimated Useful Life

Other intangible assets:

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:

Fair value as of

January 2, 2024

(In millions)

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:

Gross Carrying Value Estimated Useful Life

Other intangible assets:

(In millions) (In years)

Customer relationships $ 179 12

Trade name 4 10

Software 47 7

Definite lived trademarks, tradenames, and other 4 10

Total Other intangible assets $ 183

On August 9, 2022, we acquired approximately 74 % of the outstanding equity of AllFirst for approximately $ 130 million in cash consideration.

On December 19, 2022, we purchased an additional 6 % of the outstanding equity of AllFirst for approximately $ 10 million in cash consideration.

The acquisition was accounted for as a business combination under FASB Accounting Standards Codification Topic 805, Business Combinations ("Topic 805").

The purchase price has been allocated to AllFirst's assets acquired and liabilities assumed based on their fair values as of August 9, 2022.

Goodwill has been recorded based on the amount that the purchase price exceeds the fair value of the net assets acquired.

Goodwill consists primarily of intangible assets that do not qualify for separate recognition.

The goodwill recorded is expected to be deductible for tax purposes.

We completed our assessment of the fair value of assets acquired and liabilities assumed within the one-year period from the date of acquisition.

We recorded fair value amounts as of the acquisition date for goodwill, other intangibles, other assets, other liabilities and non-controlling interest of $ 104 million, $ 55 million, $ 40 million, $ 18 million and $ 46 million, respectively, as of December 31, 2023.

The gross carrying value and weighted average estimated useful lives of Other intangible assets acquired in the AllFirst acquisition consist of the following (dollars in millions):

Gross Carrying Value Weighted Average

Estimated Useful Life

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 Earnings for the year ended December 31, 2024.

Contingent Consideration

Under the terms of the purchase agreement for Roar, we have agreed to make cash payments of up to $ 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.

Refer to Note A Basis of Financial Statements for more information on the Roar purchase and refer to Note D Fair Value of Financial Instruments for more information regarding the fair value of the contingent consideration.

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 Earnings during the year ended December 31, 2024 .

The initial purchase price is as follows:

(In millions)

Cash paid $ 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:

Fair value as of

July 18, 2024

(In millions)

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:

Gross Carrying Value Estimated Useful Life

Other intangible assets:

(In millions) (In years)

Customer relationships $ 131 20

Trade name 7 10

Non-compete agreements 1 5

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 Earnings for the year ended December 31, 2024.

Note C — Summary of Reserve for Title Claim Losses

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Provision for title insurance claim losses as a percentage of title insurance premiums 4.5 % 4.5 % 4.5 %

Several lawsuits have been filed by various parties against Chicago Title Company and Chicago Title Insurance Company as its principal (collectively, the “Named Companies”).

Generally, plaintiffs claim they are investors who were solicited by Gina Champion-Cain through her former company, ANI Development LLC (“ANI”), or other affiliates to provide funds that purportedly were to be used for high-interest, short-term loans to parties seeking to acquire California alcoholic beverage licenses.

Plaintiffs contend they were told that under California state law, alcoholic beverage license applicants are required to deposit into escrow an amount equal to the license purchase price while their applications remain pending with the State.

Plaintiffs further alleged that employees of Chicago Title Company participated with Ms.

Champion-Cain and her entities in a fraud scheme involving an escrow account maintained by Chicago Title Company into which some of the plaintiffs’ funds were deposited.

In connection with the alcoholic beverage license scheme, a lawsuit styled, Securities and Exchange Commission v.

Gina Champion-Cain and ANI Development, LLC , was filed in the United States District Court for the Southern District of California asserting claims for securities fraud against Ms.

Champion-Cain and certain of her affiliated entities.

A receiver was appointed by the court to preserve the assets of the defendant affiliated entities (the “receivership entities”), pay their debts, operate the businesses and pursue any claims they may have against third-parties.

Pursuant to the authority granted to her by the federal court, on January 7, 2022, a lawsuit styled, Krista Freitag v.

Chicago Title Co.

and Chicago Title Ins.

, was filed in San Diego County Superior Court by the receiver on behalf of the receivership entities against the Named Companies.

The receiver sought compensatory, incidental, consequential, and punitive damages, and the recovery of attorneys’ fees.

In turn, the Named Companies petitioned the federal court to sue ANI, via the receiver, to pursue indemnity and other claims against the receivership entities as joint tortfeasors, which was granted.

On April 26, 2022, the Named Companies reached a global settlement with the receiver and several other investor claimants.

As a condition of the settlement, the Named Companies and the receiver jointly sought court approval of the global settlement and entry of an order barring any claims against the Named Companies related to the alcoholic beverage license scheme.

On November 23, 2022, the federal court overruled any objections by non-joining investors and entered an order approving the global settlement and barring further claims against the Named Companies (“Settlement and Bar Order”).

The receiver’s lawsuit against the Named Companies has been dismissed.

The receiver is in receipt of the settlement payment from Chicago Title Company and will distribute the amount designated for each non-joining investor at the conclusion of any such investor’s appeal of the Settlement and Bar Order (or back to Chicago Title Company if an appeal is successful).

Some of the investor claimants who objected to entry of the Settlement and Bar Order appealed the decision to the United States Court of Appeals for the Ninth Circuit by (Cases 22-56206, 22-56208, and 23-55083), and appellate oral argument is expected to be held later this year.

After filing its appeal, one of the appellants, CalPrivate Bank (Case 23-55083), entered into a settlement with the receiver that was approved by the federal court.

This settlement resolves CalPrivate Bank’s objections to the Settlement and Bar Order, and its appeal has been dismissed.

The following lawsuits remain pending in the Superior Court of San Diego County for the State of California, all of which involve investor claimants who have claims against the Named Companies, objected to the settlement with the receiver, and have appealed the Settlement and Bar Order.

Since any pending and future claims against the Named Companies are barred, the state court cases where plaintiffs have served a notice of appeal have been stayed pending the outcome of the appeals, and the claims against the Named Companies by non-appealing plaintiffs have been dismissed with prejudice.

While they have not been

consolidated into one action, they have been deemed by the court to be related and are assigned to the same judge for purposes of judicial economy.

On Decem ber 13, 2019, a lawsuit styled, Kim Funding, LLC, Kim H.

Peterson, Joseph J.

Cohen, and ABC Funding Strategies, LLC v.

Chicago Title Co., Chicago Title Ins.

Co., Thomas Schwiebert, Adelle Ducharme, and Betty Elixman , was filed in San Diego County Superior Court.

Plaintiffs claim losses of more than $ 250 million as a result of the alleged fraud scheme, and also seek statutory, treble, and punitive damages, as well as the recovery of attorneys' fees.

The Named Companies have filed a cross-complaint against Ms.

Champion-Cain, and others.

The Named Companies have reached a conditional settlement with the members of ABC Funding Strategies, LLC plaintiffs under confidential terms.

On July 7, 2020, a cross-claim styled, Laurie Peterson v.

Chicago Title Co., Chicago Title Ins.

Co., Thomas Schwiebert, Adelle Ducharme, and Betty Elixman , was filed in an existing lawsuit styled, Banc of California, National Association v.

Laurie Peterson , which is pending in San Diego County Superior Court.

Cross-complaint plaintiff was sued by a bank to recover in excess of $ 35 million that she allegedly guaranteed to repay for certain investments made by the Banc of California in the alcoholic beverage license scheme.

Cross-complaint plaintiff has, in turn, sued the Named Companies in that action seeking in excess of $ 250 million in monetary losses as well as exemplary damages and attorneys’ fees.

The Named Companies filed a cross-complaint against Ms.

Champion-Cain, and others, and the Named Companies were substituted in as the Plaintiff following a settlement with the bank.

On Septemb er 3, 2020, a cross-claim styled, Kim H.

Peterson Trustee of the Peterson Family Trust dated April 14 1992 v.

Chicago Title Co., Chicago Title Ins.

Co., Thomas Schwiebert, Adelle Ducharme, and Betty Elixman , was filed in an existing lawsuit styled, CalPrivate Bank v.

Peterson Trustee of the Peterson Family Trust dated April 14 1992 , which is pending in Superior Court of San Diego County for the State of California.

Cross-complaint plaintiff was sued by a bank to recover in excess of $ 12 million that the trustee allegedly guaranteed to repay for certain investments made by CalPrivate Bank in the alcoholic beverage license scheme.

Cross-complaint plaintiff has, in turn, sued the Named Companies in that action seeking in excess of $ 250 million in monetary losses as well as exemplary damages and attorneys’ fees.

As a result of the receiver’s settlement with CalPrivate Bank, the receiver has been substituted in as the plaintiff in the suit against the trustee.

On November 2, 2020, a lawsuit styled, C alPrivate Bank v.

Several lawsuits were filed by various parties against Chicago Title Company and Chicago Title Insurance Company as its principal (collectively, the “Named Companies”) by plaintiffs claiming they were investors who were solicited by Gina Champion-Cain through her former company, ANI Development LLC (“ANI”), or other affiliates to provide funds placed in an escrow account that purportedly were to be used for high-interest, short-term loans to parties seeking to acquire California alcoholic beverage licenses.

Plaintiffs further alleged that employees of Chicago Title Company assisted Ms.

Champion-Cain and her entities in diverting the funds placed into an escrow account maintained by Chicago Title Company into which some of the plaintiffs’ funds were deposited.

In connection with the alcoholic beverage license scheme, the SEC filed a civil enforcement proceeding asserting claims for securities fraud against Champion-Cain and ANI in a lawsuit styled, Securities and Exchange Commission v.

Gina Champion-Cain and ANI Development, LLC , pending in the United States District Court for the Southern District of California.

The receiver, who was appointed by the court to preserve the assets of the defendant affiliated entities, then filed a lawsuit in San Diego County Superior Court against the Named Companies seeking damages in a lawsuit styled, Krista Freitag v.

Chicago Title Co.

and Chicago Title Ins.

, was also filed in the Superior Court of San Diego County for the State of California.

Plaintiff claims losses in excess of $ 12 million based upon business loan advances made in the alcoholic beverage license scheme and seeks punitive damages and the recovery of attorneys’ fees.

The Named Companies have filed a cross-complaint against Ms.

Champion-Cain, and others.

Given CalPrivate Bank’s settlement with the receiver, this action against the Named Companies will be dismissed.

The Named Companies reached a global settlement with the receiver and several other investor claimants and jointly sought court approval of the global settlement and entry of an order barring any claims against the Named Companies related to the alcoholic beverage license scheme.

On November 23, 2022, the federal court overruled any objections by non-joining investors and entered an order approving the global settlement barring further claims against the Named Companies (“Settlement and Bar Order”).

After her receipt of the settlement funds, the receiver dismissed the lawsuit against the Named Companies.

Some of the non-joining investor claimants who objected to entry of the Settlement and Bar Order appealed the decision to the United States Court of Appeals for the Ninth Circuit by (Cases 22-56206, 22-56208, and 23-55083).

On February 20, 2025, the Ninth Circuit affirmed the district court's Settlement and Bar Order, barring all ongoing and future litigation against CTC stemming from the scheme operated by Ms.

Champion-Cain.

If appellants wish to seek further review of the Ninth Circuit's decision, they have a limited time to file a petition for rehearing or rehearing en banc , and/or a petition for review with the U.S.

Supreme Court.

Once the appellate decision is final, the remaining lawsuits pending in the Superior Court of San Diego County for the State of California involving claimants/investors who objected to CTC's settlement with the receiver are expected to be dismissed as to CTC.

Chicago Title Company has also resolved a number of other pre-suit claims and previously-disclosed lawsuits from both individual and groups of alleged investors under confidential terms.

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We continually update loss reserve estimates as new information becomes known, new loss patterns emerge or as other contributing factors are considered and incorporated into the analysis of reserve for claim losses.

Estimating future title loss payments is difficult because of the complex nature of title claims, the long periods of time over which claims are paid, significantly varying dollar amounts of individual claims and other factors.

Estimating future title loss

payments is difficult because of the complex nature of title claims, the long periods of time over which claims are paid, significantly varying dollar amounts of individual claims and other factors.

Due to the uncertainty inherent in the process and to the judgment used by management, the ultimate liability may be greater or less than our current reserves.

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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, along with NAV.

The hierarchy for fair value measurement is defined as follows:

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:

Level 1 - Values are unadjusted quoted prices for identical assets and liabilities in active markets accessible at the measurement date.

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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.

Our carrying value reflects our pro rata ownership percentage as indicated by NAV in the limited partnership financial statements, which we may adjust if we determine NAV is not calculated consistent with investment company fair value principles.

The underlying investments of the limited partnerships 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.

Our carrying value reflects our pro rata ownership percentage as indicated by NAV in the unconsolidated affiliate’s financial statements, which we may adjust if we determine NAV is not calculated consistent with investment company fair value principles.

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 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, with the exception of investment contracts, portions of other long-term investments and debt, which are disclosed later within this footnote, was summarized according to the hierarchy previously described, as follows:

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

December 31, 2024

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Foreign Governments — 280 4 — 284

Equity securities 692 — 15 59 766

Short term investments 2,995 18 37 — 3,050

Preferred securities 189 246 8 — 443

Equity securities 575 — 10 57 642

Derivative investments — 791 3 — 794

Investments in unconsolidated affiliates — — 285 — 285

Short term investments 2,111 8 — — 2,119

Investment in unconsolidated affiliates — — 272 — 272

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

Reinsurance related embedded derivative, included in other assets — 109 — — 109

Other long-term investments — — 37 — 37

Market risk benefits asset — — 189 — 189

Other assets — — 65 — 65

Other long-term investments — — 32 — 32

Total financial assets at fair value $ 7,945 $ 37,568 $ 11,734 $ 57 $ 57,304

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

Indexed annuities/indexed universal life insurance ("IUL") embedded derivatives, included in Contractholder funds $ — $ — $ 5,220 $ — $ 5,220

Interest rate swaps — 10 — — 10

Equity options 1 — — — 1

Contingent consideration obligation — — 74 — 74

Market risk benefits liability — — 549 — 549

Derivative instruments - futures contracts 1 — — 1

Total financial liabilities at fair value $ 1 $ 10 $ 5,843 $ — $ 5,854

12 unchanged sentences

Foreign Governments — 308 16 — 324

Equity securities 621 — 10 47 678

Preferred securities 214 399 8 — 621

Equity securities 692 — 15 59 766

Derivative investments — 740 57 — 797

Investment in unconsolidated affiliates — — 285 — 285

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

Short-term investments 2,111 8 — — 2,119

Market risk benefits asset — — 117 — 117

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

Other long-term investments — — 37 — 37

Market risk benefits asset — — 88 — 88

Total financial assets at fair value $ 6,566 $ 33,703 $ 9,677 $ 59 $ 50,005

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

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

Market risk benefits liability — — 403 — 403

Equity options 1 — — — 1

Total financial liabilities at fair value $ 1 $ — $ 4,661 $ — $ 4,662

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

However, we did not adjust prices received from third parties as of December 31, 2023 or December 31, 2022.

However, we did not adjust prices received from third parties as of December 31, 2024 or 2023.

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

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 the 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.

See Note O F&G Reinsurance for further discussion on F&G reinsurance agreements.

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 mortality multiplier at December 31, 2023 and December 31, 2022 was applied to the 2012 Individual Annuity mortality tables.

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.

Increases or decreases in the market value of an option in isolation would result in a higher or lower, respectively, fair value measurement.

1 unchanged sentence

Generally, a change in any one unobservable input would not directly result in a change in any other unobservable input.

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

See Note E - Reinsurance for further discussion on F&G reinsurance agreements.

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.

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.

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, F&G 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.

Other long-term investments

We hold a fund-linked note that provides for an additional payment at maturity based on the value of an embedded derivative based on the actual return of a dedicated return fund.

We hold a fund-linked note, which provides for an additional payment at maturity based on the value of an embedded derivative based on the actual return of a dedicated return fund.

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 NAV of the fund with a strike price of zero since Fidelity & Guaranty Life Insurance Company ("FGL Insurance") 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 F&G 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 credit-linked note is based on a weighted average of a broker quote and a discounted cash flow analysis.

The discounted cash flow approach is based on the expected portfolio cash flows and amortization schedule reflecting

investment expectations, adjusted for assumptions on the portfolio's default and recovery rates, and the note's discount rate.

The discounted cash flow approach is based on the expected portfolio cash flows and amortization schedule reflecting investment expectations, adjusted for assumptions on the portfolio's default and recovery rates, and the note's discount rate.

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

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, 2023 and December 31, 2022, 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:

Mortgage servicing rights are measured at fair value using a discounted cash flow model, which incorporates assumptions that market participants use in estimating future net servicing income cash flows.

These assumptions include estimates of prepayment rates, discount rates, cost to service (including delinquency and foreclosure costs), escrow account earnings, contractual servicing fee income, and ancillary income.

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 H Commitments and Contingencies.

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.

The balances are computed using assumptions including mortality, full and partial surrender, rider benefit utilization, risk-free rates including non-performance spread and risk margin, market value of options and economic scenarios.

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 X Market Risk Benefits .

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:

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

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Asset-backed securities $ 95 Third-Party Valuation Discount Rate 4.83 % - 7.15 % ( 6.33 %)

Corporates 787 Third-Party Valuation Discount Rate 0.00 % - 12.87 %

Corporates 7 Discounted Cash Flow Discount Rate 13.33 % - 100.00 % ( 96.45 %)

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

Corporates 750 Third-Party Valuation Discount Rate 2.00 % - 22.53 % ( 6.76 %)

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

Foreign Governments 4 Third-Party Valuation Discount Rate 12.14 % - 12.14 % ( 12.14 %)

Investment in unconsolidated affiliates 285 Market Comparable Company Analysis EBITDA Multiple 4.4 x - 31.8 x

Investment in unconsolidated affiliates 272 Market Comparable Company Analysis EBITDA Multiple 8.7 x - 23.6 x ( 14.6 x)

Preferred securities 1 Discounted Cash Flow Discount rate 100.00 % - 100.00 % ( 100.00 %)

Equity securities 4 Discounted Cash Flow Discount rate 4.80 % - 14.10 % ( 9.40 %)

Market Comparable Company Analysis EBITDA multiple 5.8 x - 7.5 x ( 7.0 x)

Other assets 65 Discounted Cash Flow Discount Rate 10.60 % - 12.00 % ( 11.30 %)

Conditional Prepayment Rate 6.24 % - 11.99 % ( 9.12 %)

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 % ( 7.22 %)

Collateral Volatility 35.00 % - 35.00 % ( 35.00 %)

Market risk benefits asset 189 Discounted Cash Flow Mortality 80.00 % - 115.00 % ( 100.00 %)

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Total financial assets at fair value (a) $ 1,433

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 %

Indexed annuity/ IUL embedded derivatives, included in contractholder funds $ 5,220 Discounted Cash Flow Market Value of Option 0.00 % - 20.81 % ( 2.92 %)

Mortality Multiplier 80.00 % - 115.00 % ( 100.00 %)

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Option Cost 0.07 % - 5.70 % ( 2.68 %)

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

EBITDA Volatility 35 % - 35 % ( 35 %)

Counterparty Discount Rate 6.50 % - 6.50 % ( 6.50 %)

Market risk benefits liability 549 Discounted Cash Flow Mortality 80.00 % - 115.00 % ( 100.00 %)

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Total financial liabilities at fair value $ 5,843

(a) Excludes $$ 8,365 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) Excludes $ 10,301 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.

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

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Corporates 8 Discounted Cash Flow Discount Rate 44.00 % - 100.00 % ( 75.20 %)

Municipals 29 Third-Party Evaluation Discount Rate 7.62 % - 7.62 %

Foreign governments 16 Third-Party Evaluation Discount Rate 5.99 % - 6.28 %

Investment in unconsolidated affiliates 23 Market Comparable Company Analysis EBITDA multiple 5 x- 5.50 x

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

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

Foreign Governments 16 Third-Party Valuation Discount Rate 6.94 % - 7.68 % ( 7.45 %)

Investment in unconsolidated affiliates 285 Market Comparable Company Analysis EBITDA Multiple 4.4 x - 31.8 x ( 23.2 x)

Preferred securities 1 Discounted Cash Flow Discount rate 100.00 %

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Total financial assets at fair value (a) $ 1,312

FIA/ IUL embedded derivatives, included in contractholder funds $ 3,115 Discounted cash flow Market value of option 0.00 % - 23.90 %

Indexed annuities/ 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 %

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Total financial liabilities at fair value $ 4,661

(a) Excludes $ 7,174 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)

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, 2023 and December 31, 2022, respectively.

(a) Assets of $ 8,365 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 gains and losses below may include changes in fair value due in part to observable inputs that are a component of the valuation methodology.

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Corporates 1,979 ( 3 ) 81 1,148 ( 100 ) ( 139 ) ( 9 ) 2,957 80

Hybrids — — — — — — — — —

Municipals 49 — 1 — ( 50 ) — — — 1

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

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

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

Derivative instruments — 57 — — — — — 57 —

Preferred securities 8 — — — — — — 8 —

Equity securities 15 ( 5 ) — — — — — 10 —

Interest rate swaps 57 ( 50 ) 3 — — — ( 7 ) 3 1

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

Other assets — — — 65 — — — 65 —

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

Other long-term assets:

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

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

Prepaid expenses and other assets:

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

Subtotal Level 3 assets at fair value $ 9,589 $ 41 $ 217 $ 6,623 $ ( 3,165 ) $ ( 1,380 ) $ ( 380 ) $ 11,545 $ 216

Market risk benefits asset $ 117 $ 88

Market risk benefits asset (d)) 88 189

Total Level 3 assets at fair value $ 9,677 $ 11,734

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

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

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

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

Subtotal Level 3 liabilities at fair value $ 4,258 $ 99 $ — $ 1,399 $ — $ ( 434 ) $ ( 28 ) $ 5,294 $ —

Market Risk benefits liability $ 282 $ 403

Market Risk benefits liability (d) 403 549

Total Level 3 liabilities at fair value $ 4,661 $ 5,843

(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 B Acquisitions for details of the PALH majority acquisition.

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

(d) Refer to Note X 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 B Acquisitions for more information.

Year ended December 31, 2023

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Corporates 1,440 ( 2 ) ( 21 ) 654 ( 1 ) ( 94 ) 3 1,979 ( 20 )

Hybrids — — — — — — — — —

Municipals 29 — 20 — — — — 49 20

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

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

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

Derivative Instruments — 57 — — — — — 57 —

Preferred securities 1 — — — — — 7 8 1

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Available-for-sale embedded derivative 23 — 4 — — — — 27 4

Secured borrowing receivable — — — — — — 10 10 —

Credit linked note 15 — — — — ( 5 ) — 10 —

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

Subtotal Level 3 assets at fair value $ 8,169 $ 17 $ 199 $ 2,991 $ ( 145 ) $ ( 1,041 ) $ ( 601 ) $ 9,589 $ 199

Market risk benefits asset $ 41 $ 117

Market risk benefits asset (b) 117 88

Total Level 3 assets at fair value $ 8,286 $ 9,677

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

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

Subtotal Total liabilities at Level 3 fair value $ 3,115 $ 257 $ — $ 1,049 $ — $ ( 163 ) $ — $ 4,258 $ —

Market risk benefits liability $ 469 $ 282

Market risk benefits liability (b) 282 403

Total Level 3 liabilities at fair value $ 3,397 $ 4,661

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

(b) Refer to Note X 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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In our Title segment, Investments in unconsolidated affiliates are accounted for under the equity method of accounting.

In our Title segment, Investments in unconsolidated affiliates were $ 263 million and $ 187 million as of December 31, 2023 and December 31, 2022, respectively.

In our Title segment, Investments in unconsolidated affiliates were $ 166 million and $ 263 million as of December 31, 2024 and 2023, respectively.

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.

Company Owned Life Insurance

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 (included within Other long-term investments)

Company owned life insurance ("COLI") is a life insurance program used to finance certain employee benefit expenses.

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

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

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.

Bank loans are classified as Level 3 within the fair value hierarchy.

For cost method investments, our carrying value approximates fair value.

Cost method investments are classified as Level 1 within the fair value hierarchy.

Investment Contracts

Investment contracts include deferred annuities (FIAs and fixed rate annuities), indexed IULs, funding agreements, PRT solutions 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 FIA, fixed rate annuity 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.

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

The fair value of debt is based on quoted market prices.

The fair value of debt, with the exception of the F&G Credit Agreement is based on quoted market prices.

The carrying value of the F&G Credit Agreement approximates fair value as the rates are comparable to those at which we could currently borrow under similar terms.

The inputs used to measure the fair value of our outstanding debt are classified as Level 2 within the fair value hierarchy.

The carrying value of the F&G Credit Facility at December 31, 2023, 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.

As of December 31, 2024 and 2023, the outstanding balance on the F&G Credit Agreement was $ 0 million and $ 365 million, respectively.

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

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Total available-for-sale securities $ 45,606 $ ( 42 ) $ 457 $ ( 3,648 ) $ 42,373

Securities held on deposit with various state regulatory authorities had a fair value of $ 141 million and $ 17,870 million at December 31, 2023 and December 31, 2022, respectively.

The decrease in securities held on deposit with various state regulatory authorities during the year ended December 31, 2023, is primarily attributable to revisions to regulatory requirements in the state of Iowa.

As of December 31, 2023 and December 31, 2022, we 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 December 31, 2022, the Company's accrued interest receivable balance was $ 481 million and $ 365 million, respectively.

Securities held on deposit with various state regulatory authorities had a fair value of $ 997 million and $ 141 million at December 31, 2024 and 2023, respectively.

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

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 $ 476 million and $ 450 million, respectively.

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

In accordance with our FHLB agreements, the investments supporting the funding agreement liabilities are pledged as collateral to secure the FHLB funding agreement liabilities and are not available to the Company for general purposes.

The collateral investments had a fair value of $ 4,345 million and $ 3,387 million at December 31, 2023 and December 31, 2022, respectively.

The collateral investments had a fair value of $ 4,289 million and $ 4,345 million as of December 31, 2024 and 2023, respectively.

The amortized cost and fair value of fixed maturity securities by contractual maturities, as applicable, are shown below.

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Commercial mortgage-backed securities 5,379 5,182 4,797 4,475

Structured hybrids — — 26 26

Residential mortgage-backed securities 2,869 2,796 2,507 2,429

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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 Earnings.

loss, to Recognized gains and losses, net in the accompanying Consolidated Statements of Earnings.

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 Earnings.

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For securities in an unrealized loss position as of December 31, 2024, our allowance for expected credit loss was $ 67 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

CMLs represented approximately 6 % of our total investments at December 31, 2023 and December 31, 2022.

CMLs represented approximately 4 % 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.

Mortgage loans are primarily on income producing properties including industrial properties, retail buildings, multifamily properties and office buildings We diversify our CML portfolio by geographic region and property type to attempt to reduce concentration risk.

Mortgage loans are primarily on income producing properties including industrial properties, retail buildings, multifamily properties and office buildings.

We diversify our CML portfolio by geographic region and property type to attempt to reduce concentration risk.

We continuously evaluate CMLs based on relevant current information to ensure properties are performing at a consistent and acceptable level to secure the related debt.

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December 31, 2024 December 31, 2023

Amortized Cost % of Total Amortized Cost % of Total

Gross Carrying Value % of Total Gross Carrying Value % of Total

Property Type:

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Total commercial mortgage loans, net of valuation allowance $ 2,705 $ 2,538

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

CMLs segregated by aging of the loans and charge offs (by year of origination) were as follows for the year ended December 31, 2024:

December 31, 2024

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

Total commercial mortgage loans (a) $ 213 $ 288 $ 1256 $ 512 $ — $ 259 $ 2,528

Total commercial mortgage loans $ 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 loans (by year of origination) were as follows for the year ended December 31, 2023:

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Total commercial mortgage loans(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.

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We normalize our DSC ratios to a 25 -year amortization period for purposes of our general loan allowance evaluation.

The following tables presents the recorded investment in CMLs by LTV and DSC ratio categories and estimated fair value by the indicated loan-to-value ratios, gross of valuation allowances :

The following tables present the recorded investment in CMLs by LTV and DSC ratio categories and estimated fair value by the indicated loan-to-value ratios, gross of valuation allowances :

Debt-Service Coverage Ratios Total Amount % of Total Estimated Fair Value % of Total

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

Commercial mortgage loans (a) $ 2,443 $ 66 $ 19 $ 2,528 100 % $ 2,231 100 %

Total Commercial mortgage loans $ 2,535 $ 166 $ 21 $ 2,722 100 % $ 2,404 100 %

December 31, 2023

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75.00% to 84.99% — 6 9 15 1 14 1

Commercial mortgage loans $ 2,371 $ 7 $ 29 $ 2,407 100 % $ 2,074 100 %

(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.

Total Commercial mortgage loans (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 at December 31, 2023.

December 31, 2024

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2024 2023 2022 2021 2020 Prior Total

LTV (In millions)

(In millions)

Less than 50.00% $ 66 $ 99 $ 19 $ 74 $ 189 $ 77 $ 524

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75.00% to 84.99% 4 4 9 — — — 17

Total commercial mortgage loans (a) $ 213 $ 288 $ 1,256 $ 512 $ — $ 259 2,528

Total commercial mortgage loans $ 273 $ 227 $ 290 $ 1,253 $ 469 $ 210 2,722

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

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Less than 1.00x — — 9 12 — — 21

Total commercial mortgage loans (a) $ 213 $ 288 $ 1,256 $ 512 $ — $ 259 $ 2,528

Total commercial mortgage loans $ 273 $ 227 $ 290 $ 1,253 $ 469 $ 210 $ 2,722

December 31, 2023

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2023 2022 2021 2020 2019 Prior Total

LTV (In millions)

(In millions)

Less than 50.00% $ 85 $ 17 $ 77 $ 232 $ — $ 122 $ 533

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Total commercial mortgage loans (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 for December 31, 2023, and an amortized cost and estimated fair value of $ 9 million for December 31, 2022.

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

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

(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, 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

RMLs represented approximately 7 % and 5 % of our total investments at December 31, 2023 and December 31, 2022, respectively.

RMLs represented approximately 5 % of our total investments as of December 31, 2024 and 2023.

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

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Florida $ 164 5 %

New York 129 5 %

Texas 129 5 %

All Other States (1) 3,110 95

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Total residential mortgage loans, net of valuation allowance $ 3,221

(1) The individual concentration of each state is equal to or less than to 5%.

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

December 31, 2023

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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) 914 42 %

All other states (1) 2,431 84

Total residential mortgage loans, gross of valuation allowance $ 2,852 100 %

1 unchanged sentence

Total residential mortgage loans, net of valuation allowance $ 2,798

(1) The individual concentration of each state is less than 5%.

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

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

(1) 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 RMLs 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:

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Total residential mortgage loans, net of valuation allowance $ 3,221 100 % $ 2,798 100 %

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

RMLs segregated by aging of the loans (by year of origination) as of December 31, 2023 and 2022 were as follows, gross of valuation allowances (in millions):

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:

December 31, 2024

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Total residential mortgages $ 373 $ 995 $ 877 $ 208 $ 204 $ 195 $ 2,852

The amortized cost of non-accrual loans as of December 31, 2023 and 2022 were as follows:

Non-accrual loans by amortized cost as of December 31, 2024 and 2023 were as follows:

Amortized cost of loans on non-accrual December 31, 2024 December 31, 2023

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Total non-accrual mortgages $ 94 $ 57

Immaterial interest income was recognized on non-accrual financing receivables for the years ended December 31, 2023 and December 31, 2022.

It is our policy to cease to accrue interest on loans that are 90 days or more delinquent.

Immaterial interest income was recognized on non-accrual financing receivables for the years ended December 31, 2024 and 2023.

It is our policy to cease to accrue interest on loans that are delinquent for 90 days or more.

For loans less than 90 days delinquent, interest is accrued unless it is determined that the accrued interest is not collectible.

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 December 31, 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 was in the process of foreclosure as of December 31, 2023 and December 31, 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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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 Earnings.

The allowances for our mortgage loan portfolio is summarized as follows (in millions):

The allowances for our mortgage loan portfolio are summarized as follows (in millions):

Year ended December 31, 2024 Year ended December 31, 2023

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Beginning Balance $ ( 54 ) $ ( 12 ) $ ( 66 ) $ ( 32 ) $ ( 10 ) $ ( 42 )

Provision for loan losses 22 5 27 7 4 11

Ending Balance $ 54 $ 12 $ 66 $ 32 $ 10 $ 42

Year ended December 31, 2021

Residential Mortgage Commercial Mortgage Total

Beginning Balance 37 2 39

Provision for loan losses ( 12 ) 4 ( 8 )

Provision (expense) benefit for loan losses 1 ( 5 ) ( 4 ) ( 22 ) ( 5 ) ( 27 )

Loans charged-off — — — — 3 3

Ending Balance $ ( 53 ) $ ( 17 ) $ ( 70 ) $ ( 54 ) $ ( 12 ) $ ( 66 )

An allowance for expected credit loss is not measured on accrued interest income for CMLs as we have a process to write-off interest on loans that enter into non-accrual status (90 days or more past due).

Allowances for expected credit losses are measured on accrued interest income for RMLs and were immaterial as of December 31, 2023 and December 31, 2022.

Allowances for expected credit losses are measured on accrued interest income for RMLs 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.

As of December 31, 2024 and 2023, 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

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Net realized (losses) gains on fixed maturity available-for-sale securities $ ( 9 ) $ ( 155 ) $ ( 253 )

Net realized/unrealized (losses) gains on equity securities (1) 23 ( 386 ) ( 434 )

Net realized/unrealized (losses) gains on preferred securities (2) ( 1 ) ( 230 ) ( 14 )

Realized (losses) gains on other invested assets ( 25 ) ( 68 ) 8

Net realized/unrealized gains (losses) on equity securities (1) 2 23 ( 386 )

Net realized/unrealized gains (losses) on preferred securities (2) 12 ( 1 ) ( 230 )

Realized gains (losses) on other invested assets 61 ( 25 ) ( 68 )

Change in allowance for expected credit losses ( 33 ) ( 36 ) ( 41 )

Derivatives and embedded derivatives:

Realized (losses) gains on certain derivative instruments ( 211 ) ( 164 ) 456

Realized gains (losses) on certain derivative instruments 254 ( 211 ) ( 164 )

Unrealized (losses) gains on certain derivative instruments ( 184 ) 358 ( 693 )

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Change in fair value of other derivatives and embedded derivatives 12 11 ( 10 )

Realized (losses) gains on derivatives and embedded derivatives 30 ( 515 ) 655

Realized gains (losses) on derivatives and embedded derivatives 50 30 ( 515 )

Recognized gains and losses, net $ 83 $ ( 164 ) $ ( 1,493 )

(1) Includes net valuation (losses) gains of $( 131 ) million, $ 47 million and $( 387 ) million for the years ended December 31, 2024, 2023, and 2022, respectively.

(2) Includes net valuation losses of $ 80 million, $ 198 million, and $ 14 million for the years ended December 31, 2023, 2022 and 2021, 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 attributable to these agreements, and thus excluded from the totals in the table above, was $( 123 ) million, $ 381 million and $ 15 million for the years ended December 31, 2023, 2022 and 2021, respectively.

The proceeds from the sale of fixed-maturity securities and the gross gains and losses associated with those transactions were as follows (in millions):

(2) Includes net valuation gains (losses) of $ 13 million, $ 80 million, and $( 198 ) 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 are passed along to the reinsurer in accordance with the terms of these agreements.

Recognized (losses) gains 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.

The proceeds from the sale of fixed-maturity securities and the gross gains and losses associated with those transactions were as follows:

December 31, 2024 December 31, 2023 December 31, 2022

(In millions)

Proceeds $ 4,414 $ 2,698 $ 3,264

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Limited partnership and limited liability company interests are accounted for under the equity method and are included in Investments in unconsolidated affiliates on our Consolidated Balance Sheets.

In addition, we invest in structured investments that 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.

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.

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 H Commitments and Contingencies ).

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(In millions)

Investments in unconsolidated affiliates $ 3,071 $ 4,806 $ 2,427 $ 4,030

Investment in unconsolidated affiliates $ 3,565 $ 4,703 $ 3,071 $ 4,806

Fixed maturity securities 23,242 24,242 20,837 22,346

Total unconsolidated VIE investments $ 26,807 $ 28,945 $ 23,908 $ 27,152

Concentrations

Our underlying investment concentrations that exceed 10% of shareholders equity are as follows:

December 31, 2023 December 31, 2022

(In millions)

Blackstone Wave Asset Holdco (1)

__________________

(1) 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.

Note F — Derivative Financial Instruments

The carrying amounts of derivative instruments, including derivative instruments embedded in FIA and IUL contracts, and reinsurance is as follows:

The notional and carrying amounts of derivative instruments, including derivative instruments embedded in indexed annuities and IUL contracts, and reinsurance is as follows:

December 31, 2024 December 31, 2023

Notional Amount Carrying Amount Notional Amount Carrying Amount

(In millions)

Derivative investments:

Call options $ 739 $ 244

Equity options $ 29,594 $ 773 $ 27,263 $ 739

Interest rate swaps 2,445 19 2,705 57

Foreign currency forward 1 —

Other derivative investments 157 3 137 1

Other long-term investments:

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Reinsurance related embedded derivatives 109 152

Total $ 936 $ 977

Contractholder funds:

FIA/ IUL embedded derivatives $ 4,258 $ 3,115

$ 4,258 $ 3,115

Indexed annuities/IUL embedded derivatives $ 5,220 $ 4,258

Accounts payable and accrued liabilities:

Equity Options — 1 — 1

Interest rate swaps $ 2,700 10 —

Total $ 5,231 $ 4,259

The change in fair value of derivative instruments included within Recognized gains and losses, net, in the accompanying Consolidated Statements of Earnings is as follows:

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(In millions)

Call options $ 92 $ ( 862 ) $ 597

Equity options $ 153 $ 98 $ ( 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 increase (decrease) $ 1,143 $ ( 768 ) $ 479

Indexed annuities/IUL embedded derivatives increase (decrease) $ 962 $ 1,143 $ ( 768 )

Additional Disclosures

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.

See descriptions of the fair value methodologies used for derivative financial instruments in Note D Fair Value of Financial Instruments .

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 Earnings.

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

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.

The call 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 Earnings.

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 Earnings.

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 Earnings.

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 Earnings.

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 Earnings.

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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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 Earnings.

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 the 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:

December 31, 2023

Counterparty Credit Rating

(Fitch/Moody's/S&P) (a) Notional

Amount Fair Value Collateral Net Credit Risk

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;

(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:

Fair Value Collateral Net Credit Risk

(In millions)

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, 2024 $ 782 $ 771 $ 34

Counterparty Credit Rating (Fitch/Moody's/S&P)(a) Notional Amount Fair Value Collateral Net Credit Risk

(In millions)

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.

December 31, 2023 796 775 39

Collateral Agreements

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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 December 31, 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.

Cash collateral is invested in overnight investment sweep products, which are included in cash and cash equivalents in the accompanying Consolidated Balance Sheets.

We held 439 and 409 futures contracts at December 31, 2023 and December 31, 2022, respectively.

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.

The amount of cash collateral held by the counterparties for such contracts was $ 4 million and $ 3 million at December 31, 2023 and December 31, 2022, respectively.

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.

Note G — Notes Payable

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F&G Credit Agreement — 362

5.50 % F&G Notes

7.40 % F&G Notes, net of discount

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6.50 % F&G Notes, net of discount

6.25 % F&G Notes, net of discount

$ 4,321 $ 3,887

On December 6th, 2023, F&G issued $ 345 million of its 7.95 % Senior Notes due 2053.

On October 4, 2024, F&G issued $ 500 million of its 6.25 % Senior Notes due 2034.

The 6.25 % F&G Notes were issued at 99.36 % of face value, net of deferred issuance costs of approximately $ 8 million.

The 6.25 % F&G Notes are senior unsecured, unsubordinated obligations of F&G and are guaranteed by each of F&G's subsidiaries that are guarantors of F&G's obligations under its existing credit agreement.

The 6.25 % 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 6.25 %, and if the 6.25 % 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 F&G Credit Agreement 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.

On June 4, 2024, F&G issued $ 550 million 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 senior unsecured, unsubordinated obligations of F&G and are guaranteed 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.

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”).

F&G 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.

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.

On January 13, 2023, F&G issued $ 500 million of its 7.40 % F&G Notes due 2028.

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.

The 7.40 % F&G Notes are senior, unsecured unsubordinated obligation of F&G and are fully and unconditionally 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 7.40 % F&G Notes are senior, unsecured unsubordinated obligations of F&G and are fully and unconditionally 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 7.40 % F&G Notes mature on January 13, 2028, and become callable on or after December 13, 2027.

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.

On April 20, 2018, Fidelity & Guaranty Life Holdings, Inc.

(“FGLH”), F&G's indirect wholly owned subsidiary, completed a debt offering of $ 550 million of 5.50 % F&G Notes due May 1, 2025 at 99.5 % of face value for proceeds of $ 547 million.

As a result of our acquisition of F&G in 2020, 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, we 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.

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.

On November 22, 2022, F&G entered into the F&G Credit Agreement pursuant to which the Lenders have made available the F&G Credit Facility in an aggregate principal amount of $ 550 million to be used for working capital and general corporate purposes.

The F&G 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 $ 150,000,000 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.

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.

As of December 31, 2022, the revolving credit facility was fully drawn with $ 550 million outstanding, offset by approximately $ 3 million of unamortized debt issuance costs.

On February 21, 2023, F&G entered into the Amended F&G Credit Agreement with the Lenders and the Administrative Agent, swing line lender and issuing bank.

The Amended F&G Credit Agreement increased the aggregate principal amount of commitments under the F&G Credit Facility by $ 115 million to $ 665 million.

On February 16, 2024, we entered into a Second Amended and Restated F&G Credit Agreement.

Among other changes, the Second Amended and Restated F&G Credit Agreement amends the Amended F&G Credit Agreement to extend the maturity date and increase the aggregate principal amount of commitments under the revolving credit facility to $ 750 million.

On February 16, 2024, F&G entered into a Second Amended and Restated F&G Credit Agreement.

Among other changes, the Second Amended and Restated F&G Credit Agreement amends the Amended F&G Credit Agreement to extend the maturity date to November 22, 2027, and increase the aggregate principal amount of commitments under the revolving credit facility to $ 750 million.

In addition, F&G pays 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 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.

As of December 31, 2024 and 2023, $ 0 million and $ 365 million, respectively, of gross principal balance, was outstanding under the F&G Credit Agreement.

Net partial revolver paydowns of $ 185 million were made during the year ended December 31, 2023.

As of December 31, 2024, we had $ 750 million of remaining borrowing availability.

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We used the net proceeds from the offering (i) to repay $ 640 million of the then outstanding principal amount under the Term Loan, and (ii) for general corporate purposes.

On June 1, 2020, as a result of the F&G acquisition, we assumed $ 550 million aggregate principal amount of 5.50 % senior notes due 2025 (the " 5.50 % F&G Notes"), originally issued on April 20, 2018, at 99.5 % of face value for proceeds of $ 547 million.

On August 13, 2018, we completed an offering of $ 450 million in aggregate principal amount of 4.50 % notes due August 2028 (the " 4.50 % Notes"), pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended.

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There were no material changes to the terms of the 4.50 % Notes as a result of the 4.50 % Notes Exchange and all holders of the 4.50 % Notes accepted the offer to exchange.

On September 1, 2022, we repaid the remaining $ 400 million in outstanding principal amount of our 5.50 % Senior Notes due September 2022.

Gross principal maturities of notes payable at December 31, 2024, are as follows:

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See Note C Summary of Reserve for Title Claim Losses for further discussion.

Additionally, like other companies, our ordinary course litigation includes a number of class action and purported class action lawsuits, which make allegations related to aspects of our operations.

Additionally, like other companies, our ordinary course litigation includes a number of class action and purported

class action lawsuits, which make allegations related to aspects of our operations.

We believe that no actions, other than the matters discussed below, if any, depart from customary litigation incidental to our business.

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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 an 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.

F&G is a defendant in two putative class action lawsuits related 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, was filed against F&G in the Southern District of Iowa on August 31, 2023.

Miller alleges that he is an 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.

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 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., No.

1:23-cv-12067, 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.

Progress Software Corp.

1:23-cv-12067 ("Cooper"), was filed against F&G and five other defendants in the District of Massachusetts on September 7, 2023.

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 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 likely to issue a Case Management Order with additional processes and a preliminary schedule as a next step in the consolidated litigations.

In connection with the cybersecurity incident initially reported on November 21, 2023, the Company and/or its subsidiaries are named as defendants in putative class action lawsuits recently filed in the U.S.

District Courts for the Middle District of Florida and the Central District of California, and the Western District of Missouri.

The putative class actions include common law tort and contract claims, and some include certain state statutory claims.

The Company has not yet filed responses to these lawsuits.

The putative class action lawsuits also include overlapping class definitions for which a class has not been

Because of the procedural posture of these lawsuits and the factual issues involved, the Company has not yet been able to assess the probability of loss or estimate the possible loss or the range of loss.

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, we do not believe the incident will have a material impact on our business, operations, or financial results.

In connection with the cybersecurity incident initially reported on November 21, 2023, the Company and/or its subsidiaries is a party to a consolidated putative nationwide class action, In Re:

LoanCare Data Security Breach Litigation , Case No.

3:23cv1508, pending in the U.S.

District Court for the Middle District of Florida and originating from the consolidation of putative class actions filed in the U.S.

District Courts for the Middle District of Florida, the Central District of California, and the Western District of Missouri.

On March 19, 2024, plaintiffs filed their consolidated class action complaint on behalf of a nationwide class, along with a California subclass and a Florida subclass, alleging common law tort and contract claims and certain state statutory claims.

The parties mediated the case on July 25, 2024, and reached an agreement in principle to resolve the case on a class-wide basis.

The parties have sought preliminary court approval of the class-wide settlement.

If approved, once the settlement administrator disburses all the funds, final court approval of the settlement will be sought, and the case dismissed.

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.

2024-0562-LWW, was filed in the Chancery Court of the State of Delaware against defendants Fidelity National Financial, Inc.

(“FNF”), in its capacity as F&G Annuities & Life Inc.’s (“F&G”) 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 and the remaining defendants, including FNF, filed their motion to dismiss Plaintiff’s complaint.

On September 23, 2024, Plaintiff voluntarily dismissed its action against William P.

Foley, leaving FNF’s motion to dismiss fully briefed and a decision pending with the court.

On February 4, 2025, FNF argued the motion to dismiss before the court.

The remaining defendants will vigorously contest the Plaintiff’s claims in the action.

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 (IMOs), 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, we do not believe the lawsuit will have a material impact on our 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 results.

Escrow Balances

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F&G Commitments

In our F&G segment, we have unfunded investment commitments as of December 31, 2023 and 2022 based upon the timing of when investments are executed compared to when the actual investments are funded, as some investments require that funding occur over a period of months or years.

A summary of unfunded commitments by invested asset class is included below:

In our F&G segment, we have unfunded investment 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.

Some investments require that funding occur over a period of months or years.

A summary of unfunded commitments by commitment type is included below:

December 31, 2024

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Commercial mortgage loans 116

Residential mortgage loans 35

Other invested assets 134

Committed amounts included in liabilities —

Total $ 3,889

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 Sheet.

Changes in fair value are reported within Recognized gains and losses, net in the Consolidated Statements of Earnings.

Interest income is recorded in Interest and investment income in the Consolidated Statements of Earnings 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 B Acquisitions for more information on the Roar acquisition, and refer to Note D Fair Value of Financial Instruments for information regarding the fair value calculation of this loan receivable.

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 B Acquisitions for more information on the Roar purchase and refer to Note D Fair Value of Financial Instruments for more information regarding the fair value of the contingent consideration.

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.

The Company leases office space under operating leases.

The largest leases expire in 2030.

Rent expense and minimum rental commitments under all leases are immaterial.

F&G has a reinsurance agreement with Kubera to cede certain FIA statutory reserves on a coinsurance funds withheld basis, net of applicable existing reinsurance.

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Note J — Segment Information

The tables below summarize the result of operations by segment that are provided to the Chief Operating Decision Maker ("CODM"), who is the Company's Chief Executive Officer.

The Company's primary methods of measuring profitability and performance on a reportable segment basis are Revenues and Net earnings from continuing operations which are also measures used by the CODM to evaluate segment results and are factors in determining capital allocation among the segments.

Summarized financial information concerning our reportable segments is shown in the following tables.

The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

As of and for the year ended December 31, 2024:

Title F&G Corporate and Other Total

Title F&G Corporate and Other Elimination Total

Segment revenues:

(In millions)

Title premiums $ 4,592 $ — $ — $ 4,592

Other revenues 2,117 2,413 187 4,717

Revenues from external customers 6,709 2,413 187 9,309

Interest and investment income, including recognized gains and losses 329 2,087 27 2,443

Total revenues 7,038 4,500 214 11,752

Direct title insurance premiums $ 2,200 $ — $ — $ — $ 2,200

Agency title insurance premiums 2,953 — — — 2,953

Escrow, title related and other fees 2,196 2,941 184 — 5,321

Interest and investment income 359 2,719 154 ( 108 ) 3,124

Recognized gains and losses, net ( 6 ) 84 5 — 83

Total segment revenues 7,702 5,744 343 ( 108 ) 13,681

Significant segment expenses:

Personnel costs 2,695 296 157 — 3,148

Agent commissions 2,287 — — — 2,287

Other operating expenses 1,251 203 104 — 1,558

Benefits and other changes in policy reserves — 3,791 — — 3,791

Total significant segment expenses 6,233 4,290 261 — 10,784

Other segment items:

Depreciation and amortization 141 569 29 — 739

Provision for title claim losses 232 — — — 232

Market risk benefit gains — ( 25 ) — — ( 25 )

Interest expense — 132 77 — 209

Earnings (loss) from continuing operations before income taxes and equity in earnings of unconsolidated affiliates 883 ( 35 ) ( 155 ) 693

Total other segment items 373 676 106 — 1,155

Total segment expenses 6,606 4,966 367 — 11,939

Earnings (loss) before income taxes and equity in earnings of unconsolidated affiliates 1,096 778 ( 24 ) ( 108 ) 1,742

Income tax expense (benefit) 265 136 ( 34 ) — 367

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As of and for the year ended December 31, 2023:

Title F&G Corporate and Other Total

Title F&G Corporate and Other Elimination Total

Segment revenues:

(In millions)

Title premiums $ 6,834 $ — $ — $ 6,834

Other revenues 2,502 1,704 127 4,333

Revenues from external customers 9,336 1,704 127 11,167

Interest and investment income, including recognized gains and losses ( 230 ) 645 ( 17 ) 398

Total revenues 9,106 2,349 110 11,565

Direct title insurance premiums $ 1,982 $ — $ — $ — $ 1,982

Agency title insurance premiums 2,610 — — — 2,610

Escrow, title related and other fees 2,117 2,413 187 — 4,717

Interest and investment income 338 2,211 123 ( 65 ) 2,607

Recognized gains and losses, net ( 9 ) ( 124 ) ( 31 ) — ( 164 )

Total segment revenues 7,038 4,500 279 ( 65 ) 11,752

Significant segment expenses:

Personnel costs 2,544 232 132 — 2,908

Agent commissions 2,008 — — — 2,008

Other operating expenses 1,242 146 133 — 1,521

Benefits and other changes in policy reserves — 3,553 — — 3,553

Total significant segment expenses 5,794 3,931 265 — 9,990

Other segment items:

Depreciation and amortization 154 412 27 — 593

Provision for title claim losses 207 — — — 207

Market risk benefit losses — 95 — — 95

Interest expense — 97 77 — 174

Total other segment items 361 604 104 — 1,069

Total segment expense 6,155 4,535 369 — 11,059

Earnings (loss) before income taxes and equity in earnings of unconsolidated affiliates 883 ( 35 ) ( 90 ) ( 65 ) 693

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Title F&G Corporate and Other Total

Segment revenues:

(In millions)

Title premiums $ 8,553 $ — $ — $ 8,553

Other revenues 3,228 1,407 172 4,807

Revenues from external customers 11,781 1,407 172 13,360

Interest and investment income, including recognized gains and losses ( 284 ) 2,567 12 2,295

Total revenues 11,497 3,974 184 15,655

Direct title insurance premiums $ 2,858 $ — $ — $ 2,858

Agency title insurance premiums 3,976 — — 3,976

Escrow, title related and other fees 2,502 1,704 127 4,333

Interest and investment income 213 1,655 23 1,891

Recognized gains and losses, net ( 443 ) ( 1,010 ) ( 40 ) ( 1,493 )

Total segment revenues 9,106 2,349 110 11,565

Significant segment expenses:

Personnel costs 2,987 157 48 3,192

Agent commissions 3,064 — — 3,064

Other operating expenses 1,515 102 104 1,721

Benefits and other changes in policy reserves — 1,126 — 1,126

Total significant segment expenses 7,566 1,385 152 9,103

Other segment items:

Depreciation and amortization 142 324 25 491

Provision for title claims losses 308 — — 308

Market risk benefit gains — ( 182 ) — ( 182 )

Interest expense — 29 86 115

Total other segment items 450 171 111 732

Total segment expenses 8,016 1,556 263 9,835

Earnings (loss) before income taxes and equity in earnings of unconsolidated affiliates 1,090 793 ( 153 ) 1,730

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This segment consists of the operations of our title insurance underwriters and related businesses.

This segment provides core title insurance and escrow and other title-related services including trust activities, trustee sales guarantees, and home warranty products.

This segment also includes our transaction services business, which includes other title-related services used in the production and management of mortgage loans, including mortgage loans that experience default.

This segment provides core title insurance and escrow and other title-related services including loan sub-servicing, valuations, default services and home warranty.

This segment primarily consists of the operations of our annuities and life insurance related businesses.

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Distribution of 15 % of the common stock of F&G

$ — $ 421 $ —

Investments received from pension risk transfer premiums 129 464 —

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Revenues from foreclosure processing and facilitation services are primarily recognized upon completion of the services and when billing to the client is complete.

Life insurance premiums in our F&G segment reflect premiums for life-contingent PRT, traditional life insurance products and life-contingent immediate annuity 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 policyholders' allowable penalty-free amounts.

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

While the base contract has been reinsured, we continue to retain the return of premium rider.

Insurance and investment product fees and other consist primarily of the cost of insurance on IUL policies, UREV on IUL policies, policy rider fees primarily on FIA policies and surrender charges assessed against policy withdrawals in excess of the policyholder's allowable penalty-free amounts.

Premium and annuity deposit collections for FIA, fixed rate annuities, immediate annuities and PRT without life contingency, 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.

While the base contract has been reinsured, we continue to retain

the return of premium rider.

Other income related to riders is earned when elected by the policyholder.

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

Premium and annuity deposit collections for indexed annuities, fixed rate annuities, immediate annuities and PRT without life contingency, 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.

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Note M — Other Intangible Assets

The following table reconciles to Other intangible assets, net, on the Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022:

The following table reconciles to Other intangible assets, net, on the Consolidated Balance Sheets as of December 31, 2024 and 2023:

December 31, 2024 December 31, 2023

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Total Other intangible assets, net $ 5,976 $ 4,627

The following tables roll forward VOBA by product for the years ended December 31, 2023 and December 31, 2022:

FIA Fixed Rate Annuities Immediate Annuities Universal Life Traditional Life Total

The following tables roll forward VOBA by product for the years ended December 31, 2024 and 2023:

Indexed Annuities Fixed Rate Annuities Immediate Annuities Universal Life Traditional Life Total

(In millions)

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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

(In millions)

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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 Earnings 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 December 31, 2022:

December 31, 2023 December 31, 2022

(In millions)

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, 2023 and December 31, 2022:

FIA Fixed Rate Annuities Universal Life Total (a)

The following tables roll forward DAC by product for the years ended December 31, 2024 and 2023:

Indexed Annuities Fixed Rate Annuities Universal Life Total (a)

(In millions)

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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)

(In millions)

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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 FABN.

DAC amortization expense of $ 186 million, $ 99 million, and $ 46 million, was recorded in Depreciation and amortization on the Consolidated Statements of Earnings for the year s ended December 31, 2023, 2022, and 2021, respectively, excluding insignificant amounts related to FABN.

The following table presents a reconciliation of DAC to the table above which is reconciled to the Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022:

(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 Earnings 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:

December 31, 2024 December 31, 2023

(In millions)

FIA $ 1,378 $ 971

Indexed Annuities $ 1,874 $ 1,378

Fixed Rate Annuities 376 288

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Total $ 3,036 $ 2,215

The following tables roll forward DSI for the years ended December 31, 2023 and December 31, 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:

Years Ended December 31,

(In millions)

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DSI amortization expense of $ 40 million, $ 22 million, and $ 14 million, was recorded in Depreciation and amortization on the Consolidated Statements of Earnings 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 December 31, 2022:

December 31, 2023 December 31, 2022

(In millions)

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.

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.

F&G reviews cash flow assumptions annually, generally in the third quarter.

In 2024 and 2023, F&G undertook a review of all significant assumptions and revised several assumptions relating to deferred annuity (indexed annuity and fixed rate annuity) and IUL products.

For the year ended December 31, 2024, F&G updated assumptions including surrender rates, GMWB election timing, premium persistency, mortality improvement and option budgets.

For the year ended December 31, 2023, F&G updated assumptions including surrender rates, GMWB election timing, premium persistency, and option budgets.

All updates to these assumptions brought F&G more in line with our company and overall industry experience since the prior assumption update.

For the in-force liabilities as of December 31, 2024, the estimated amortization expense for VOBA in future fiscal periods is as follows:

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(In millions)

Customer relationships and contracts $ 948 $ ( 774 ) $ 174 10

Customer relationships and contracts (a) $ 795 $ ( 360 ) $ 435 10 to 20

Computer software 723 ( 446 ) 277 2 to 10

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Trademarks, tradenames, and other 234 ( 54 ) 180 Varies

(a) Includes intangible assets acquired with ROAR and PALH.

Refer to Note B Acquisitions for further details.

Other intangible assets as of December 31, 2023, consist of the following:

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(In millions)

Customer relationships and contracts $ 916 $ ( 714 ) $ 202 10

Customer relationships and contracts $ 948 $ ( 774 ) $ 174 10 to 20

Computer software 651 ( 385 ) 266 2 to 10

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Trademarks, tradenames, and other 146 ( 52 ) 94 Varies

Amortization expense for amortizable intangible assets, which consist primarily of VODA, customer relationships and computer software and definite lived trademarks, tradenames and other, was $ 152 million, $ 134 million, and $ 136 million for 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 $ 126 million in 2024, $ 101 million in 2025, $ 78 million in 2026, $ 61 million in 2027 and $ 47 million in 2028.

Amortization expense for amortizable intangible assets, which consist primarily of VODA, customer relationships, computer software and definite lived trademarks, tradenames and other, was $ 187 million, $ 152 million, and $ 134 million for the years ended December 31, 2024, 2023 and 2022, respectively.

For the amortizable intangible assets as of December 31, 2024, the estimated amortization expense in future fiscal periods is $ 172 million in 2025, $ 140 million in 2026, $ 112 million in 2027, $ 85 million in 2028 and $ 72 million in 2029.

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 2023, respectively.

Amortization of $ 5 million, $ 1 million and $ 1 million was recorded in Depreciation and amortization on the Consolidated Statements of Earnings for the years ended December 31, 2024, 2023 and 2022, respectively.

Note N — Goodwill

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The company 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.

The Company follows reinsurance accounting when the treaty adequately transfers insurance risk.

The company 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, the company 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.

The effects of reinsurance on net premiums earned and net benefits incurred (benefits paid and reserve changes) for the years ended December 31, 2023, 2022, and 2021 respectively, were as follows (in millions):

Year Ended December 31,

2023 2022 2021

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:

December 31, 2024 December 31, 2023 December 31, 2022

Net Premiums Earned Net Benefits Incurred Net Premiums Earned Net Benefits Incurred Net Premiums Earned Net Benefits Incurred

(In millions)

Direct $ 2,346 $ 3,987 $ 2,112 $ 3,728 $ 1,522 $ 3,640

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Amounts payable or recoverable for reinsurance on paid and unpaid claims are not subject to periodic or maximum limits.

No policies issued by the Company have been reinsured with any foreign company, which is controlled, either directly or

indirectly, by a party not primarily engaged in the business of insurance.

No policies issued by the company have been reinsured with any foreign company, which is controlled, either directly or indirectly, by a party not primarily engaged in the business of insurance.

The company 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.

The following summarizes our reinsurance recoverable (in millions):

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) as of December 31, 2024 and 2023:

Parent Company/

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Aspida Life Re Ltd $ 7,844 $ 6,128 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

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

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(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 2023, the company 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 Sheet.

The company 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.

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Significant inputs to the model include the reinsurer's credit risk, expected timing of recovery, industry-wide historical default experience, senior unsecured bond recovery rates, and credit enhancement features.

The expected credit loss reserves were as follows (in millions):

The expected credit loss reserves were as follows:

December 31, 2024 December 31, 2023

(In millions)

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 )

Concentration of Reinsurance Risk

As indicated above, the Company has a significant concentration of reinsurance risk with third party reinsurers, Aspida Re, Wilton Reinsurance (“Wilton Re”), 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.

As indicated above, F&G has a significant concentration of reinsurance risk with third party reinsurers, Aspida Life Re Ltd.

(“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.

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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:

The Company 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.

Effective May 1, 2020, the Company 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.

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

The Company executes various intercompany reinsurance agreements between its insurance subsidiaries, including offshore entities, for purposes of managing regulatory statutory capital and risk.

The Company executes various intercompany reinsurance agreements between its insurance subsidiaries, including off shore entities, for purposes of managing regulatory statutory capital and risk.

Since these agreements are intercompany, the financial impacts are eliminated in the preparation of the Consolidated Financial Statements included within this Annual Report on Form 10-K.

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(“Corbeau Re”), Raven Reinsurance Company (“Raven Re”) and F&G Cayman Re (“Cayman Re”), to finance the portion of statutory reserves considered to be non-economic.

The financing arrangements involve FGLIC 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 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 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.

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Each of the insurance underwriters is subject to a holding company act in its state of domicile that regulates, among other matters, the ability to pay dividends and enter into transactions with affiliates.

The laws of most states in which we transact business establish supervisory agencies with broad administrative powers relating to issuing and revoking licenses to transact business, regulating trade practices, licensing agents, approving policy forms, accounting practices, financial practices, establishing reserve and capital and surplus as regards policyholders (“capital and surplus”) requirements, defining suitable investments for reserves and capital and surplus and approving rate schedules.

accounting practices, financial practices, establishing reserve and capital and surplus as regards policyholders (“capital and surplus”) requirements, defining suitable investments for reserves and capital and surplus and approving rate schedules.

The process of state regulation of changes in rates ranges from states that set rates, to states where individual companies or associations of companies prepare rate filings that are submitted for approval, to a few states in which rate changes do not need to be filed for approval.

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Statutory-basis financial statements are prepared in accordance with accounting practices prescribed or permitted by the various state insurance regulatory authorities.

The National Association of Insurance Commissioners' (“NAIC” ) Accounting Practices and Procedures manual (“NAIC SAP”) has been adopted as a component of prescribed or permitted practices by each of the states that regulate us.

The National Association of Insurance Commissioners' Accounting Practices and Procedures manual (“NAIC SAP”) has been adopted as a component of prescribed or permitted practices by each of the states that regulate us.

Each of our states of domicile for our title insurance underwriter subsidiaries have adopted a material prescribed accounting practice that differs from that found in NAIC SAP.

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The level of unearned premium reserve required to be maintained at any time is determined by statutory formula based upon either the age, number of policies and dollar amount of policy liabilities underwritten, or the age and dollar amount of statutory premiums written.

As of December 31, 2023, the combined statutory unearned premium reserve required and reported for our title insurers w as $ 1,659 million.

As of December 31, 2024, the combined statutory unearned premium reserve required and reported for our title insurers was $ 1,608 million.

In addition to statutory unearned premium reserves, each of our insurers maintains reserves for known claims and surplus funds for policyholder protection and business operations.

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There are no restrictions on our retained earnings regarding our ability to pay dividends to shareholders although there are limits on the ability of certain subsidiaries to pay dividends to us, as described above.

Through our wholly owned F&G subsidiary, our 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.

Through our majority owned F&G subsidiary, our 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.

In or F&G segment, our principal insurance subsidiaries' statutory (SAP and GAAP) financial statements are based on a December 31 year end.

F&G's non-U.S.

insurance subsidiaries, F&G Life Re (Bermuda) and F&G Cayman Re (Cayman Islands) file financial statements with their respective regulators.

In our F&G segment, 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.

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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.

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(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.

Refer to Note O - F&G 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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The letter of credit facility is collateralized by NAIC 1 rated debt securities.

If the permitted practice was revoked, the letter of credit could be replaced by the collateral assets with Nomura’s consent (refer to discussion of letter of credit in Note E- Reinsurance ).

If the permitted practice was revoked, the letter of credit could be replaced by the collateral assets with Nomura’s consent (refer to discussion of letter of credit in Note O F&G Reinsurance ).

FGL Insurance’s statutory carrying value of Raven Re was $ 168 million and $ 140 million at December 31, 2024 and 2023, respectively.

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For benefits associated with all other contracts (“the GMWB Riders”), the reserves are calculated as the statutory reserves for the entire contract (i.e., the base contracts plus the GMWB Riders) minus the statutory reserves for the base contracts only (“Reserve Calculation Permitted Practice”);

(iii) calculate its company action level risk-based capital as defined in Section 8301(13)(A) and, calculated using the risk-based capital factors and formulas prescribed by the NAIC, applying a factor of 0.62% to the XOL Asset Value;

XOL Asset Value;

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):

F&G's non-U.S.

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:

Subsidiary (country of domicile)

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Statutory Net income (loss):

Year ended December 31, 2023

(In millions)

Year ended December 31, 2024

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Year ended December 31, 2023

Year ended December 31, 2022

Statutory Capital and Surplus (Deficit):

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December 31, 2023

( 126 ) ( 138 )

On August 3, 2021, our Board of Directors approved the 2021 Repurchase Program under which we may purchase up to 25 million shares of our FNF common stock through July 31, 2024, replacing the prior stock repurchase program that expired on July 31, 2021.

Regulation - Bermuda

F&G Life Re is a Bermuda exempted company incorporated under the Companies Act 1981, as amended (the “Bermuda Companies Act”) and registered as a Class E insurer under the Insurance Act 1978, as amended, and its related regulations (the “Bermuda Insurance Act”).

F&G Life Re is regulated by the Bermuda Monetary Authority (“BMA”).

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.

F&G Life Re is prohibited from declaring or paying a dividend if it fails to meet its minimum solvency margin, or ECR, or if the declaration or payment of such dividend would cause such breach.

If F&G Life Re were to fail to meet its minimum solvency margin on the last day of any financial year, it would be prohibited from declaring or paying any dividends during the next financial year without the approval of the BMA.

In addition, as a Class E insurer, F&G Life Re must not declare or pay a dividend to any person other than a policyholder unless the value of the assets of such insurer, as certified by the insurer’s approved actuary, exceeds its liabilities (as so certified) by the greater of its margin of solvency or ECR.

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 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.

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) 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.

On August 3, 2021, our Board of Directors approved the 2021 Repurchase Program under which we may purchase up to 25 million shares of our FNF common stock through July 31, 2024 (the "2021 Repurchase Program").

On July 31, 2024, our Board of Directors approved a new three-year stock repurchase program effective July 31, 2024 (the "2024 Repurchase Program") under which we are authorized to purchase up to 25 million shares of our FNF common stock through July 31, 2027.

We may make repurchases from time to time in the open market, in block purchases or in privately negotiated transactions, depending on market conditions and other factors.

During the year ended December 31, 2023, we repurchased a total of 100,000 FNF common shares for an aggregate of $ 4 million or an average of $ 38.45 per share.

During the year ended December 31, 2023, we repurchased a total of 100,000 FNF common shares for an aggregate of $ 4 million or an average of $ 38.45 per share under the 2021 Repurchase Program.

During the year ended December 31, 2024, we did not repurchase any FNF common stock under the 2021 Repurchase Program or the 2024 Repurchase Program.

Subsequent to December 31, 2024 and through market close on February 21, 2025, we did not repurchase any FNF common stock under the 2024 Repurchase Program.

Note Q - Leases

10 unchanged sentences

Our operating lease liability is determined by discounting future lease payments using a discount rate based on our incremental borrowing rate for similar collateralized borrowing.

The discount rate is calculated as an average of the current yield on our unsecured notes payable and 140 basis points in excess of the current five year LIBOR swap rate.

The discount rate is calculated as an average of the current

yield on our unsecured notes payable and 140 basis points in excess of the current five year SOFR swap rate.

As of December 31, 2024, the weighted-average discount rate used to determine our operating lease liability was 4.7 %.

35 unchanged sentences

$ 3,249 $ 3,009

The following tables roll forward URL for the years ended December 31, 2023 and December 31, 2022:

Universal Life Total

(In millions)

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 the universal life product for the years ended December 31, 2024 and 2023:

(In millions)

5 unchanged sentences

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 morality 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 T — Income Taxes

12 unchanged sentences

Other comprehensive earnings (loss):

Unrealized gain (loss) on investments and other financial instruments 275 ( 1,198 ) ( 160 )

Unrealized gain (loss) on foreign currency translation and cash flow hedging 2 ( 4 ) —

Unrealized (loss) gain on investments and other financial instruments ( 35 ) 275 ( 1,198 )

Unrealized (loss) gain on foreign currency translation and cash flow hedging ( 6 ) 2 ( 4 )

Changes in current discount rate - future policy benefits 59 ( 50 ) 203

1 unchanged sentence

F&G 15 % Distribution

( 3 ) ( 35 ) 9

Minimum pension liability adjustment — — 2

18 unchanged sentences

Net operating loss carryforwards 115 84

Derivatives — 67

Tax credits 204 119

16 unchanged sentences

Deferred acquisition costs ( 543 ) ( 361 )

Transition reserve on new reserve method ( 17 ) ( 25 )

Funds held under reinsurance agreements ( 945 ) ( 621 )

2 unchanged sentences

Net deferred tax asset $ 315 $ 343

Our net deferred tax asset (liability) was $ 343 million and $ 513 million as of December 31, 2023 and 2022, respectively.

Our net deferred tax asset was $ 315 million and $ 343 million as of December 31, 2024 and 2023, respectively.

The significant changes in the deferred taxes are as follows:

the deferred tax asset for investment securities decreased by $ 266 million primarily due to unrealized losses recorded for investment securities, of which $ 11 million was related to a reduction in unrealized losses in our Title segment and $ 255 million was primarily due to unrealized capital gains on fixed maturities in our F&G segment's life insurance business.

the deferred tax asset for investment securities increased by $ 89 million primarily due to unrealized losses recorded for investment securities, of which $ 26 million was related to unrealized losses in our Title segment and $ 63 million was related to unrealized losses in our F&G segment's life insurance business.

The deferred tax liability related to deferred acquisition costs increased by $ 182 million, which is consistent with the growth in sales in our F&G segment.

The reinsurance receivable deferred tax asset increased by $ 463 million, and the reinsurance receivable deferred tax liability increased by $ 434 million both due to Modco reinsurance treatment of GAAP and tax reserves.

The deferred tax asset relating to life insurance receivables increased by $ 114 million primarily due to GAAP reserves for the year increasing by more than the tax reserves for F&G.

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 in the F&G segment.

The deferred tax asset relating to life insurance receivables decreased by $ 96 million primarily due to tax reserves increasing more than GAAP reserves by F&G.

The tax credits deferred tax asset increased by $ 85 million, primarily due to additional corporate alternative minimum tax credits at the F&G segment’s life insurance business offset by utilization of low-income housing tax credits at the F&G segment’s life insurance business.

As of December 31, 2024, we have net operating losses ("NOLs") on a pretax basis of $ 547 million, of which $ 44 million relates to our Title segment and $ 503 million relates to our F&G segment's life insurance business, which are available to carryforward and offset future federal taxable income.

4 unchanged sentences

These losses will begin to expire in year 2034 and we fully anticipate utilizing the Title segment losses prior to expiration with the exception of $ 25 million of gross net operating losses that are offset by a $ 25 million valuation allowance in the Title segment.

The F&G NOLs are primarily indefinite life U.S.

federal NOLs arising from the life insurance business of which $ 68 million are subject to an annual Internal Revenue Code Section 382 limitation.

The F&G NOLs are indefinite life U.S.

federal NOLs arising from the life insurance business.

As of December 31, 2024 and 2023, we had $ 204 million and $ 119 million of tax credits, respectively, some of which have expiration dates and will begin to expire between 2029 and 2044.

3 unchanged sentences

As of December 31, 2024, a full valuation allowance on the net deferred tax asset related to the Bermuda corporate income tax net operating loss carryforward of $ 10 million was recorded.

This net change in the valuation allowance of $ 24 million was due to the 2023 enactment of the Bermuda Corporate Income Tax.

As of December 31, 2023, a valuation allowance of $ 139 million on the net deferred tax asset for capital losses was recorded, of which $ 78 million related to our Title segment and $ 61 million related to our F&G segment.

The net change in the capital loss valuation allowance was a $ 20 million increase for the year ended December 31, 2023.

The increase to the valuation allowance was primarily due to a $ 31 million increase in the valuation allowance on unrealized capital losses in the F&G segment's life insurance business, offset by a decrease of $ 11 million in the valuation allowance on unrealized capital losses in the Title segment's bond portfolio.

As of December 31, 2023 and 2022, the balance of unrecognized tax benefits that would, if recognized, favorably affect our effective tax rate was $ 0 million and $ 0 million , respectively.

Interest and penalties accrued on income tax uncertainties are recorded as a component of income tax expense and were $ 0 million and $ 0 million , respectively, as of December 31, 2023, and 2022.

A reconciliation of the beginning and ending unrecognized tax benefits is as follows (in millions):

Year ended December 31,

Beginning balance $ — $ 60

Additions based on positions taken in current year — 1

Reductions related to IRS accepting refund, statute of limitation lapses and audit payments — ( 61 )

Ending balance $ — $ —

The net change in the Bermuda corporate income tax net loss operating carryforward valuation allowance was a $ 14 million decrease for the year ended December 31, 2024.

As of December 31, 2024, a valuation allowance of $ 119 million on the net deferred tax asset for capital losses was recorded, of which $ 71 million related to the Title segment and $ 48 million related to the F&G segment.

The net change in the capital loss valuation allowance was a $ 20 million decrease for the year ended December 31, 2024.

This decrease to the valuation allowance was primarily due to fluctuations in the bond and equity markets, and to capital gains and losses generated in 2024.

As of December 31, 2024 and 2023, there were no unrecognized tax benefits.

F&G's life insurance subsidiaries, as well as certain F&G non-life subsidiaries file separate tax returns from the FNF consolidated group.

Prepaid expenses and other assets in the accompanying Consolidated Balance Sheets as of December 31, 2024, includes:

$ 26 million of tax receivables related to the FNF consolidated group as well as $ 28 million of tax receivables and $ 372 million of deferred tax assets related to F&G subsidiaries who file separate tax returns.

$ 20 million of deferred tax assets related to the FNF consolidated group as well as $ 6 million of tax receivables and $ 295 million of deferred tax assets related to F&G subsidiaries who file separate tax returns.

As of December 31, 2023, prepaid expenses and other assets included $ 26 million of tax receivables related to the FNF consolidated group as well as $ 28 million of tax receivables and $ 372 million of deferred tax assets related to the F&G subsidiaries.

We continue to be a participant in the Internal Revenue Service (“IRS”) Compliance Assurance Process that is a real-time audit.

Our 2022 U.S.

federal income tax return is currently under audit by the IRS.

The 2024 U.S.

4 unchanged sentences

The F&G federal income tax returns for 2020 through the current period remain open to examination by the IRS.

The Organization for Economic Cooperation and Development has developed guidance known as the Global Anti-Base Erosion Pillar Two minimum tax rules, or Pillar Two, which generally provide for a minimum effective tax rate of 15% and are intended to apply to tax years beginning in 2024.

As of December 31, 2024, based on the countries in which we do business that have enacted legislation, the Company does not expect these rules to have a material impact on our income tax provision.

The Company considers its non-U.S.

13 unchanged sentences

Eligible employees may contribute up to 40 % of their pre-tax annual compensation, up to the amount allowed pursuant to the Internal Revenue Code.

During the year ended December 31, 2021, we made an employer match on the 401(k) Plan of $ 0.375 on each $1.00 contributed up to the first 6 % of eligible earnings contributed to the 401(k) Plan by employees.

During the year ended December 31, 2022, we increased the employer match on the 401(k) Plan to $ 0.50 on each $1.00 contributed up to the first 6 % of eligible earnings contributed to the 401(k) Plan by employees.

During the year ended December 31, 2024, 2023 and 2022, we made an employer match on the 401(k) Plan of $ 0.50 on each $1.00 contributed up to the first 6 % of eligible earnings contributed to the 401(k) Plan by employees.

The employer match was $ 46 million, $ 45 million and $ 50 million for the years ended December 31, 2024, 2023 and 2022, respectively, and was credited based on the participant's individual investment elections in the FNF 401(k) Plan.

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Awards granted are approved by the Compensation Committee of the Board of Directors.

Options vest over a 3 year period and have a contractual life o f 7 years.

The exercise price for options granted equals the market price of the underlying stock on the grant date.

Stock option grants vest according to certain time based and operating performance criteria.

Option exercises by participants are settled on the open market.

F&G Omnibus Incentive Plan

2 unchanged sentences

The options vest over a 3 year period, based on the option's initial grant date, and have a contractual life of 7 years.

As of December 31, 2023, there were 181,479 shares of restricted stock and 643,623 stock options outstanding under the F&G Omnibus Plan.

As of December 31, 2024, there were no shares of restricted stock and 100,000 stock options outstanding under the F&G Omnibus Plan.

FNF stock option transactions under the Omnibus Plan for 2024 , 2023, and 2022 are as follows:

4 unchanged sentences

Balance, December 31, 2022 — $ — —

Exercised ( 996,113 ) 25.53

Balance, December 31, 2022 — $ — —

Exercised — —

Balance, December 31, 2023 — $ — —

FNF stock option transactions under the F&G Omnibus Plan for 2024, 2023 , and 2022 are as follows:

3 unchanged sentences

Exercised ( 352,614 ) 38.79

Canceled ( 2,715 ) 28.00

Balance, December 31, 2022 1,172,607 $ 35.15 1,172,607

3 unchanged sentences

Exercised ( 543,623 ) 38.74

Canceled ( 26,570 ) 38.07

Balance, December 31, 2024 100,000 $ 39.10 100,000

3 unchanged sentences

Granted 994,548 40.83

Canceled ( 7,577 ) 37.20

Vested ( 792,230 ) 41.44

1 unchanged sentence

Granted 966,093 44.44

Canceled ( 23,975 ) 41.42

Vested ( 908,267 ) 40.26

4 unchanged sentences

Balance, December 31, 2024 2,357,220 $ 53.28

FNF restricted stock transactions under the F&G Omnibus Plan in 2023, 2022 , 2021 are as follows:

FNF restricted stock transactions under the F&G Omnibus Plan in 2024, 2023 and 2022 are as follows:

Shares Weighted Average Grant Date Fair Value

Balance, January 1, 2022 718,641 $ 40.24

Granted 311,081 48.28

Canceled ( 78,551 ) 37.79

18 unchanged sentences

100,000 $ 2 100,000 $ 2

626,214 1.76 39.10 7 626,214 1.76 39.10 7

643,623 $ 7 643,623 $ 7

We account for stock-based compensation plans in accordance with GAAP on share-based payments, which requires that compensation cost relating to share-based payments be recognized in the consolidated financial statements based on the fair value of each award.

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.

Fair value of restricted stock awards and units is based on the grant date value of the underlying stock derived from quoted market prices.

Fair value of restricted stock awards and units is based on the

grant date value of the underlying stock derived from quoted market prices.

In 2024, we issued a $ 50 million restricted stock grant to our chairman, of which one quarter of the grant vested immediately, with the remaining three quarters vesting in equal installments over a period of three years on each anniversary of the grant date.

The total fair value of restricted stock awards granted in the years ended December 31, 2024 , 2023 and 2022 was $ 97 million, $ 43 million and $ 41 million, respectively.

9 unchanged sentences

Effective December 31, 2000, the Pension Plan was frozen and there will be no future credit given for years of service or changes in salary.

The accumulated benefit obligation is the same as the projected benefit obligation due to the pension plan

being frozen as of December 31, 2000.

The accumulated benefit obligation is the same as the projected benefit obligation due to the pension plan being frozen as of December 31, 2000.

Pursuant to GAAP on employers’ accounting for defined benefit pension and other post-retirement plans, the measurement date is December 31.

The discount rate used to determine the benefit obligation as of December 31, 2023 and 2022 wa s 4.67 % and 4.85 %, respectively.

As of December 31, 2023 and 2022, the projected benefit obligation was $ 64 million and $ 117 million, respectively, and the fair value of plan assets was $ 54 million and $ 112 million, respectively.

The net pension liability and net periodic expense included in our financial position and results of operations relating to the Pension Plan is not considered material for any period presented.

On May 1, 2023, we elected to terminate the Pension Plan, subject to approval by the Pension Benefit Guarantee Corporation and the receipt of a favorable determination letter from the Internal Revenue Service.

On May 1, 2023, we elected to terminate the Pension Plan, subject to approval by the Pension Benefit Guarantee Corporation and the receipt of a favorable determination letter from the IRS.

Upon termination, the account balance of each participant in the Pension Plan shall become fully vested.

2 unchanged sentences

or (ii) an annuity benefit equal to the participant’s account balance.

During the year ended December 31, 2024, we distributed substantially all of the Pension Plan assets to the participants or beneficiaries of the Pension Plan.

As of December 31, 2024, the project benefit obligation and fair value of plan assets were immaterial.

The discount rate used to determine the benefit obligation as of December 31, 2023 wa s 4.67 % .

As of December 31, 2023, the projected benefit obligation was $ 64 million and the fair value of plan assets was $ 54 million.

The net pension liability and net periodic expense included in our financial position and results of operations relating to the Pension Plan is not considered material for any period presented.

Note V - Financial Instruments with Off-Balance Sheet Risk and Concentration of Risk

15 unchanged sentences

Adopted Pronouncements

In August 2018, the Financial Accounting Standards Board (“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 earnings;

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 accumulated other comprehensive income (loss) (“AOCI”);

Market risk benefits (“MRB”) 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 policyholder benefits ("FPBs"), contractholder funds, 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 presented 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.

The following table summarizes the balance of and changes in the FPB on January 1, 2021, due to adoption of ASU 2018-12 :

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 :

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:

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):

January 1, 2021

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.

In March 2022, the FASB issued ASU 2022-02, Financial Instruments-Credit Losses (Topic 326):

Troubled Debt Restructurings and Vintage Disclosures.

The amendments in this update eliminate the Troubled Debt Restructuring ("TDR") recognition and measurement guidance for creditors and, instead, require that an entity evaluate whether the modification represents a new loan or a continuation of an existing loan.

The amendments also enhance existing disclosure requirements and introduce new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty.

Additionally, these amendments require that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investment in leases within the scope of Subtopic 326-20.

The guidance is effective for entities that have adopted ASU 2016-13 Financial Instruments – Credit Losses:

Measurement of Credit Losses on Financial Instruments (Topic 326) for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, though early adoption is permitted.

We adopted this standard as of January 1, 2023, and it did not have a material impact on our Consolidated Financial Statements and related disclosures upon adoption.

Pronouncements Not Yet Adopted

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 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.

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.

We adopted this standard using the retrospective approach for all periods presented as required.

Refer to Note J Segment Information for additional information.

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 audited Condensed Consolidated Financial Statements.

Refer to Note T Income Taxes for further information.

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820):

4 unchanged sentences

the fair value of equity securities subject to contractual sale restrictions reflected in the balance sheet, the nature and remaining duration of the restriction(s), and the circumstances that could cause a lapse in the restriction(s).

The amendments in this update do not change the principles of fair value measurement, rather, they clarify those

principles when measuring the fair value of an equity security subject to a contractual sale restriction and improve current GAAP by reducing diversity in practice, reducing the cost and complexity in measuring fair value, and increasing comparability of financial information across reporting entities that hold those investments.

The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, though early adoption is permitted.

We do not expect this guidance to have a material impact on our Consolidated Financial Statements and related disclosures upon adoption.

We do not currently plan to early adopt this standard.

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 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.

The amendments in this update do not change the principles of fair value measurement, rather, they clarify those principles when measuring the fair value of an equity security subject to a contractual sale restriction and improve current GAAP by reducing diversity in practice, reducing the cost and complexity in measuring fair value, and increasing comparability of financial information across reporting entities that hold those investments.

The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years.

We adopted this standard as of January 1, 2024, and it did not have a material impact on our unaudited Condensed Consolidated Financial Statements and related disclosures upon adoption.

Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

7 unchanged sentences

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 X - 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, December 31, 2022, and December 31, 2021:

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:

December 31, 2024 December 31, 2023

Indexed Annuities Fixed rate annuities Indexed Annuities Fixed rate annuities

(Dollars in millions)

9 unchanged sentences

Balance, end of period, net liability $ 420 $ 1 $ 314 $ 1

reinsured market risk benefits

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:

December 31, 2023 December 31, 2022 December 31, 2021

Asset Liability Net Asset Liability Net Asset Liability Net

December 31, 2024 December 31, 2023

Direct Reinsured Net Direct Reinsured Net

(In millions)

FIA 88 402 314 117 281 164 41 467 426

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 Y — Contractholder Funds

1 unchanged sentence

December 31, 2024

FIA Fixed rate annuities Universal Life FABN (b) FHLB (b)

(Dollars in millions)

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)

(Dollars in millions)

10 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

8 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)

(Dollars in millions)

10 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

8 unchanged sentences

The following table reconciles contractholder funds’ account balances to the contractholder funds liability in the Consolidated Balance Sheets:

December 31, 2023 December 31, 2022 December 31, 2021

(In millions)

FIA $ 27,407 $ 24,423 $ 22,600

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 behavior.

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 behavior.

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

FIA (In millions)

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

FIA (In millions)

Indexed Annuities (In millions)

0.00%-1.50% $ 23,540 $ 1,236 $ 492 $ 1,846 $ 27,114

16 unchanged sentences

Greater Than 150 Basis Points Above

FIA (In millions)

Indexed Annuities (In millions)

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:

December 31, 2023 December 31, 2022 December 31, 2021

Expected net premiums (Dollars in millions)

Traditional life

December 31, 2024 December 31, 2023

Expected net premiums (In millions)

Balance, beginning of year $ 722 $ 797

21 unchanged sentences

The following tables summarize balances and changes in the present value of the expected FPB for limited-payment contracts:

December 31, 2023 December 31, 2022 December 31, 2021

December 31, 2024 December 31, 2023

(In millions)

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

(In millions)

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:

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

(In millions)

10 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

(In millions)

3 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

(In millions)

6 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

3 unchanged sentences

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.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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